ANY BCC HOLDER TO TRANSFER ALL
OR ANY PORTION OF ITS UNITS OR REDUCE THE CONSIDERATION RECEIVED OR TO BE
RECEIVED BY SUCH BCC HOLDER IN CONNECTION WITH SUCH TRANSFER.
(B)
BOISE HOLDINGS AGREES THAT BCC WILL HAVE THE RIGHT TO CAUSE ITS
SERIES A COMMON TO BE ACQUIRED (I) BY BOISE HOLDINGS PRIOR TO ANY PAYMENTS BEING
MADE TO FPH FROM THE PROCEEDS OF ANY UNDERWRITTEN PUBLIC OFFERING OF EQUITY
SECURITIES OF BOISE HOLDINGS AND (II) IN CONNECTION WITH THE CLOSING OF ANY SALE
OF THE COMPANY, IN EACH CASE AS LONG AS CASH PROCEEDS ARE AVAILABLE TO COMMON
UNITS.
THE PURCHASE PRICE PER UNIT FOR SERIES A COMMON ACQUIRED PURSUANT TO
CLAUSE (I) OF THIS SECTION 8.13(B) SHALL BE EQUAL TO THE LIQUIDATION VALUE (AS
DEFINED IN BOISE HOLDINGS' LIMITED LIABILITY COMPANY AGREEMENT) THEREOF PLUS
SERIES A COMMON ACCUMULATED DIVIDENDS (AS DEFINED IN BOISE HOLDINGS' LIMITED
LIABILITY COMPANY AGREEMENT)
20
PLUS ALL OTHER ACCRUED BUT UNPAID DIVIDENDS THEREON (THE "SERIES A PER UNIT
VALUE") AND THE PURCHASE PRICE PER UNIT FOR SERIES A COMMON ACQUIRED PURSUANT TO
CLAUSE (II) OF THIS SECTION 8.13(B) SHALL BE THE LESSER OF (A) THE SERIES A PER
UNIT VALUE AND (B) THE AGGREGATE AMOUNT AVAILABLE FOR DISTRIBUTION TO HOLDERS OF
COMMON UNITS OF BOISE HOLDINGS IN SUCH SALE OF THE COMPANY DIVIDED BY THE NUMBER
OF UNITS OF SERIES A COMMON THEN OUTSTANDING.
(C)
BOISE HOLDINGS SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF BCC
HOLDERS THEN HOLDING A MAJORITY OF THE OUTSTANDING SERIES A COMMON THEN HELD BY
ALL BCC HOLDERS, PAY ANY DIVIDEND IN RESPECT OF, OR MAKE ANY REDEMPTION OR
REPURCHASE OF, ANY UNITS OF SERIES B COMMON HELD BY ANY FPH HOLDER.
*
*
*
*
21
IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be
executed as of the date first written above.
BOISE CASCADE CORPORATION
By:
/s/ Guy G. Hurlbutt
Name: Guy G. Hurlbutt
Title:
Vice President
FOREST PRODUCTS HOLDINGS, L.L.C.
By:
Madison Dearborn Capital Partners IV, L.P.
Its:
Managing Member
By:
Madison Dearborn Partners IV, L.P.
Its:
General Partner
By:
Madison Dearborn Partners, L.L.C.
Its:
General Partner
By:
/s/ Thomas S. Souleles
Name: Thomas S. Souleles
Title:
Managing Director
BOISE CASCADE HOLDINGS, L.L.C.
By:
/s/ Thomas S. Souleles
Name: Thomas S. Souleles
Title:
Vice President