TO PURCHASE UP TO ITS PRO RATA PORTION OF ANY NEW SECURITIES SET FORTH IN ANY
COMPANY NOTICE, SUCH PURCHASE SHALL BE CONSUMMATED AT SUCH TIME AND AT SUCH
LOCATION SELECTED BY TIMBER HOLDING CO. UPON REASONABLE ADVANCE NOTICE. AT THE
CONSUMMATION OF ANY PURCHASE AND SALE OF NEW SECURITIES PURSUANT TO THIS
ARTICLE VI: (I) TIMBER HOLDING CO. SHALL ISSUE OR OTHERWISE TRANSFER TO THE
ELECTING STOCKHOLDER THE CERTIFICATES EVIDENCING THE NEW SECURITIES BEING
PURCHASED, TOGETHER WITH SUCH OTHER DOCUMENTS OR INSTRUMENTS REASONABLY REQUIRED
BY COUNSEL FOR THE STOCKHOLDER TO CONSUMMATE SUCH PURCHASE AND SALE; (II) THE
STOCKHOLDER WILL DELIVER THE CASH CONSIDERATION PAYABLE BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT OR ACCOUNTS DESIGNATED IN WRITING BY
TIMBER HOLDING CO. (SUCH DESIGNATION TO BE MADE NO LATER THAN TWO BUSINESS DAYS
PRIOR TO THE DATE OF SUCH CONSUMMATION); (III) TIMBER HOLDING CO. SHALL DELIVER
TO THE STOCKHOLDER A WRITTEN REPRESENTATION THAT THE NEW SECURITIES ARE BEING
PURCHASED AND SOLD FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES (OTHER THAN
ENCUMBRANCES UNDER EXISTING SECURITIES LAWS AND UNDER THIS AGREEMENT AND THE
CERTIFICATE OF INCORPORATION FOR TIMBER HOLDING CO.); AND (IV) THE STOCKHOLDER
SHALL DELIVER TO TIMBER HOLDING CO. SUCH WRITTEN INVESTMENT REPRESENTATIONS AS
MAY REASONABLY BE REQUIRED BY COUNSEL TO TIMBER HOLDING CO. FOR SECURITIES LAWS
PURPOSES AND ALL OTHER APPLICABLE REPRESENTATIONS AND WARRANTIES AS OTHER
PURCHASERS OF NEW SECURITIES. NOTWITHSTANDING THE FOREGOING, ANY PURCHASE OF NEW
SECURITIES PURSUANT TO THIS ARTICLE VII SHALL BE ON THE SAME TERMS AND
CONDITIONS AS SET FORTH IN THE COMPANY NOTICE.
ARTICLE VII
TERM
7.1
TERM. SUBJECT TO THE NEXT SENTENCE, UNLESS
EARLIER TERMINATED BY MUTUAL AGREEMENT OF BOISE SUB AND FPH, THIS AGREEMENT
SHALL TERMINATE UPON THE EARLIEST TO OCCUR OF: (I) THE COMPLETE LIQUIDATION OR
DISSOLUTION OF TIMBER HOLDING CO. OR ITS SUBSIDIARIES AND THE PAYMENT OF THE
PROCEEDS OF SUCH LIQUIDATION OR DISSOLUTION TO BOISE SUB AND FPH; (II) A PUBLIC
OFFERING (PROVIDED THAT THEREAFTER THIS AGREEMENT SHALL NEVERTHELESS REMAIN IN
FULL FORCE AND EFFECT WITH RESPECT TO THE PROVISIONS OF SECTION 8.13 AND ALL
RELATED DEFINITIONS AND PROVISIONS TO THE EXTENT NECESSARY OR DESIRABLE TO GIVE
EFFECT TO SECTION 8.13 UNTIL THE BOISE SUB HOLDERS CEASE TO HOLD ANY SERIES A
COMMON OR THE OCCURRENCE OF AN EVENT DESCRIBED IN CLAUSES (I), (III), (IV), OR
(V) OF THIS SENTENCE); (III) SUCH DATE AS BOISE SUB AND ITS AFFILIATES FIRST
HOLD LESS THAN 50% OF THE NUMBER OF SHARES OF SERIES B COMMON THAT THEY HOLD ON
THE DATE OF THE CLOSING; (IV) THE ACQUISITION OF ALL OR SUBSTANTIALLY ALL OF THE
STOCK OR ASSETS OF BCC OR BOISE SUB (WHETHER DIRECTLY OR INDIRECTLY AND WHETHER
BY STOCK SALE, ASSET SALE, MERGER, CONSOLIDATION, COMBINATION OR OTHERWISE) BY A
PERSON ENGAGED, DIRECTLY OR INDIRECTLY, IN A BUSINESS THAT HAS MORE THAN $500
MILLION IN ANNUAL REVENUES IN A BUSINESS THAT COMPETES OR BUSINESSES THAT
COMPETE WITH THE BUSINESS OF FPH AND ITS SUBSIDIARIES, OR (V) AT THE ELECTION