EXHIBIT 10.18
AMENDMENT NO. 4
This Amendment No. 4 to the Trust Agreement between Boise Cascade
Corporation and American National Bank and Trust Company of Chicago dated
November 2, 1987, as amended and restated as of December 13, 1996, is
effective July 29, 1999, and amends the Trust Agreement as follows:
Sections 3.01 and 3.02 of Article III, CHANGE IN CONTROL, are revised to
read:
SECTION 3.01 DEFINITION OF POTENTIAL CHANGE IN CONTROL. For
purposes of this Trust, a "Potential Change in Control" shall be deemed to
have occurred if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in
Control of the Company; (ii) the Company or any Person publicly announces
an intention to take or to consider taking actions which if consummated
would constitute a Change in Control of the Company; iii) any Person
becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing 9.5% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the Company's
then outstanding securities, unless that Person has filed a schedule under
Section 13 of the Securities Exchange Act of 1934 and the rules and
regulations promulgated under Section 13, and that schedule (including any
and all amendments) indicates that the Person has no intention to
(a) control or influence the management or policies of the Company or
(b) take any action inconsistent with a lack of intention to control or
influence the management or policies of the Company; or (iv) the Board
adopts a resolution to the effect that a Potential Change in Control of
the Company has occurred.
SECTION 3.02 DEFINITION OF CHANGE IN CONTROL. For purposes
of this Trust, a "Change in Control" shall mean a Change in Control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), or any successor provisions,
whether or not the Company is then subject to such reporting requirement;
provided that, without limitation, such a Change in Control shall be
deemed to have occurred if:
(a) Any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of
either the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding securities;
provided, however, if such Person acquires securities directly from the
Company, such securities shall not be included unless such Person acquires
additional securities which, when added to the securities acquired
directly from the Company, exceed 20% of the Company's then outstanding
shares of common stock or the combined voting power of the Company's then
outstanding securities; and provided further that any acquisition of
securities by any Person in connection with a transaction described in
Subsection 3.02(c)(i) shall not be deemed to be a change in control of the
Company; or
(b) The following individuals cease for any reason to
constitute at least 66 2/3% of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of
directors of the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office
who either were directors on the date hereof or whose appointment,
election, or nomination for election was previously so approved (the
"Continuing Directors"); or
(c) The consummation of a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company) with any
other corporation other than (i) a merger or consolidation which would
result in both (a) continuing directors continuing to constitute at least
66 2/3% of the number of directors of the combined entity immediately
following consummation of such merger or consolidation and (b) the voting
securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or any
parent thereof) at least 66 2/3% of the combined voting power of the
voting securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company's then
outstanding securities; provided, however, if such Person acquires
securities directly from the Company, such securities shall not be
included unless such Person acquires additional securities which, when
added to the securities acquired directly from the Company, exceed 20% of
the Company's then outstanding shares of common stock or the combined
voting power of the Company's then outstanding securities; and provided
further that any acquisition of securities by any Person in connection
with a transaction described in Subsection 3.02(c)(i) shall not be deemed
to be a change in control of the Company; or
(d) The stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or the consummation of
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 66 2/3% of the combined voting power of the
voting securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to such
sale.
In witness whereof, the parties have executed this Amendment No. 4
as of the date first written above.
BOISE CASCADE CORPORATION
By ______________________________
▇. ▇. ▇▇▇▇▇▇▇▇
Senior Vice President and
General Counsel
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By_______________________________
Title____________________________
