Exhibit 99.5
OFFICEMAX, INC.
AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT dated as of July 13, 2003 (this "Amendment") to
the Rights Agreement (the "Rights Agreement") dated as of March 17,
2000 between OfficeMax, Inc., an Ohio corporation (the "Company"),
and EquiServe, Trust Company, N.A. (formerly known as First Chicago
Trust Company of New York), a New York trust company, as rights
agent (the "Rights Agent"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to
such terms in the Rights Agreement.
WHEREAS the Company, Boise Cascade Corporation, a Delaware
corporation ("PARENT"), and Challis Corporation, an Ohio corporation and a
direct wholly owned subsidiary of Parent ("Sub"), have proposed to enter into
an Agreement and Plan of Merger to be dated the date hereof (the "Merger
Agreement");
WHEREAS the Company desires to amend the Rights Agreement to render
the Rights inapplicable to the Merger (as defined in the Merger Agreement),
the shareholder agreement between Parent and Xxxxxxx Xxxxx and the other
transactions contemplated by the Merger Agreement;
WHEREAS the Company deems this Amendment to the Rights Agreement to
be necessary and desirable and in the best interests of the holders of the
Rights and has duly approved this Amendment; and
WHEREAS Section 26 of the Rights Agreement permits the Company at
any time before any person becomes an Acquiring Person to amend the Rights
Agreement in the manner provided herein.
NOW, THEREFORE, the Company amends the Rights Agreement as follows:
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Section 1. Amendment to Section 3(b). Section 3(b) of the Rights
Agreement is hereby amended to add the following text at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Parent nor any of its Affiliates or Associates shall become
an Acquiring Person, either individually or collectively, no
Distribution Date or Business Combination shall occur, no Rights
shall separate from the Common Shares or otherwise become
exercisable and no adjustment shall be made pursuant to Sections 11
or 12, in each case solely by virtue of (i) the announcement of the
Merger, (ii) the acquisition of Common Shares pursuant to the Merger
or the Merger Agreement, (iii) the execution of the Merger Agreement
or the Voting Agreement or (iv) the consummation of the Merger or
the other transactions contemplated by the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger
dated as of July 13, 2003, among the Company, Parent and Challis
Corporation, an Ohio corporation and a direct wholly owned
subsidiary of Parent, as the same may be amended from time to time
in accordance with its terms;
"Merger" shall have the meaning assigned to such term in the
Merger Agreement;
"Parent" shall mean Boise Cascade Corporation, a Delaware
corporation; and
"Voting Agreement" shall mean the Shareholder Agreement dated
as of July 13, 2003 between Parent and Xxxxxxx Xxxxx.
Section 2. AMENDMENTS TO SECTION 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the text: "the Close of Business on the 10th
anniversary of the date of this Rights Agreement (the Close of Business on
such date being the "Expiration Date")" and substituting in its place the
following text: "(A) the Close of Business on the 10th anniversary of the date
of this Rights Agreement and (B) immediately prior to the Effective Time of
the Merger (as defined in the Merger Agreement) (the earlier of such times
being the "Expiration Date")".
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Section 3. FULL FORCE AND EFFECT. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the law of the State of Ohio applicable to
contracts to be made and performed entirely within such State.
Section 5. COUNTERPARTS. This Amendment may be executed in two
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the day and year first above written.
OFFICEMAX, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Secretary
Acknowledged and Approved by:
EQUISERVE, TRUST COMPANY, N.A.
as Rights Agent
By:
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Name:
Title:
