PROPERTY ABOVE,
EXCLUDING THE SEED ORCHARD, THE PURCHASE PRICE SHALL BE ADJUSTED EITHER UP OR
DOWN TO REFLECT THE DIFFERENCE ON THE BASIS OF $625.00 PER ACRE; PROVIDED THAT
IF THE ACREAGE ADJUSTMENT IS IN EXCESS OF 23,000 ACRES, EACH OF PURCHASER AND
SELLER SHALL HAVE A RIGHT TO TERMINATE THIS AGREEMENT.
IF APPLICABLE, AT LEAST
THREE (3) DAYS PRIOR TO THE CLOSING DATE, PURCHASER AND SELLER SHALL SUBMIT TO
THE TITLE COMPANY A WRITTEN NOTICE ADVISING THE TITLE COMPANY OF THE ADJUSTMENT
TO THE PURCHASE PRICE PURSUANT TO THIS SECTION 2.04(B).
(C)
CASH AND NOTE ARRANGEMENT.
AT THE CLOSING,
PURCHASER SHALL (I) PAY TO SELLER IN CASH, IN IMMEDIATELY AVAILABLE FUNDS, AN
AMOUNT EQUAL TO THE SUM OF (X) THE NON-TIMBERLAND ALLOCATION PLUS (Y) THE
PRODUCT OF (1) THE PURCHASE PRICE MINUS THE NON-TIMBERLAND ALLOCATION AND (2)
.05 (THE "CASH AMOUNT"), PLUS (Z) ANY ADJUSTMENTS, AS APPLICABLE, (1) TO THE
11
EXTENT THAT THE NOTE AMOUNT IS ROUNDED DOWN TO AN INCREMENT OF $100,000 PURSUANT
TO THIS SECTION 2.04(C)(II)(A) AND (2) PURSUANT TO SECTION 7.13 HEREOF (THE SUM
OF (X), (Y) AND (Z), THE "ADJUSTED CASH AMOUNT"), LESS THE AMOUNT OF THE
DEPOSIT, AND (II) DELIVER TO SELLER, OR ITS DESIGNEE, (A) AN INSTALLMENT NOTE IN
THE FORM OF EXHIBIT A HERETO (THE "NOTE"), WHICH SHALL HAVE BEEN DULY AUTHORIZED
AND VALIDLY ISSUED BY, AND SHALL BE BINDING UPON AND ENFORCEABLE AGAINST THE
PURCHASER, IN THE AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE PURCHASE PRICE MINUS
THE ADJUSTED CASH AMOUNT (CALCULATED WITHOUT MAKING THE ADJUSTMENT REFERRED TO
IN SECTION 2.04(C)(I)(Z)(1)) ROUNDED DOWN TO THE NEAREST $100,000 INCREMENT (THE
"NOTE AMOUNT") AND (B) A SEPARATE IRREVOCABLE STANDBY LETTER OF CREDIT IN THE
FORM OF EXHIBIT B HERETO (THE "LC"), WHICH SHALL HAVE BEEN DULY AUTHORIZED AND
VALIDLY ISSUED BY THE LC BANK FOR THE ACCOUNT OF THE PURCHASER IN AN AGGREGATE
AMOUNT EQUAL TO THE NOTE AMOUNT.
SELLER EXPRESSLY WAIVES AND RELEASES ANY
EXPRESS OR IMPLIED PURCHASE MONEY LIEN TO SECURE PAYMENT OF THE NOTE AMOUNT.
2.05
EARNEST MONEY DEPOSIT.
(A)
THE DEPOSIT.
ON THE EFFECTIVE DATE,
PURCHASER WILL DELIVER A NON-REFUNDABLE (EXCEPT AS SPECIFIED HEREIN) EARNEST
MONEY DEPOSIT OF
EIGHT MILLION SEVEN HUNDRED THIRTY ONE THOUSAND FIVE HUNDRED
AND NO/100 DOLLARS ($8,731,500.00) IN IMMEDIATELY AVAILABLE FUNDS TO THE ESCROW
AGENT TO BE DEPOSITED IN AN INTEREST BEARING ACCOUNT (THE "DEPOSIT").
(B)
ESCROW INSTRUCTIONS.
THE DEPOSIT SHALL BE
HELD IN ESCROW BY THE ESCROW AGENT, IN ACCORDANCE WITH THE ESCROW AGREEMENT, A
FORM OF WHICH IS ATTACHED HERETO AS EXHIBIT C (THE "ESCROW AGREEMENT").
THE
DEPOSIT SHALL BE NON-REFUNDABLE TO PURCHASER (EXCEPT AS SPECIFIED HEREIN), AND
AT THE CLOSING THE INTEREST EARNED THEREON SHALL BE CREDITED TOWARD PURCHASER'S
PAYMENT OF THE PURCHASE PRICE AT CLOSING.
PURCHASER SHALL BE RESPONSIBLE FOR
ANY TAXES ASSOCIATED WITH INTEREST EARNED ON THE DEPOSIT.
(C)
DESIGNATION OF REPORTING PERSON.
IN ORDER
TO ASSURE COMPLIANCE WITH THE REQUIREMENTS OF SECTION 6045 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED
THEREUNDER,