Common use of Purchase Price and Allocation Clause in Contracts

Purchase Price and Allocation. 2.1 The aggregate purchase price (the “Purchase Price”) to be paid by Purchaser for the Timberlands, the Timber Reservations, the Timberlands Contracts, the Mineral Rights and the Personal Property shall be Nine Hundred Thirty-four Million One Hundred Two Thousand One Hundred Sixty-Three Dollars ($934,102,163.00), subject to adjustment as set forth in this Agreement, and shall be payable to MWV as follows: a. In exchange for the Installment Sale Timberlands, delivery by PCT to MWV at Closing of an Installment Note (“Note”) in the amount of $860,000,000 that is substantially in the form attached hereto as Exhibit 30 with such changes (i) as are required to be made pursuant to Section 3.2(d) or (e), (ii) as the Parties may otherwise reasonably agree from time to time for the purpose of assisting MWV in any securitization or other financing of the Note that MWV may enter into post-Closing and (iii) to reflect any applicable amendment to the representations, warranties, covenants or events of default in the Existing Term Loan Agreement or Existing Revolving Credit Agreement as agreed between PCT and its lenders thereunder after the date hereof and prior to the Closing Date. PCT shall issue the Note on the Closing Date to MWV or, if MWV shall elect in its sole discretion, a designee that is a wholly-owned Subsidiary of MWV. The interest rate on the Note shall be the interest rate agreed to by PCT and MWV on or prior to the Closing Date (the “Parties Agreed Rate”); provided, however, that in the event MWV and PCT are unable to agree on the interest rate for any reason, such rate shall be the interest rate determined on or prior to the Closing Date by Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., jointly, based on the all-in yield (consisting of the 10 year United States Treasury rate plus a new issue credit spread) equal to what PCT would be required to pay in a hypothetical $860,000,000 new issue debt offering of ten (10) year public unsecured bonds issued at par to large United States institutional investors (after giving effect on a pro forma basis to the transactions contemplated herein and capital structure of PCT on the Closing Date) (the “Banker Agreed Rate”). For the avoidance of doubt, irrespective of whether the Parties Agreed Rate is agreed by the Parties on the Closing Date, the Banker Agreed Rate will be determined and acknowledged by the Parties on or prior to the Closing Date. b. $5,002,163 by wire transfer of immediately available funds by PCT to MWV at Closing to an account designated by MWV in exchange for certain Installment Sale Timberlands; c. $4,100,000 by wire transfer of immediately available funds by PCT to MWV at Closing to an account designated by MWV in exchange for the Non-Installment Sale Timberlands; d. $10,000,000 by wire transfer of immediately available funds by PCT to MWV at Closing to an account designated by MWV in exchange for the Timberlands Contracts; and e. $55,000,000 by wire transfer of immediately available funds by Highland Mineral to MWV at the Closing to an account designated by MWV in exchange for the Mineral Rights. Purchaser may, at its election, make the 2.1(b) through (e) wire transfers with one (1) wire transfer of immediately available funds equal to the aggregate amount of 2.1(b) through (e). 2.2 For the avoidance of doubt, the Parties acknowledge and agree that no portion of the Cash Consideration is exchanged for the Installment Sale Timberlands and no portion of the Note is exchanged for any Assets other than the Installment Sale Timberlands.