THE EQUITY INTERESTS IN, ONE OR MORE CASINOS OR CASINO/HOTELS, (II) ANY
PERSON THAT ENGAGES IN THE MANAGEMENT OF ONE OR MORE CASINOS OR CASINO/HOTELS AS
A MATERIAL PORTION OF ITS BUSINESS, OR (III) ANY PERSON THAT DIRECTLY OR
INDIRECTLY IS IN CONTROL OF, IS CONTROLLED BY OR UNDER COMMON CONTROL WITH ANY
OF THE FOREGOING.
(F)
"CURRENT MARKET PRICE" MEANS, ON ANY DATE SPECIFIED HEREIN, (I)
THE AVERAGE DAILY MARKET PRICE DURING THE PERIOD OF THE MOST RECENT 20 DAYS
ENDING ON THE RELEVANT DATE, ON WHICH THE NATIONAL SECURITIES EXCHANGES WERE
OPEN FOR TRADING, (II) IF NO CLASS OF MEMBERSHIP INTERESTS ARE THEN LISTED OR
ADMITTED TO TRADING ON ANY NATIONAL SECURITIES EXCHANGE
24
OR GRANTED IN THE OVER-THE-COUNTER MARKET, THEN THE "CURRENT MARKET PRICE" SHALL
BE THE MARKET PRICE ON SUCH DATE OR (III) IF THERE SHALL HAVE BEEN NO TRADING ON
SUCH DATE OR IF SUCH SECURITY IS NOT SO DESIGNATED OR IF SUCH SECURITY IS NOT
THEN LISTED OR ADMITTED TO TRADING ON ANY NATIONAL EXCHANGE OR QUOTED IN THE
OVER-THE-COUNTER MARKET, OR IF THE ASSET TO BE VALUED IS OTHER PROPERTY, THE
FAIR MARKET VALUE THEREOF DETERMINED IN GOOD FAITH BY THE MEMBER AND HOLDERS
HOLDING A REQUIRED INTEREST.
(G)
"DEFAULT RATE" MEANS 20% PER ANNUM, OR SUCH LOWER RATE AS THEN MAY
BE THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW.
(H)
"EBITDA" SHALL MEAN WITHOUT DUPLICATION, (A) THE SUM OF (I) NET
INCOME, (II) INTEREST EXPENSE, (III) FEDERAL, STATE AND LOCAL INCOME TAXES
DEDUCTED IN DETERMINING NET INCOME, AND (IV) DEPRECIATION AND AMORTIZATION AND
OTHER NON-CASH ITEMS PROPERLY DEDUCTED IN DETERMINING NET INCOME, IN EACH CASE
ON A CONSOLIDATED BASIS FOR THE COMPANY AND ITS SUBSIDIARIES FOR SUCH PERIOD,
CALCULATED ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, MINUS (B) NON-CASH ITEMS PROPERLY ADDED IN DETERMINING
NET INCOME FOR SUCH PERIOD (CALCULATED ON A CONSOLIDATED BASIS IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES).
ANY AND ALL PAYMENTS MADE TO
NORTHWIND IN CASH PURSUANT TO THE ENERGY SERVICES AGREEMENT SHALL BE DEEMED TO
BE OPERATING EXPENSES OF THE COMPANY FOR THE PURPOSE OF DETERMINING EBITDA.
(I)
"ENERGY SERVICES AGREEMENT" MEANS THAT CERTAIN ENERGY SERVICE
AGREEMENT DATED AS OF SEPTEMBER 24, 1998 BY AND BETWEEN ALADDIN GAMING AND
NORTHWIND AS AMENDED AND ASSUMED BY ALADDIN GAMING AND ASSIGNED TO OPBIZ.
(J)
"EQUITY VALUE" MEANS AN AMOUNT EQUAL TO EIGHT TIMES (8.0X) EBITDA
FOR THE TWELVE CALENDAR MONTHS ENDING ON THE LAST DAY OF THE MONTH IMMEDIATELY
PRECEDING THE PUT DEMAND DATE, LESS NET DEBT OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES AS OF THE END OF
MONTH IMMEDIATELY PRECEDING THE PUT DEMAND DATE.
(K)
"FAIR MARKET VALUE" MEANS, WITH RESPECT TO ANY SECURITY OR OTHER
PROPERTY, EITHER (I) THE MARKET PRICE, IF ANY, OF SUCH SECURITY OR (II) IF NO
MARKET PRICE EXISTS, THE VALUE (WHICH SHALL NOT TAKE INTO EFFECT ANY DISCOUNTS
FOR MINORITY INTEREST, ILLIQUIDITY OR RESTRICTIONS ON TRANSFERABILITY) OF SUCH
SECURITY OR OTHER PROPERTY AS DETERMINED IN GOOD