GAMING
TAX AMOUNT AS OF THE DATE IMMEDIATELY PRECEDING THE CLOSING DATE; PROVIDED THAT,
IN THE EVENT THAT THE CASH LOG AS OF SUCH DATE REFLECTS AMOUNTS IN THE LINE
ITEMS "CASH IN BANK" AND "INVESTMENTS" AND SUCH AMOUNTS
23
HAVE NOT OTHERWISE BEEN APPLIED TO THE COMPANY LOAN PAYMENT AMOUNT, THEN THE
SELLERS MAY ELECT TO HAVE ALL OR ANY PORTION OF THE "CASH IN BANK" AND
"INVESTMENTS" AMOUNTS RETAINED BY CCR (OR THE APPLICABLE SUBSIDIARY THEREOF) ON
THE CLOSING DATE FOR THE BENEFIT OF THE PARENT AND THE BUYERS, IN WHICH EVENT,
FOR PURPOSES OF DETERMINING THE PURCHASE PRICE, THE REMAINING ACCRUED
LIABILITIES SHALL BE REDUCED BY THE AGGREGATE AMOUNT SO RETAINED BY CCR (OR THE
APPLICABLE SUBSIDIARY THEREOF).
(C)
CLOSING STATEMENT AND CASH LOG.
ON THE
CLOSING DATE, CCR SHALL DELIVER TO THE PARENT AND THE BUYERS (I) A CLOSING
STATEMENT CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF CCR (THE "CLOSING
STATEMENT"), SETTING FORTH A REASONABLY DETAILED CALCULATION OF THE COMPANY LOAN
PAYMENT AMOUNT, THE BUYER LOAN PAYMENT AMOUNT, THE STAY BONUS PAYOFF AMOUNT AND
THE REMAINING ACCRUED LIABILITIES, AND (II) THE CASH LOG AS OF SUCH DATE,
TOGETHER WITH BANK STATEMENTS OR OTHER REASONABLE SUPPORTING DOCUMENTATION IN
RESPECT OF THE LINE ITEMS "CASH IN BANK" AND "INVESTMENTS".
IN CONNECTION WITH
THE PREPARATION OF THE CLOSING STATEMENT AND THE CASH LOG, CCR SHALL PERMIT
EMPLOYEES OF THE PARENT OR AN ENTITY IN THE GAMING BUSINESS RELATED TO THE
PARENT TO OBSERVE AND REVIEW THE DETERMINATION OF COMPANY CASH AND REMAINING
ACCRUED LIABILITIES, INCLUDING THE PREPARATION OF THE OPERATING REPORTS USED FOR
DETERMINING THE RAMPART AMOUNT AND THE GAMING TAX AMOUNT.
2.3.
Exercise of the Option.
(A)
THE OPTION IS EXERCISABLE AT THE ELECTION
OF THE BUYERS IN THEIR SOLE AND ABSOLUTE DISCRETION AT ANY TIME DURING THE
PERIOD FOLLOWING THE DATE HEREOF AND PRIOR TO 12:01 A.M., LOCAL TIME, ON THE
FIRST DAY IMMEDIATELY FOLLOWING THE SECOND ANNIVERSARY OF THE DATE HEREOF (SUCH
PERIOD IS HEREINAFTER REFERRED TO AS THE "EXERCISE PERIOD").
THE OPTION MAY
ONLY BE EXERCISED A SINGLE TIME DURING THE EXERCISE PERIOD.
(B)
IF THE BUYERS DESIRE TO ELECT TO EXERCISE
THE OPTION, THE BUYERS SHALL DELIVER A WRITTEN REVOCABLE NOTICE (THE
"CONDITIONAL EXERCISE NOTICE") TO CCR AND THE SELLERS OF THE BUYERS' INTENTION
TO EXERCISE THE OPTION.
IF, AFTER REVIEW OF THE SUPPLEMENTAL SELLERS DISCLOSURE
SCHEDULES, IF ANY, DELIVERED IN ACCORDANCE WITH SECTION 7.5, THE BUYERS ELECT TO
EXERCISE THE OPTION, THE BUYERS SHALL DELIVER IRREVOCABLE WRITTEN NOTICE (THE
"FINAL EXERCISE NOTICE") TO CCR AND THE SELLERS WITHIN THIRTY (30) DAYS OF THE
DELIVERY OF THE SUPPLEMENTAL DISCLOSURE SCHEDULES BY CCR AND THE SELLERS IN
ACCORDANCE WITH SECTION 7.5, CONFIRMING THE BUYERS' EXERCISE OF THE OPTION.
SUBJECT TO SECTION 7.5(C), IF THE BUYERS DELIVER THE FINAL EXERCISE NOTICE, THE
CLOSING OF THE OPTION AND THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
SHALL OCCUR IN ACCORDANCE WITH ARTICLE 3.
(c)
Notwithstanding anything to the contrary
contained in this Agreement, the Option may not