THE
GLCP PURCHASE PRICE (THE "BASE PURCHASE PRICE");
(II)
DECREASED BY THE REMAINING ACCRUED
LIABILITIES, IF ANY;
(III)
DECREASED BY THE PROPERTY ADJUSTMENT AMOUNT, IF APPLICABLE, IN
ACCORDANCE WITH SECTION 7.19(B); AND
(IV)
INCREASED, IF APPLICABLE, IN ACCORDANCE WITH
SECTION 7.28(B).
(B)
CASH AMOUNTS.
(I)
AT THE CLOSING, CCR (A) SHALL DIRECT THE
RELEASE AND APPLICATION OF THE AMOUNTS IN THE CASH COLLATERAL ACCOUNT AND THE
CONSTRUCTION RESERVE ACCOUNT, IF ANY, TO MAKE A PAYMENT IN RESPECT OF THE BANK
OF AMERICA FACILITIES (SUCH AMOUNTS, THE "BANK OF AMERICA REPAYMENT") AND
(B) MAY, BUT SHALL NOT BE OBLIGATED TO, MAKE PAYMENT(S) IN RESPECT OF ANY OF THE
DEBT FACILITIES (THE AGGREGATE AMOUNTS PAID BY CCR PURSUANT TO THIS CLAUSE (B),
IF ANY, AND THE BANK OF AMERICA REPAYMENT ARE COLLECTIVELY HEREINAFTER REFERRED
TO AS THE "COMPANY LOAN PAYMENT AMOUNT").
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(II)
AT THE CLOSING, THE PURCHASE PRICE SHALL
BE PAID BY THE BUYERS TO OR FOR THE BENEFIT OF THE SELLERS AS FOLLOWS:
(A)
$25,000,000 (TWENTY FIVE MILLION DOLLARS) (THE
"INDEMNITY ESCROW AMOUNT") PAYABLE BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE US
FUNDS TO THE ESCROW AGENT TO BE HELD TO SATISFY SELLERS' INDEMNIFICATION
OBLIGATIONS PURSUANT TO SECTION 7.10 AND ARTICLE 10 AND DISTRIBUTED PURSUANT TO
THE TERMS AND CONDITIONS OF THE ESCROW AGREEMENT AND THIS AGREEMENT;
(B)
AN AGGREGATE AMOUNT (THE "BUYER LOAN PAYMENT
AMOUNT") EQUAL TO THE LOAN PAYOFF AMOUNT, LESS THE COMPANY LOAN PAYMENT AMOUNT,
PAYABLE BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO THE LENDERS UNDER THE
DEBT FACILITIES;
(C)
AN AMOUNT (THE "STAY BONUS PAYOFF AMOUNT")
EQUAL TO THE AGGREGATE AMOUNT REQUIRED TO SATISFY IN FULL ALL STAY BONUSES
OUTSTANDING AS OF THE CLOSING DATE, IF ANY, PAYABLE BY WIRE TRANSFER IN
IMMEDIATELY AVAILABLE FUNDS TO AN ESCROW ACCOUNT AND TO BE HELD AND DISTRIBUTED
PURSUANT TO THE ESCROW AGREEMENT; AND
(D)
AN AMOUNT TO EACH SELLER EQUAL TO THE PRODUCT
OF (I) THE PURCHASE PRICE, LESS THE INDEMNITY ESCROW AMOUNT, LESS THE BUYER LOAN
PAYMENT AMOUNT, LESS THE STAY BONUS PAYOFF AMOUNT, MULTIPLIED BY (II) THE
PURCHASE PRICE PERCENTAGE SET FORTH ON EXHIBIT D HERETO FOR EACH SELLER, BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH ACCOUNT OR ACCOUNTS DESIGNATED
IN WRITING AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE CLOSING DATE, BY SUCH
SELLER.
(III)
CCR AGREES THAT, AS OF THE SHIFT CHANGE CLOSEST IN TIME FOLLOWING
12:00 A.M. LOCAL TIME ON THE CLOSING DATE, COMPANY CASH SHALL EQUAL AT LEAST
$20,000,000 (TWENTY MILLION DOLLARS) (OR $18,500,000 (EIGHTEEN MILLION FIVE
HUNDRED THOUSAND DOLLARS) IF THE PURCHASE PRICE IS REDUCED BY THE PROPERTY
ADJUSTMENT AMOUNT), AND SUCH AMOUNT OF COMPANY CASH SHALL NOT BE APPLIED TO
REDUCE ANY REMAINING ACCRUED LIABILITIES AS OF THE CLOSING DATE, BUT SHALL BE
RETAINED BY CCR (OR THE APPLICABLE SUBSIDIARY THEREOF) THEREAFTER FOR THE
BENEFIT OF THE PARENT AND THE BUYERS IN THE OPERATION OF THE BUSINESS.
(IV)
CCR AGREES THAT "REMAINING ACCRUED
LIABILITIES" SHALL BE EQUAL TO THE TOTAL OF THE RAMPART AMOUNT AND THE