PURPOSES OF ITS DETERMINATION OF THE NGT TAX
AMOUNT, THE INDEPENDENT EXPERT MAY ONLY SELECT A VALUE EQUAL TO ONE OF, OR
BETWEEN, THE TWO VALUES SUBMITTED BY THE SELLERS, ON THE ONE HAND, AND THE
BUYERS, ON THE OTHER HAND. THE BUYERS AND THE SELLERS AGREE TO COOPERATE WITH
THE INDEPENDENT EXPERT DURING THE COURSE OF ITS DETERMINATION AND PROMPTLY
PROVIDE ANY INFORMATION REASONABLY REQUESTED BY THE INDEPENDENT EXPERT FOR ITS
DETERMINATION, INCLUDING INFORMATION REGARDING THE ASSUMPTIONS AND CALCULATIONS
UNDERLYING THE WRITTEN DETERMINATIONS SUBMITTED BY THE BUYERS AND THE SELLERS
AND INFORMATION REGARDING THE COMPANIES (INCLUDING FORECASTS ADOPTED AND USED BY
THE MANAGERS OF CCR IN THE ORDINARY COURSE OF BUSINESS FOR BUSINESS PLANNING
PURPOSES).
THE INDEPENDENT EXPERT'S DETERMINATION OF THE NGT TAX AMOUNT SHALL
BE FINAL, CONCLUSIVE AND BINDING ON THE
76
SELLERS AND THE BUYERS.
WITHIN 30 DAYS OF THE FINAL DETERMINATION OF THE NGT
TAX AMOUNT PURSUANT TO THIS SECTION 7.27(B), THE SELLERS AGREE TO PAY TO THE
BUYERS THE NEW TAX PAYMENT.
THE FEES AND COSTS OF THE INDEPENDENT EXPERT SHALL
BE SHARED EQUALLY BY THE BUYERS, ON THE ONE HAND, AND THE SELLERS, ON THE OTHER
HAND.
(C)
AT THE CLOSING, SOLELY TO SUPPORT THE
SELLERS' POTENTIAL OBLIGATION TO MAKE THE NEW TAX PAYMENT PURSUANT TO THE TERMS
AND CONDITIONS OF THIS SECTION 7.27, THE BUYERS AND THE SELLERS AGREE TO:
(X) ENTER IN A MUTUALLY AGREEABLE ESCROW ARRANGEMENT INVOLVING THE DEPOSIT INTO
ESCROW BY THE SELLERS OF $25 MILLION (IT BEING AGREED AND ACKNOWLEDGED THAT
ESCROW ARRANGEMENTS WITH TERMS SUBSTANTIALLY CONSISTENT WITH THOSE SET FORTH IN
THE ESCROW AGREEMENT SHALL BE MUTUALLY AGREEABLE AMONG THE PARTIES) OR A LETTER
OF CREDIT FROM A NATIONALLY RECOGNIZED COMMERCIAL BANK FOR THE BENEFIT OF THE
ESCROW AGENT IN THE STATED AMOUNT OF $25 MILLION, OR (Y) PROVIDE OTHER CREDIT
SUPPORT REASONABLY ACCEPTABLE TO THE BUYERS ((X) AND (Y) COLLECTIVELY, THE
"SECURITY ARRANGEMENTS").
UPON THE EARLIER OF (I) THE PAYMENT BY THE SELLERS OF
THE NEW TAX PAYMENT PURSUANT TO THIS SECTION 7.27, AND (II) THE OCCURRENCE OF
THE NEW TAX DEADLINE (IF NO NEW TAX PAYMENT IS DUE IN ACCORDANCE WITH
SECTION 7.27(A)), THE SECURITY ARRANGEMENTS SHALL TERMINATE, ALL REMAINING CASH
AMOUNTS RELATED TO SUCH SECURITY ARRANGEMENTS, IF ANY, SHALL BE PROMPTLY
RETURNED TO THE SELLERS AND ALL INSTRUMENTS (INCLUDING ANY LETTERS OF CREDIT OR
OTHER INSTRUMENTS OF CREDIT SUPPORT) RELATED TO SUCH SECURITY ARRANGEMENTS SHALL
BE PROMPTLY RETURNED TO THE SELLERS FOR CANCELLATION.
(D)
ANY AND ALL PAYMENTS MADE BY THE SELLERS TO
THE BUYERS PURSUANT TO THIS SECTION 7.27 SHALL BE TREATED FOR ALL TAX PURPOSES
AS AN ADJUSTMENT TO THE PURCHASE PRICE.
7.28.
Changes in CCR Capital Structure.
The parties
understand and acknowledge that the purpose and intent of the Option is that,
upon exercise thereof and consummation of the transactions contemplated hereby,
the Buyers will own, either directly or indirectly, one hundred percent (100%)
of the outstanding equity capital of CCR.
Accordingly, in the event that CCR
issues any units or