Common use of Determination of Repurchase Price Clause in Contracts

Determination of Repurchase Price. (a) The Section 5 (a) Repurchase Price shall be a per share repurchase price equal to the fair market value of the shares, as determined in good faith by the Board of Directors of the Company, on the basis of the value of the Company as a whole divided by the fully diluted equity of the Company (the "Fair Market Value Per Share"), or, after a Public Offering, the Market Price Per Share (as defined in Section 7(h) herein). (b) The Section 6 (a) Repurchase Price shall be a per share repurchase price equal to the lesser of (i) the Purchase Price and (ii) the Book Value (or after a Public Offering, the Market Price Per Share). (c) (i) with respect to Rollover Equity, the Section 6(c) Repurchase Price shall be a per share repurchase price equal to the Fair Market Value Per Share (or after a Public Offering, the Market Price Per Share), (ii) with respect to Option Shares, the Section 6(c) Repurchase Price shall be a per share repurchase price equal to Book Value (or after a Public Offering, the Market Price Per Share). (d) The Section 6(d) Repurchase Price shall be the lesser of (A) the Book Value (or after a Public Offering, the Market Price Per Share) or (B) the Purchase Price plus (i) the Applicable Percentage (as defined) multiplied by (ii) the excess, if any, of the Book Value (or after a Public Offering, the Market Price Per Share) over the Purchase Price. The Applicable Percentage equals 25% on and after the first anniversary of the Purchase Date, 50% on and after

Determination of Repurchase Price. (a) The Section 5 (a) 5 Repurchase Price and the Section 6 Repurchase Price are hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be a per share repurchase price equal to the fair market value of the shares, as determined in good faith by the Board of Directors of the Company, calculated on the basis of the value unaudited financial statements of the Company as a whole divided by the fully diluted equity of the Company (the "Fair Market Value Per Share"), or, after a Public Offering, or the Market Price Per Share (as defined in Section 7(h7(f)) hereinas of the last day of the fiscal quarter preceding the later of (i) the fiscal quarter in which the event giving rise to the repurchase occurs and (ii) the fiscal quarter in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date"). The event giving rise to the repurchase shall be the event set forth in Section 5 or 6 and not the giving of any notice required pursuant to such sections. (b) The Prior to a Public Offering (as hereinafter defined), the Section 6 (a) 5 Repurchase Price shall be a per share repurchase price Repurchase Price equal to $2.00 plus the amount, if any, by which the Book Value Per Share (as defined in Section 7(d)) as of the Repurchase Calculation Date exceeds $2.00. After a Public Offering, the Section 5 Repurchase Price shall be a per share Repurchase Price equal to $2.00 plus the amount, if any, by which the Market Price Per Share as of the Repurchase Calculation Date exceeds $2.00. (c) Prior to a Public Offering, the Section 6 Repurchase Price shall be a per share Repurchase Price equal to the lesser of (i) the Purchase Price and Book Value Per Share (as defined in paragraph (d) below) or (ii) $2.00 plus (x) the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value (or after Per Share as of the Repurchase Calculation Date exceeds $2.00. After a Public Offering, the Market Price Per Share). (c) (i) with respect to Rollover Equity, the Section 6(c) 6 Repurchase Price shall be a per share repurchase price Repurchase Price equal to the Fair lesser of (i) Market Value Price Per Share or (or after a Public Offeringii) $2.00 plus (a) the Percentage multiplied by (b) the amount, if any, by which the Market Price Per Share), (ii) with respect to Option Shares, the Section 6(c) Repurchase Price shall be a per share repurchase price equal to Book Value (or after a Public Offering, the Market Price Per Share). (d) The Section 6(d) Repurchase Price shall be the lesser of (A) the Book Value (or after a Public Offering, the Market Price Per Share) or (B) the Purchase Price plus (i) the Applicable Percentage (Share as defined) multiplied by (ii) the excess, if any, of the Book Value (or after a Public Offering, the Market Price Per Share) over the Purchase Price. The Applicable Percentage equals 25% on and after the first anniversary of the Purchase Date, 50% on and afterRepurchase Calculation Date exceeds $2.00.

Determination of Repurchase Price. (a) The Section 5 (a) Repurchase Price for the Stock pursuant to Section 5 or Section 6 shall be a per share repurchase price equal to the fair market value of the shares, as determined in good faith by the Board of Directors of the Company, calculated on the basis of the value Section 5 Repurchase Price per Share (as determined in accordance with Section 7(b)) or the Section 6 Repurchase Price per Share (as determined in accordance with Section 7(c)), as the case may be, as of the Company as a whole divided by the fully diluted equity last day of the Company fiscal month preceding the fiscal month in which the event giving rise to the repurchase occurs (the "Fair Market Value Per ShareRepurchase Calculation Date"). For all purposes of this Agreement, orthe event giving rise to the repurchase shall be the death, after Permanent Disability or retirement of the Recipient or the happening of any event set forth in Sections 6(a)(i), (ii) or (iii) above, not the giving of any notice required pursuant to Section 5 or 6. (b) Prior to a Public Offering, Offering (as hereinafter defined) the Market Section 5 Repurchase Price per Share shall be equal to the Book Value Per Share (as defined in Section 7(h7(d)) hereinas of the Repurchase Calculation Date. After a Public Offering, the Section 5 Repurchase Price per Share shall be equal to the Market Value per Share (as defined in Section 7(d)) as of the Repurchase Calculation Date. (bc) The Prior to a Public Offering, the Section 6 (a) 6 Repurchase Price per Share, as of any Repurchase Calculation Date, shall be a per share repurchase price equal to the lesser of (i) the Purchase Price Book Value Per Share and (ii) the Book Value (or after $500. After a Public Offering, the Market Section 6 Repurchase Price Per Share). (c) per Share shall be a equal to the lesser of (i) with respect to Rollover Equity, the Section 6(c) Repurchase Price shall be a per share repurchase price equal to the Fair Market Value Per Share (or after a Public Offering, the Market Price Per Share), and (ii) with respect to Option Shares, the Section 6(c) Repurchase Price shall be a per share repurchase price equal to Book Value (or after a Public Offering, the Market Price Per Share)$500. (d) The Section 6(d) Repurchase Price For purposes of this Agreement, "Book Value Per Share", as of any calculation date, shall be the lesser of (Ai)(a) the Book Value difference between (1) $28,000,000 plus the net income (or after loss) determined in accordance with generally accepted accounting principles applied on a Public Offeringbasis consistent with any prior periods (a "GAAP Basis") for the period from June 28, 1993, through the Market Price Per Sharelast day of the last full calendar month preceding such calculation date (the "Period"), plus depreciation and amortization determined on a GAAP Basis for the Period, plus income tax expense determined on a GAAP Basis for the Period, plus capital contributions for the Period, and (2) cash capital expenditures (excluding amounts allocated to capital expenditures in any purchase accounting transaction) for the Period determined on a GAAP Basis, plus income taxes currently paid or payable during the Period, plus dividends for the Period, plus (Bb) the Purchase Price plus (i) the Applicable Percentage (as defined) multiplied aggregate exercise prices of all outstanding options and other rights to acquire shares of Common Stock, divided by (ii) the excesssum of (a) the number of shares of Common Stock then outstanding, if any(b) the number of shares of Common Stock issuable upon the exercise of all outstanding options and other rights to acquire shares of Common Stock and (c) the number of share equivalents issuable pursuant to any equity appreciation rights or other "phantom" equity plans of KSL, appropriately reduced to reflect the base price provided in the relevant plan and any book accruals actually made in respect of the relevant plan; provided that any options and rights, and all such share equivalents (to the extent not reflected in any such book accruals), shall be excluded from the foregoing formula (together with the exercise, conversion or base prices thereof) to the extent that the exercise, conversion or base prices thereof would be greater than the Book Value Per Share if calculated without reference to such options, rights and share equivalents. (e) As used herein the term "Public Offering" shall mean the sale of shares of Common Stock to the public pursuant to a registration statement under the Act which has been declared effective by the SEC (other than a registration statement on Form S-8 or after any other similar form or any other form utilized in offering these or other securities of KSL to the officers or employees of KSL or its subsidiaries) which results in an active trading market in the shares of Common Stock; provided that an active trading market in the shares of Common Stock shall be deemed to exist if the shares of Common Stock are listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System, but the failure of the shares of Common Stock to be so listed shall not per se be determinative as to whether an active trading market does not exist. A "Qualified Public Offering" shall mean either (i) a Public Offering, Offering pursuant to an effective registration statement relating to the Market Price Per Share) over the Purchase Price. The Applicable Percentage equals 25% on and after the first anniversary sale of shares of the Purchase DateCommon Stock held by any or all of Golf Associates, 50L.P., Resort Associates, L.P., KKR Partners II, L.P. or any other investment partnership affiliated with Kohlberg Kravis Xxxxxxx & Co. or (ii) any Public Offering resulting in an active trading market in 40% on and afteror more of the Common Stock or (iii) any Public Offering after there already exists an active trading market in 40% or more of the Common Stock.