Purchased Carano Interest to Carano Uses in Purchasers Put Clause

Purchasers Put from Call Agreement

THIS PUT-CALL AGREEMENT (the Agreement) is entered into as of December 14, 2007, by and among the following parties (collectively, the Parties, or, individually, a Party):

Purchasers Put. At any time after the occurrence of a Purchasers Put Material Event or at any time following the Trigger Date, Purchaser shall have the right to sell (Put) all but not less than all of the Purchased Carano Interest to Carano at a price equal to the fair market value of the Purchased Carano Interest without discounts for minority ownership and lack of marketability, provided, however, that such right may not be exercised unless Purchaser has also exercised its right to sell all but not less than all of its New Membership Interest to the Company in accordance with Section 9.5 of the Operating Agreement. The purchase price for the Purchased Carano Interest shall be the product of the purchase price for the New Membership Interests as determined by Purchaser and the Company in accordance with the determination of the purchase price for the New Membership Interests pursuant to Section 9.5 of the Operating Agreement multiplied by a fraction, the numerator of which is the percentage interest in Resorts then represented by the Purchased Carano Interest and the denominator of which is the percentage interest in Resorts then represented by the New Membership Interest. Purchaser shall initiate its Put rights under this Section 2.01 by delivery of written notice to Carano of the exercise of such rights (the Option Notice) at the same time that Purchaser gives notice to the Company of its exercise of its put rights in respect of the New Membership Interests in accordance with Section 9.5 of the Operating Agreement.

Purchasers Put from Call Agreement

THIS PUT-CALL AGREEMENT (the Agreement) is entered into as of , 2007, by and among the following parties (collectively, the Parties, or, individually, a Party):

Purchasers Put. At any time after the occurrence of a Purchasers Put Material Event or at any time following the Trigger Date, Purchaser shall have the right to sell (Put) all but not less than all of the Purchased Carano Interest to Carano at a price equal to the fair market value of the Purchased Carano Interest without discounts for minority ownership and lack of marketability, provided, however, that such right may not be exercised unless Purchaser has also exercised its right to sell all but not less than all of its New Membership Interest to the Company in accordance with Section 9.5 of the Operating Agreement. The purchase price for the Purchased Carano Interest shall be the product of the purchase price for the New Membership Interests as determined by Purchaser and the Company in accordance with the determination of the purchase price for the New Membership Interests pursuant to Section 9.5 of the Operating Agreement multiplied by a fraction, the numerator of which is the percentage interest in Resorts then represented by the Purchased Carano Interest and the denominator of which is the percentage interest in Resorts then represented by the New Membership Interest. Purchaser shall initiate its Put rights under this Section 2.01 by delivery of written notice to Carano of the exercise of such rights (the Option Notice) at the same time that Purchaser gives notice to the Company of its exercise of its put rights in respect of the New Membership Interests in accordance with Section 9.5 of the Operating Agreement.