Common use of Put and Call Options Clause in Contracts

Put and Call Options. (a) Subject to all Applicable Laws and all outstanding amounts due to the Vendors under the Sale and Purchase Agreement having been settled in full, during the period of five (5) years following the completion date of the Acquisition (the “Call Option Period”), ▇▇▇▇ shall have the option (but not the obligation) (the “Call Option”), exercisable by serving a written notice (a “Call Option Notice”) on Templewater, to purchase all or part of the Shares then held by Templewater at the price of HK$500,000 per Share (the “Call Price”) plus an amount which represents an interest accruing at the rate of 3% per annum (simple interest) on the Call Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Call Option Period up to but excluding the date of exercise of the Call Option (the “Call Interest”) (the Call Price and the Call Interest together, the “Call Consideration”), provided that the Shares being the subject matter of each Call Option Notice shall be in the integral multiples of one hundred (100). The Call Option shall, subject to the terms hereof, remain valid and exercisable by ▇▇▇▇ during the Call Option Period as long as Templewater remains a Shareholder notwithstanding any previous exercise of the Call Option. (b) Subject to all Applicable Laws, if Templewater remains a Shareholder, at any time during the period of two (2) years following the end of the Call Option Period (the “Put Option Period”), Templewater shall have the option, exercisable by serving a written notice (a “Put Option Notice”) on Hans, to require Hans to purchase the Shares held by Templewater (and not being the subject matter of any Call Option Notice) on the commencement date of the Put Option Period (the “Put Option”, and the total number of Shares then held by Templewater at the commencement of the Put Option Period shall be referred to as the “Put Option Shares”) at the price of HK$500,000 per Share (the “Put Price”) plus an amount which equals to the sum of (i) an interest accruing at the rate of 3% per annum (simple interest) on the Put Price for the duration of the Call Option Period, and (ii) an interest accruing at the rate of 5% per annum (simple interest) on the Put Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Put Option Period up to but excluding the date of exercise of the Put Option (the “Put Interest”) (the Put Price and the Put Interest together, the “Put Consideration”), in three tranches as follows: (i) on the commencement date of the Put Option Period, up to one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) (the “1st Tranche Put Shares”); (ii) on the date of the first anniversary of the commencement of the Put Option Period, up to a further one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) plus the balance of the 1st Tranche Put Shares that have not been sold (and not being the subject matter of any Put Option Notice) to Hans; and (iii) at the end of the Put Option Period, with regard to all the Shares then held by ▇▇▇▇▇▇▇▇▇▇▇, provided that the Put Option shall be deemed exercised on the last day of the Put Option Period in respect of all (but not part) of the Shares (if any) then held by Templewater (and which are not the subject matter of any prior Call Option Notice or Put Option Notice) and Templewater shall also serve the Put Option Notice to Hans. (c) Once a Call Option Notice or a Put Option Notice (as the case may be) is served Templewater shall be bound to sell the relevant Shares to ▇▇▇▇ as legal and beneficial owner free from all Encumbrances and together with all rights attaching to them as at the date of the Call Option Notice or Put Option Notice (as the case may be). Templewater shall, within twenty (20) Business Days after the date of such Call Option Notice or Put Option Notice (as the case may be), deliver to ▇▇▇▇ (i) duly executed instrument(s) of transfer in respect of the Shares to be transferred; (ii) share certificate(s) representing such Shares; (iii) any other documents to facilitate the completion of the transfer of such Shares as required by the Company or Applicable Law; and (iv) (in the event that Templewater shall cease to hold Shares representing 1.0% or more of the issued Shares after the exercise of the aforesaid options) resignation letters from each of the Templewater Directors and each of the directors appointed by ▇▇▇▇▇▇▇▇▇▇▇ to each of the other Group Companies, confirming that such Persons have no claims whatsoever against the relevant Group Company. Within thirty (30) Business Days after delivery of all such documents by Templewater, Hans shall pay Templewater the Call Consideration or the Put Consideration (as the case may be) in immediately available funds, to an account designated by Templewater or in such manner as may be agreed between Hans and Templewater.

Put and Call Options. (a) Subject Pursuant to all Applicable Laws the terms of that certain -------------------- Confirmation dated December 8, 1997, and all outstanding amounts due agreements, provisions and definitions incorporated by reference therein (the "Trust Call Option"), between The Chase Manhattan Bank as Trustee of Frontier Pass-Through Asset Trust 1997-1, a trust formed under the laws of the State of New York (the "Trustee"), and Union Bank of Switzerland, London Branch (the "Callholder"), upon delivery of irrevocable notice by the Callholder to the Vendors Trustee on or before December 1, 1999 (or if that day is not a Business Day, the preceding Business Day), the Callholder has the right to purchase the Notes from the Trustee on December 15, 1999 (the "Settlement Date") (or, if that day is not a Business Day, on the first following day that is a Business Day), for a purchase price equal to 100% of the aggregate face amount thereof (the "Call Price"). Pursuant to that certain Trust Agreement (the "Trust Agreement") dated as of December 3, 1997, between the Issuer and the Trustee, the Trustee has the obligation to require the Issuer to repurchase all of the Notes (the "Put Option") at a purchase price equal to 100% of the aggregate face amount thereof on the Settlement Date, if (i) the Trustee has not received irrevocable notice from the Callholder on or before December 1, 1999, that the Callholder intends to exercise the Trust Call Option, or (ii) the Callholder fails to make payment of the Call Price on the Business Day prior to the Settlement Date. Notwithstanding the foregoing, the Trust Agreement may be amended under certain circumstances to provide that the Trustee will not exercise the Put Option and to provide for such other changes to the Trust Agreement as may be consequential thereto. In the event that the Trust Call Option is exercised, then under the Sale terms of the Confirmation between the Issuer and Purchase Agreement having been settled in fullthe Callholder dated December 8, 1997 (the "Company Call Option"), the Issuer has the right and option, upon delivery by it of irrevocable notice to the Callholder during the period of five from December 1, 1999 to and including December 5, 1999 (5) years or the first following the completion date of the Acquisition (the “Call Option Period”day that is a Business Day), ▇▇▇▇ shall have the option (but not the obligation) (the “Call Option”), exercisable by serving a written notice (a “Call Option Notice”) on Templewater, to purchase from the Callholder all or part of the Shares then held by Templewater at Callholder's right, title, and interest and obligations in, to and under the price of HK$500,000 per Share Trust Call Option in consideration for a payment to the Callholder on the Settlement Date (or, if that day is not a Business Day, the “Call Price”first following day that is a Business Day) plus in an amount which represents an interest accruing at the rate of 3% per annum (simple interest) on the Call Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Call Option Period up to but excluding the date of exercise of the Call Option (the “Call Interest”) (the Call Price and the Call Interest together, the “Call Consideration”), provided that the Shares being the subject matter of each Call Option Notice shall be in the integral multiples of one hundred (100). The Call Option shall, subject pursuant to the terms hereof, remain valid and exercisable by ▇▇▇▇ during the Call Option Period as long as Templewater remains a Shareholder notwithstanding any previous exercise of the Company Call Option. (b) Subject to all Applicable Laws, if Templewater remains a Shareholder, at any time during the period of two (2) years following the end of the Call Option Period (the “Put Option Period”), Templewater shall have the option, exercisable by serving a written notice (a “Put Option Notice”) on Hans, to require Hans to purchase the Shares held by Templewater (and not being the subject matter of any Call Option Notice) on the commencement date of the Put Option Period (the “Put Option”, and the total number of Shares then held by Templewater at the commencement of the Put Option Period shall be referred to as the “Put Option Shares”) at the price of HK$500,000 per Share (the “Put Price”) plus an amount which equals to the sum of (i) an interest accruing at the rate of 3% per annum (simple interest) on the Put Price for the duration of the Call Option Period, and (ii) an interest accruing at the rate of 5% per annum (simple interest) on the Put Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Put Option Period up to but excluding the date of exercise of the Put Option (the “Put Interest”) (the Put Price and the Put Interest together, the “Put Consideration”), in three tranches as follows: (i) on the commencement date of the Put Option Period, up to one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) (the “1st Tranche Put Shares”); (ii) on the date of the first anniversary of the commencement of the Put Option Period, up to a further one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) plus the balance of the 1st Tranche Put Shares that have not been sold (and not being the subject matter of any Put Option Notice) to Hans; and (iii) at the end of the Put Option Period, with regard to all the Shares then held by ▇▇▇▇▇▇▇▇▇▇▇, provided that the Put Option shall be deemed exercised on the last day of the Put Option Period in respect of all (but not part) of the Shares (if any) then held by Templewater (and which are not the subject matter of any prior Call Option Notice or Put Option Notice) and Templewater shall also serve the Put Option Notice to Hans. (c) Once a Call Option Notice or a Put Option Notice (as the case may be) is served Templewater shall be bound to sell the relevant Shares to ▇▇▇▇ as legal and beneficial owner free from all Encumbrances and together with all rights attaching to them as at the date of the Call Option Notice or Put Option Notice (as the case may be). Templewater shall, within twenty (20) Business Days after the date of such Call Option Notice or Put Option Notice (as the case may be), deliver to ▇▇▇▇ (i) duly executed instrument(s) of transfer in respect of the Shares to be transferred; (ii) share certificate(s) representing such Shares; (iii) any other documents to facilitate the completion of the transfer of such Shares as required by the Company or Applicable Law; and (iv) (in the event that Templewater shall cease to hold Shares representing 1.0% or more of the issued Shares after the exercise of the aforesaid options) resignation letters from each of the Templewater Directors and each of the directors appointed by ▇▇▇▇▇▇▇▇▇▇▇ to each of the other Group Companies, confirming that such Persons have no claims whatsoever against the relevant Group Company. Within thirty (30) Business Days after delivery of all such documents by Templewater, Hans shall pay Templewater the Call Consideration or the Put Consideration (as the case may be) in immediately available funds, to an account designated by Templewater or in such manner as may be agreed between Hans and Templewater.

Put and Call Options. OPTION PURCHASE ------------------------------------ (a) Subject to all Applicable Laws and all outstanding amounts due to At any time after the Vendors under third anniversary of the Sale and Purchase Agreement having been settled in full, during the period of five (5) years following the completion date of the Acquisition Closing of this Agreement (the “Call Option Period”"Initial Closing Date"), ▇▇▇▇ Purchaser (or Purchaser's nominee) shall have the option right to buy (the "Call Option") and the Sellers shall have the right to cause Purchaser (or Purchaser's nominee) to buy (the "Put Option") all, but not less than all, of an aggregate of 11 shares of X Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the obligationInitial Closing Date) and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Closing), such shares representing eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the “Call Option”"Remaining Shares"), exercisable by serving a written notice (a “Call Option Notice”) on Templewater, to purchase all or part of the Shares then held by Templewater at the price of HK$500,000 per Share (the “Call Price”) plus an amount which represents an interest accruing at the rate of 3% per annum (simple interest) on the Call Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Call Option Period up to but excluding the date of exercise of the Call Option (the “Call Interest”) (the Call Price and the Call Interest together, the “Call Consideration”), provided that the Shares being the subject matter of each Call Option Notice shall be in the integral multiples of one hundred (100). The Call Option shall, subject to the terms hereof, remain valid and exercisable by ▇▇▇▇ during the Call Option Period as long as Templewater remains a Shareholder notwithstanding any previous exercise of the Call Option. (b) Subject In the event that Purchaser wishes to all Applicable Laws, if Templewater remains a Shareholder, at any time during the period of two (2) years following the end of exercise the Call Option Period (the “Put Option Period”)Option, Templewater Purchaser shall have the option, exercisable by serving a send written notice to the Sellers specifying: (a “Put Option Notice”A) on Hans, to require Hans that it wishes to purchase the Remaining Shares held by Templewater from the Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not being earlier than fifteen (15) business days from the subject matter date such notice is given (the "Call Closing Date"), for the closing of any such sale (the "Call Option NoticeClosing"). (c) on In the commencement date of event that Sellers wish to exercise the Put Option Period Option, the Sellers shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser to purchase the Remaining Shares from Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the “"Put Option”, and the total number of Shares then held by Templewater at the commencement of Closing Date"). The Call Closing Date or the Put Option Period shall be Closing Date, as applicable, is herein referred to as the “"Closing Date"). (d) Upon the exercise of either the Put Option Shares”or the Call Option, each Seller shall certify in writing to Purchaser (and to Purchaser's nominee) at that the price following is true and correct as of HK$500,000 per Share (the “Put Price”) plus an amount which equals to Closing Date or Call Closing Date, as the sum of case may be: (i) an interest accruing at The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the rate record and beneficial owner of, and has good title to, their respective Remaining Shares of 3% per annum each of the Corporations, as set forth on Exhibit C hereto, --------- free and clear of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, or arrangements with respect to voting and adverse claims to title of any kind or character. (simple interestii) on Each Seller has full authority to transfer the Put Remaining Shares to Purchaser. (e) The purchase price for the Remaining Shares (the "Option Price") is Six Hundred Ninety-Three and No/100 Dollars ($693.00). The Option Price for the duration Remaining Shares of X Corporation shall be Two Hundred Ninety-Seven and No/100 Dollars ($297.00) (the "X Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. The Option Price for the Remaining Shares of Y Corporation shall be Three Hundred Ninety-Six and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. (f) On the Call Closing Date or the Put Closing Date, as the case may be, Purchaser shall deliver to Sellers any documents, instruments, or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Section 2. --------- (g) On the Call Option PeriodClosing Date or the Put Closing Date as the case may be, Sellers shall deliver to Purchaser: (i) Stock Certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character, and (ii) an interest accruing at the rate of 5% per annum (simple interest) on certificate contemplated in Section 2(d), dated the Put Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Put Option Period up to but excluding the date of exercise of the Put Option (the “Put Interest”) (the Put Price and the Put Interest togetherClosing Date or Call Closing Date, the “Put Consideration”), in three tranches as follows: (i) on the commencement date of the Put Option Period, up to one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) (the “1st Tranche Put Shares”); (ii) on the date of the first anniversary of the commencement of the Put Option Period, up to a further one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) plus the balance of the 1st Tranche Put Shares that have not been sold (and not being the subject matter of any Put Option Notice) to Hans; and (iii) at the end of the Put Option Period, with regard to all the Shares then held by ▇▇▇▇▇▇▇▇▇▇▇, provided that the Put Option shall be deemed exercised on the last day of the Put Option Period in respect of all (but not part) of the Shares (if any) then held by Templewater (and which are not the subject matter of any prior Call Option Notice or Put Option Notice) and Templewater shall also serve the Put Option Notice to Hans. (c) Once a Call Option Notice or a Put Option Notice (as the case ------------ may be) is served Templewater shall be bound to sell the relevant Shares to ▇▇▇▇ as legal , and beneficial owner free from all Encumbrances and together with all rights attaching to them as at the date of the Call Option Notice or Put Option Notice (as the case may be). Templewater shall, within twenty (20) Business Days after the date of such Call Option Notice or Put Option Notice (as the case may be), deliver to ▇▇▇▇ (i) duly executed instrument(s) of transfer in respect of the Shares to be transferred; (ii) share certificate(s) representing such Shares; (iii) any other documents to facilitate the completion of the transfer of such Shares as required by the Company or Applicable Law; and (iv) (in the event that Templewater shall cease to hold Shares representing 1.0% or more of the issued Shares after the exercise of the aforesaid options) resignation letters from each of the Templewater Directors and each of the directors appointed by ▇▇▇▇▇▇▇▇▇▇▇ to each of the other Group Companies, confirming that such Persons have no claims whatsoever against the relevant Group Company. Within thirty (30) Business Days after delivery of all such documents by Templewater, Hans shall pay Templewater the Call Consideration or the Put Consideration (as the case may be) in immediately available funds, to an account designated by Templewater or in such manner as may be agreed between Hans and TemplewaterSeller.

Put and Call Options. (a) Subject to all Applicable Laws and all outstanding amounts due to Any time after September 30, 2000, the Vendors under Executive will have the Sale and Purchase Agreement having been settled in full, during the period of five (5) years following the completion date of the Acquisition right (the “Call Option Period”), ▇▇▇▇ shall have the option (but not the obligation) (the “Call Option”"Put"), exercisable by serving a written notice to TCI to such effect (a “Call Option "Put Exercise Notice”) on Templewater"), to require TCI to purchase all or part of the Shares then held by Templewater at the Executive Group's Share Equivalents for a purchase price of HK$500,000 per Share (the “Call Price”) plus an amount which represents an interest accruing at the rate of 3% per annum (simple interest) on the Call Price calculated based on the actual days elapsed determined in a 365-day year for the period commencing on (and including) the first day of the Call Option Period up to but excluding the date of exercise of the Call Option (the “Call Interest”) (the Call Price and the Call Interest together, the “Call Consideration”), provided that the Shares being the subject matter of each Call Option Notice shall be in the integral multiples of one hundred (100). The Call Option shall, subject to the terms hereof, remain valid and exercisable by ▇▇▇▇ during the Call Option Period as long as Templewater remains a Shareholder notwithstanding any previous exercise of the Call Optionaccordance with this Section 5.2. (b) Subject to all Applicable Laws, if Templewater remains a Shareholder, at any Any time during after the period of two (2) years following the end termination of the Call Option Period employment of the Executive with the Company, by reason of termination by the Company with Cause or voluntary termination by the Executive, TCI will have the right (the “Put Option Period”"Call"), Templewater shall have exercisable within 90 days of the option, exercisable date of such termination by serving a written notice to the Executive to such effect (a “Put Option "Call Exercise Notice”) on Hans"), to require Hans the Executive Group to purchase the Shares held by Templewater (and not being the subject matter sell all of its Share Equivalents to TCI or any Call Option Notice) on the commencement date one or more other members of the Put Option Period TCI Group (provided that TCI shall remain responsible hereunder for the “Put Option”, and the total number of Shares then held by Templewater at the commencement performance of the Put Option Period shall be referred to as the “Put Option Shares”) at the price of HK$500,000 per Share (the “Put Price”) plus an amount which equals to the sum of (i) an interest accruing at the rate of 3% per annum (simple interest) on the Put Price for the duration applicable member of the TCI Group) as set forth in the Call Option PeriodExercise Notice, and (ii) an interest accruing at the rate of 5% per annum (simple interest) on the Put Price calculated based on the actual days elapsed for a purchase price determined in a 365-day year for the period commencing on (and including) the first day of the Put Option Period up to but excluding the date of exercise of the Put Option (the “Put Interest”) (the Put Price and the Put Interest together, the “Put Consideration”), in three tranches as follows: (i) on the commencement date of the Put Option Period, up to one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) (the “1st Tranche Put Shares”); (ii) on the date of the first anniversary of the commencement of the Put Option Period, up to a further one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) plus the balance of the 1st Tranche Put Shares that have not been sold (and not being the subject matter of any Put Option Notice) to Hans; and (iii) at the end of the Put Option Period, accordance with regard to all the Shares then held by ▇▇▇▇▇▇▇▇▇▇▇, provided that the Put Option shall be deemed exercised on the last day of the Put Option Period in respect of all (but not part) of the Shares (if any) then held by Templewater (and which are not the subject matter of any prior Call Option Notice or Put Option Notice) and Templewater shall also serve the Put Option Notice to Hansthis Section 5.2. (c) Once On September 30, 2001, each member of the Executive Group shall be obligated to sell and TCI shall be obligated to purchase (the "Unwind") all of the Executive Group's Share Equivalents for a Call Option Notice or purchase price determined in accordance with this Section 5.2. (d) Whenever an event occurs that requires a purchase price to be determined (a "Determination Event"), TCI and the Executive Group will use their good faith efforts to determine the fair market value for the Share Equivalents that are the subject thereof (the "Subject Shares") in accordance with the provisions of this Section 5.2. (e) If TCI and the Executive Group are unable to agree on a purchase price for the Subject Shares within 45 days after the earlier of (x) the conclusion of the 90 day period after the exercise of a Put Option Notice (or Call, as the case may bebe (the "Determination Period") is served Templewater shall be bound to sell the relevant Shares to ▇▇▇▇ as legal and beneficial owner free from all Encumbrances and together with all rights attaching to them as at or (y) the date of the Call Option Notice or Put Option Notice Unwind occurs (the earlier to occur of the events described in clause (x) and clause (y) above being herein referred to as the "Determination Date"), then they will cause the Company Value (as defined below) as of the case may beDetermination Date to be determined by a qualified appraiser acceptable to TCI and the Executive Group. (f) If the parties are unable to agree upon a single appraiser within 60 days after the Determination Date, each will have an additional 10 days to select one appraiser nationally recognized in valuing enterprises such as the Company. If either fails to appoint an appraiser, then the determination of Company Value by the one appraiser appointed will be binding. (g) Each appraiser will determine the purchase price which the Company would receive if the assets and business of the Company and its subsidiaries on a consolidated basis were sold to a third party in a transaction structured as a sale of all the assets and business of the Company and its subsidiaries on a consolidated basis as a going concern, without any reduction for, or assumption of, and free and clear of, any liens or liabilities of the Company and its subsidiaries on a consolidated basis, that is consummated as of the Determination Date (the "Company Value"). Templewater shallThe Company, TCI and the Executive Group will use their reasonable best efforts to cause each appraiser to submit to TCI and the Executive Group a written report indicating its determination of such value within twenty 30 days after the date such appraiser is selected. (20h) If the higher of the two appraisals is 120% or less of the lower appraisal, the average of the two will be the Company Value. (i) If the higher of the two appraisals is more than 120% of the lower appraisal, the Company will immediately notify the two appraisers and cause them to appoint a third similarly qualified appraiser within 10 days of such notice. The Company, TCI and the Executive Group will use their reasonable best efforts to cause such third appraiser (who will not be apprised of the determination of the other appraisers) to submit a written report to each of them indicating such appraiser's determination of the Company Value within 30 days of the date such third appraiser is selected. If three appraisals are necessary, then the average of the two appraisals in which the determinations of Company Value are closest together will be the Company Value or, if the highest and lowest are equidistant from the middle determination, then the middle determination will be the Company Value. (j) With respect to the determination of Company Value required in connection with each Determination Event, TCI and the Executive Group each will pay the fees and costs of the appraiser it appoints and, if a single or third appraiser is used, TCI and the Executive Group will split the fees and costs of such appraiser. (k) Immediately after the determination of the Company Value, the Company will make a calculation reflecting the cash distribution that would be made to the Executive Group with respect to the Subject Shares if, as of the Determination Date, the Company were deemed to have received such Company Value in connection with an all-cash sale of its assets and business and the Company were then dissolved and liquidated in accordance with its certificate of incorporation and applicable law. Such calculation shall not take into account any tax benefit or tax cost associated with such sale or liquidation. The amount of such theoretical distribution will be the purchase price for the Subject Shares. The Company will promptly give notice (the "Calculation Notice") to the Executive Group and TCI of the amount of such distribution, including a schedule setting forth in reasonable detail the calculation thereof. For purposes of making such calculation, the amount of liabilities, including contingent liabilities, deemed to be paid or reserved against by the Company will be determined as of the Determination Date on a consolidated basis and otherwise in accordance with generally accepted accounting principles applied on a basis consistent with those (l) The closing of any purchase pursuant to this Section will be held at the principal office of the Company at 10:00 a.m., Washington D.C. time, on the date that is 10 days after determination of the purchase price pursuant to this Section 5.2, or if later, five Business Days after all required consents from governmental authorities or other third parties have been obtained with respect to such transaction. At the date closing, TCI will cause the purchase price to be delivered to the respective member of the Executive Group (less the amount of any exercise or purchase price remaining to be paid by such member of the Executive Group with respect to such Subject Shares, any taxes withheld and such members' Shares of any expenses to be paid pursuant to this Section 5.2), and such person will transfer the Subject Shares, free and clear of all liens, claims and encumbrances and will deliver such stock certificates, assignments and other agreements and instruments and will take all such other reasonable actions to effect such transfer as TCI may request. The purchase price for the Subject Shares may be paid, at TCI's option, in cash or by delivery of such Call Option Notice or Put Option Notice (number of shares of Marketable Securities of TCI as equals the case may be), deliver to ▇▇▇▇ (i) duly executed instrument(s) of transfer in respect quotient obtained by dividing the purchase price of the Subject Shares to be transferred; (ii) by the average Fair Market Value of one share certificate(s) representing such Shares; (iii) any other documents to facilitate the completion of the transfer of such Shares as required by Marketable Securities over the Company or Applicable Law; and (iv) (in 10- Trading Day period ending on the event that Templewater shall cease to hold Shares representing 1.0% or more of the issued Shares after the exercise of the aforesaid options) resignation letters from each of the Templewater Directors and each of the directors appointed by ▇▇▇▇▇▇▇▇▇▇▇ to each of the other Group Companies, confirming that such Persons have no claims whatsoever against the relevant Group Company. Within thirty (30) Business Days after delivery of all such documents by Templewater, Hans shall pay Templewater the Call Consideration or the Put Consideration (as the case may be) in immediately available funds, to an account designated by Templewater or in such manner as may be agreed between Hans and Templewater.third

Put and Call Options. (a) Subject to all Applicable Laws and all outstanding amounts due Pursuant to the Vendors terms of that certain Confirmation dated August 21, 1997, and the agreements, provisions and definitions incorporated by reference therein (the "Trust Call Option"), between Duke Pass-Through Asset Trust 1997-1, a trust formed under the Sale laws of the State of New York (the "Trust"), and Purchase Union Bank of Switzerland, London Branch (the "Callholder"), upon delivery of irrevocable notice by the Callholder to the Trust on or before July 30, 2004 (or if that day is not a Business Day, the preceding Business Day), the Callholder has the right to purchase the Notes from the Trust on August 15, 2004 (the "Settlement Date") (or, if that day is not a Business Day, on the first following day that is a Business Day), for a purchase price equal to 100% of the aggregate face amount thereof (the "Call Price"). Pursuant to that certain Trust Agreement having been settled (the "Trust Agreement") dated as of August 18, 1997, between Issuer and the Trust, the Trust has the obligation to require the Issuer to repurchase all of the Notes (the "Put Option") at a purchase price equal to 100% of the aggregate face amount thereof on the Settlement Date, if (i) the Trustee (as defined in fullthe Trust Agreement, initially The First National Bank of Chicago) has not received irrevocable notice from the Callholder on or before July 30, 2004, that the Callholder intends to exercise the Trust Call Option, or (ii) the Callholder fails to make payment of the Call Price on the Business Day prior to the Settlement Date. Notwithstanding the foregoing, the Trust Agreement may be amended under certain circumstances to provide that the Trustee will not exercise the Put Option and to provide for such other changes to the Trust Agreement as may be consequential thereto. In the event that the Trust Call Option is exercised, then under the terms of the Confirmation between the Issuer and the Callholder dated August 21, 1997 (the "Operating Partnership Call Option"), the Issuer has the right and option, upon delivery by it of irrevocable notice to the Callholder during the period of five from July 30, 2004, to and including August 5, 2004 (5) years or the first following the completion date of the Acquisition (the “Call Option Period”day that is a Business Day), ▇▇▇▇ shall have the option (but not the obligation) (the “Call Option”), exercisable by serving a written notice (a “Call Option Notice”) on Templewater, to purchase from the Callholder all or part of the Shares then held by Templewater at Callholder's right, title and interest and obligations in, to and under the price of HK$500,000 per Share Trust Call Option in consideration for a payment to the Callholder on the Settlement Date (or, if that day is not a Business Day, the “Call Price”first following day that is a Business Day) plus in an amount which represents an interest accruing at the rate of 3% per annum (simple interest) on the Call Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Call Option Period up to but excluding the date of exercise of the Call Option (the “Call Interest”) (the Call Price and the Call Interest together, the “Call Consideration”), provided that the Shares being the subject matter of each Call Option Notice shall be in the integral multiples of one hundred (100). The Call Option shall, subject pursuant to the terms hereof, remain valid and exercisable by ▇▇▇▇ during the Call Option Period as long as Templewater remains a Shareholder notwithstanding any previous exercise of the Operating Partnership Call Option. (b) Subject to all Applicable Laws, if Templewater remains a Shareholder, at any time during the period of two (2) years following the end of the Call Option Period (the “Put Option Period”), Templewater shall have the option, exercisable by serving a written notice (a “Put Option Notice”) on Hans, to require Hans to purchase the Shares held by Templewater (and not being the subject matter of any Call Option Notice) on the commencement date of the Put Option Period (the “Put Option”, and the total number of Shares then held by Templewater at the commencement of the Put Option Period shall be referred to as the “Put Option Shares”) at the price of HK$500,000 per Share (the “Put Price”) plus an amount which equals to the sum of (i) an interest accruing at the rate of 3% per annum (simple interest) on the Put Price for the duration of the Call Option Period, and (ii) an interest accruing at the rate of 5% per annum (simple interest) on the Put Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Put Option Period up to but excluding the date of exercise of the Put Option (the “Put Interest”) (the Put Price and the Put Interest together, the “Put Consideration”), in three tranches as follows: (i) on the commencement date of the Put Option Period, up to one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) (the “1st Tranche Put Shares”); (ii) on the date of the first anniversary of the commencement of the Put Option Period, up to a further one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) plus the balance of the 1st Tranche Put Shares that have not been sold (and not being the subject matter of any Put Option Notice) to Hans; and (iii) at the end of the Put Option Period, with regard to all the Shares then held by ▇▇▇▇▇▇▇▇▇▇▇, provided that the Put Option shall be deemed exercised on the last day of the Put Option Period in respect of all (but not part) of the Shares (if any) then held by Templewater (and which are not the subject matter of any prior Call Option Notice or Put Option Notice) and Templewater shall also serve the Put Option Notice to Hans. (c) Once a Call Option Notice or a Put Option Notice (as the case may be) is served Templewater shall be bound to sell the relevant Shares to ▇▇▇▇ as legal and beneficial owner free from all Encumbrances and together with all rights attaching to them as at the date of the Call Option Notice or Put Option Notice (as the case may be). Templewater shall, within twenty (20) Business Days after the date of such Call Option Notice or Put Option Notice (as the case may be), deliver to ▇▇▇▇ (i) duly executed instrument(s) of transfer in respect of the Shares to be transferred; (ii) share certificate(s) representing such Shares; (iii) any other documents to facilitate the completion of the transfer of such Shares as required by the Company or Applicable Law; and (iv) (in the event that Templewater shall cease to hold Shares representing 1.0% or more of the issued Shares after the exercise of the aforesaid options) resignation letters from each of the Templewater Directors and each of the directors appointed by ▇▇▇▇▇▇▇▇▇▇▇ to each of the other Group Companies, confirming that such Persons have no claims whatsoever against the relevant Group Company. Within thirty (30) Business Days after delivery of all such documents by Templewater, Hans shall pay Templewater the Call Consideration or the Put Consideration (as the case may be) in immediately available funds, to an account designated by Templewater or in such manner as may be agreed between Hans and Templewater.

Put and Call Options. The issuance of any shares of Stock under this Section 2.2 is conditioned upon the exemption from registration of such shares of Stock under the Securities Act and from registration or qualification under applicable state securities laws, as is reasonably determined by counsel to the Company. (a) Subject The Company may at any time and from time to time prior to December 31, 2003 elect in writing, at the Company's option (the "Put Option"), to sell to the Purchaser and the Purchaser shall purchase up to and including an aggregate of 66,667 shares of the Stock ("Additional Shares") for a purchase price of $75 per share for an aggregate total cash purchase price of $5,000,000. To exercise the Put Option, the Company shall provide the Purchaser with written notice specifying the number of Additional Shares to be sold to the Purchaser ("Capital Call Notice"). Within 30 days following the Purchaser's receipt of a Capital Call Notice, the Company shall sell and the Purchaser shall purchase the Additional Shares. The Company may continue to provide Capital Call Notices and sell Additional Shares to the Purchaser until all Applicable Laws Additional Shares have been sold to the Purchaser, subject to an expiration date of December 31, 2003. If the Purchaser fails to purchase the Additional Shares offered to the Purchaser pursuant to a Capital Call Notice pursuant to this Section 2.2(a), the Purchaser shall forfeit any and all outstanding amounts due rights it would otherwise have under Section 2.2(c) and the Company shall have all remedies available under law, including but not limited to specific performance. Notwithstanding the foregoing in this Section 2.2(a), the Purchaser shall not be obligated to purchase Additional Shares offered to the Vendors under Purchaser pursuant to a Capital Call Notice unless: (i) at the Sale time of the Capital Call Notice, Fortune Insurance Company ("FIC") has a net written premium to statutory capital ratio of at least 3.5 to 1; and Purchase Agreement having been settled in full, during (ii) the period of five (5) years following the completion date of the Acquisition Capital Call Notice is after January 1, 2002 and, for the calendar year ending December 31, 2001, the Company must have achieved audited GAAP net income for calendar year 2001 of at least $1,000,000. If the date of the Capital Call Notice is after June 30, 2002, for the 6 months ending June 30, 2002, the Company must also have achieved unaudited GAAP net income at least $3,000,000 for such period as a condition to the Purchaser's obligation to purchase Additional Shares offered to the Purchaser pursuant to a Capital Call Notice. Notwithstanding anything to the contrary in this Section 2.2(a), the Purchaser shall only be obligated to purchase the minimum number of Additional Shares necessary to assist the Company in achieving and maintaining a net written premium to statutory capital ratio of up to 3.5 to 1. (b) The Purchaser may at any time prior to December 31, 2003 elect, at the Purchaser's option (the “"First Call Option"), to purchase that portion of the Additional Shares not already purchased by the Purchaser pursuant to Section 2.2(a) (the "Remaining Additional Shares") for a purchase price of $75 per share. To exercise the First Call Option, the Purchaser shall provide the Company with written notice stating that it desires to purchase the Remaining Additional Shares ("First Call Option Period”Notice"). Within 30 days following the Company's receipt of the First Call Option Notice, the Company shall sell and the Purchaser shall purchase the Remaining Additional Shares. (c) Provided that the Purchaser has purchased not less than 200,000 shares of Stock pursuant to Section 2.1, Section 2.2(a) and 2.2(b), ▇▇▇▇ the Purchaser shall have the option (but not the obligation) (the “"Second Call Option”"), exercisable by serving a written notice (a “Call Option Notice”) on Templewater, to purchase all or part of the Shares then held by Templewater at the price of HK$500,000 per Share (the “Call Price”) plus an amount which represents an interest accruing at the rate of 3% per annum (simple interest) on the Call Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Call Option Period up to but excluding the date of exercise of the Call Option (the “Call Interest”) (the Call Price and the Call Interest together, the “Call Consideration”), provided that the Shares being the subject matter of each Call Option Notice shall be in the integral multiples of one hundred (100). The Call Option shall, subject to the terms hereof, remain valid and exercisable by ▇▇▇▇ during the Call Option Period as long as Templewater remains a Shareholder notwithstanding any previous exercise of the Call Option. (b) Subject to all Applicable Laws, if Templewater remains a Shareholder, at any time during the period of two (2) years following the end of the Call Option Period (the “Put Option Period”), Templewater shall have the option, exercisable by serving a written notice (a “Put Option Notice”) on Hans, to require Hans to purchase the Shares held by Templewater (and not being the subject matter of any Call Option Notice) on the commencement date of the Put Option Period (the “Put Option”, and the total number of Shares then held by Templewater at the commencement of the Put Option Period shall be referred to as the “Put Option Shares”) at the price of HK$500,000 per Share (the “Put Price”) plus an amount which equals to the sum of (i) an interest accruing at the rate of 3% per annum (simple interest) on the Put Price for the duration of the Call Option Period, and (ii) an interest accruing at the rate of 5% per annum (simple interest) on the Put Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Put Option Period up to but excluding the date of exercise of the Put Option (the “Put Interest”) (the Put Price and the Put Interest together, the “Put Consideration”), in three tranches as follows: (i) on the commencement date of the Put Option Period, up to one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) (the “1st Tranche Put Shares”); (ii) on the date of the first anniversary purchase of the commencement last share of such 200,000 shares of Stock (the "Purchase Date") and expiring on December 31, 2003, to purchase at a purchase price of $75 per share the minimum number of additional shares of Stock (the "Minimum Shares") which, if converted into Common Stock at the "conversion price" (as defined in Exhibit A) as of the Put Option Period, up to a further one third (1/3) date of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) plus the balance Company's receipt of the 1st Tranche Put Shares that have not been sold (and not being the subject matter of any Put Option Notice) to Hans; and (iii) at the end of the Put Option Period, with regard to all the Shares then held by ▇▇▇▇▇▇▇▇▇▇▇, provided that the Put Option shall be deemed exercised on the last day of the Put Option Period in respect of all (but not part) of the Shares (if any) then held by Templewater (and which are not the subject matter of any prior Second Call Option Notice or Put Option Notice) and Templewater shall also serve the Put Option Notice to Hans. (c) Once a Call Option Notice or a Put Option Notice (as defined below), would provide the case may be) is served Templewater shall be bound to sell Purchaser with at least a majority of the relevant Shares to ▇▇▇▇ issued and outstanding Common Stock of the Company as legal and beneficial owner free from all Encumbrances and together with all rights attaching to them as at of the date of the Company's receipt of the Second Call Option Notice or Put Notice. To exercise the Second Call Option, the Purchaser shall provide the Company with written notice stating that it desires to purchase the Minimum Shares ("Second Call Option Notice (as the case may beNotice"). Templewater shall, within twenty (20) Business Days after Within 30 days following the date Company's receipt of such the Second Call Option Notice or Put Option Notice (as the case may be)Notice, deliver to ▇▇▇▇ (i) duly executed instrument(s) of transfer in respect of the Shares to be transferred; (ii) share certificate(s) representing such Shares; (iii) any other documents to facilitate the completion of the transfer of such Shares as required by the Company or Applicable Law; shall sell and (iv) (in the event that Templewater Purchaser shall cease to hold Shares representing 1.0% or more of purchase the issued Shares after the exercise of the aforesaid options) resignation letters from each of the Templewater Directors and each of the directors appointed by ▇▇▇▇▇▇▇▇▇▇▇ to each of the other Group Companies, confirming that such Persons have no claims whatsoever against the relevant Group Company. Within thirty (30) Business Days after delivery of all such documents by Templewater, Hans shall pay Templewater the Call Consideration or the Put Consideration (as the case may be) in immediately available funds, to an account designated by Templewater or in such manner as may be agreed between Hans and TemplewaterMinimum Shares.