Put Option Premium. 5.1 In consideration for the Trust’s agreement to purchase the Preferred Stock in accordance with the terms of this Agreement, FSA will pay to the Trust, in US dollars, on each Distribution Payment Date during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Put Option Premium,” in an amount equal to the product of (A) the Auction Rate on the CPS Securities for the respective Distribution Period less the excess of (i) the Stated Yield for such Distribution Period over (ii) the expenses of the Trust for such Distribution Period, provided that such amount shall be annualized and expressed as an annual rate with respect to the face amount of the CPS Securities outstanding on the date the Put Option Premium is determined, (B) the aggregate face amount of the CPS Securities outstanding at the time the Put Option Premium is calculated and (C) a fraction, the numerator of which will be the actual number of calendar days in the respective Distribution Period, and the denominator of which will be 360 days. The Put Option Premium for each Distribution Period will be calculated on the Auction Date. If as a result of losses of principal of or interest on Eligible Assets there is a Delayed Auction, FSA will pay to the Trust, in US dollars, on each Distribution Payment Date during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put Option Premium,” in an amount equal to the product of (A) the Delayed Auction Rate on the CPS Securities for the Delayed Auction Period less the excess of (i) the Stated Yield for such Delayed Auction Period over (ii) the expenses of the Trust for such Delayed Auction Period, provided that such amount shall be annualized and expressed as an annual rate with respect to the face amount of the CPS Securities outstanding on the date the Put Option Premium is determined, (B) the aggregate face amount of the CPS Securities outstanding at the time the Delayed Put Option Premium is calculated and (C) a fraction, the numerator of which will be the actual number of calendar days in the respective Delayed Auction Period, and the denominator of which will be 360 days. The Delayed Put Option Premium for each Delayed Auction Period will be calculated on the Delayed Auction Date.
Put Option Premium. The Company will pay an aggregate amount of $6,900,000 (the “Put Option Premium”) in the form of shares of Common Stock (based on the Additional Common Stock Purchase Price) to the accounts designated by the Investor in accordance with Section 4.2 hereof, on the earliest of (i) the occurrence of a Termination Event (as defined in the Term Sheet); (ii) the Closing Date; and (iii) March 31, 2009; provided that the Put Option Premium to which the Investor is entitled shall be reduced by the amount of any premium that has been paid to the Investor pursuant to the Equity Cure Letter entered into by the Investor with the Company.
Put Option Premium. The Company will pay, by wire transfer of immediately available funds to the accounts designated by the Significant Equityholders in accordance with Section 4.2 hereof, the following amounts to the Significant Equityholders (such amounts, collectively, the "Put Option Premium"):
Put Option Premium. The Company will pay an aggregate amount of $646,875, comprised of $474,375 to CGDO and $172,500 to Q Funding III (the “Put Option Premium”), in the form of shares of Common Stock (based on the Additional Common Stock Purchase Price) to the accounts designated by the Investor in accordance with Section 4.2 hereof, on the earliest of
Put Option Premium. On the basis of the terms and conditions herein contained, and subject to the entry of the PSA Approval Order, to compensate the Investors for the risk of their undertakings herein and as consideration for the Backstop Commitments, the Company will pay to the Investors, in the aggregate, a nonrefundable aggregate premium payable on the Plan Effective Date in additional Notes (the “Put Option Premium Notes”) in a principal amount of thirty million eight hundred fourteen thousand eight hundred and fifteen dollars ($30,814,815) (the “Put Option Premium”); provided, however, if this Agreement is terminated due to a Put Option Premium Triggering Event (as defined below), the Put Option Premium shall be fully due upon termination of this Agreement and payable in cash in the amount of twenty-one million three hundred thirty three thousand three hundred and thirty three dollars ($21,333,333) in two equal installments of (A) ten million six hundred sixty-six thousand six hundred and sixty-six and 50/100 dollars ($10,666,666.50) in cash payable immediately upon termination of this Agreement and (B) ten million six hundred sixty-six thousand six hundred and sixty-six and 50/100 dollars (10,666,666.50) in cash payable upon the consummation of any plan of reorganization, sale or other restructuring transaction. For the avoidance of doubt, the Put Option Premium will be payable regardless of the aggregate principal amount of Backstop Notes (if any) which are issued. The Put Option Premium shall constitute an administrative expense claim (as defined in Section 101(5) of the Bankruptcy Code) against each of the Debtors which shall be pari passu with all other administrative expenses. The Put Option Premium shall be allocated among the Investors based on the Investor Percentages, which Put Option Premium shall be fully earned, non-refundable and non-avoidable by the Investors upon approval of the Backstop Commitment pursuant to the PSA Approval Order. For the avoidance of doubt, the Put Option Premium may be asserted against each Debtor; provided, if the Put Option Premium is paid in cash in accordance with this Section 2(b), the Investors shall not receive more than twenty-one million three hundred thirty three thousand three hundred and thirty three dollars ($21,333,333) in the aggregate on account of such Put Option Premium paid in cash in connection with the termination of this Agreement.
Put Option Premium. Borrower shall pay to each Initial Lender a put option premium (the “Put Option Premium”) in an amount equal to 6.00% of the aggregate principal amount of such Initial Lenders’ Commitment in original issue discount (such original issue discount to be credited to the account of such Initial Lender in accordance with Section 2.1(c)). Such Put Option Premium will be in all respects fully earned, due and on the Funding Date of the Initial Term Loans and non-refundable thereafter. For the avoidance of doubt, any assignment of the Term Loans pursuant to the Primary Syndication shall not be accompanied by the Put Option Premium.
Put Option Premium. The Borrower shall pay a put option premium (the “Put Option Premium”) to each Commitment Party equal to 7.5% of such Commitment Party’s Commitments as set forth in the Commitment Letter as of the date of such Commitment Letter. The Put Option Premium shall be fully earned as of the date of the Final DIP Order and shall be paid in cash on the Effective Date from the proceeds of the Loans.
Put Option Premium. 29 2.04 Warrants .............................................................................................................................30 2.05 Prepayments .......................................................................................................................30 2.06
Put Option Premium. (a) On the Closing Date, the Borrower shall pay the Backstop Lenders, in cash, ratably in accordance with their backstop commitments, 3.0% of the initial aggregate principal amount of all Loans funded on the Closing Date (the “Put Option Premium”) (it being understood that the Put Option Premium has been fully earned upon the entry of the Original Commitment Letter Order); provided that no such amount shall be paid to any Backstop Lender that is a Defaulting Lender; provided, further, that the Put Option Premium which would have been allocated to any such Backstop Lender that is a Defaulting Lender 1 Schedule will be 1.316 times such Backstop Lender’s commitment under the Commitment Letter
Put Option Premium. The Borrower shall pay to each Backstop Lender (or any Affiliate, or any affiliated investment fund, investment vehicle or entity that is managed, advised or sub-advised by such Backstop Lender or such Affiliate, in each case, designated by such Backstop Lender in writing to the Administrative Agent) a put option premium in an amount equal to 5.0% of the aggregate principal amount of such Backstop Lender’s Backstop Commitments (as in effect immediately prior to the funding of Initial Term Loans), which shall be due on the Plan Effective Date and payable in the form of New Common Equity at a 35% discount to the Stated Equity Value, subject to dilution for the Management Incentive Plan; provided, however, that, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable) upon the occurrence of any Event of Default under this Agreement or upon repayment of the Loans in full and termination of all Commitments without the occurrence of the Plan Effective Date, the Borrower shall pay to each Backstop Lender (or any Affiliate, or any affiliated investment fund, investment vehicle or entity that is managed, advised or sub-advised by such Backstop Lender or such Affiliate, in each case, designated by such Backstop Lender in writing to the Administrative Agent) in cash a put option premium in an amount equal to $10,000,000, ratably in accordance with their Backstop Commitments (as in effect immediately prior to the funding of the Initial Term Loans). Such put option premium will be fully earned in all respects on the Closing Date, and shall be non-refundable and non-creditable thereafter. The Agents shall have no responsibility for the distribution of any New Common Equity to the Backstop Lenders.
