Common use of Put Option Premium Clause in Contracts

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. 5.1 In consideration for the Master Trust’s agreement to purchase the Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, FSA will Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-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 hereofDate, the “Put Option Premium,” in an amount equal to the product of (A) the Auction Rate on the CPS ABC 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 Rate 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 ABC Securities of the Sub-Trust 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 amount derived in accordance with such formula shall be known herein as the “Put Option Premium for each Distribution Period will be calculated on the Auction Date. Premium.” If as a result of losses of principal of or interest on Eligible Assets there is a Delayed AuctionDefault during any Distribution Period, FSA will then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars, dollars on each Distribution Payment Date during which following receipt of the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put Option Premium,” in Premium Certificate an amount amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the CPS ABC Securities for the Delayed Auction Period less the excess of (i) the Stated Yield Delayed Distribution Rate for such Delayed Auction Period over (ii) the expenses of the Trust for such Delayed Auction 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 ABC Securities of the respective Sub-Trust 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 amount derived in accordance with such formula shall be known herein as the “Delayed Put Option Premium for each Delayed Auction Period will be calculated on the Delayed Auction DatePremium.”

Put Option Premium. 5.1 In consideration for the Custodial Trust’s 's agreement to purchase the Preferred Stock in accordance with the terms of this Agreement, FSA MBIA Insurance will pay to the Custodial 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 Custodial 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 MBIA Insurance will pay to the Custodial 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 Custodial 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. 5.1 In consideration for the Custodial Trust’s agreement to purchase the Preferred Stock in accordance with the terms of this Agreement, FSA MBIA Insurance will pay to the Custodial 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 Custodial 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 MBIA Insurance will pay to the Custodial 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 Custodial 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. 5.1 In consideration for the Custodial Trust’s agreement to purchase the Radian Securities Preferred Stock in accordance with the terms of this Agreement, FSA Radian Securities will pay to the Custodial Trust, in US U.S. 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 Expenses 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 Radian Securities will pay to the Custodial Trust, in US U.S. 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 Expenses 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. 5.1 In consideration for the Trust’s Radian Securities’ agreement to purchase the Radian Asset Preferred Stock in accordance with the terms of this Agreement, FSA Radian Asset will pay to the TrustRadian Securities, in US U.S. 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 Expenses 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 Radian Asset will pay to the TrustRadian Securities, in US U.S. 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 Expenses 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. 5.1 In consideration for the Master Trust’s 's agreement to purchase the Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, FSA will Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-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 hereofDate, the “Put Option Premium,” in an amount equal to the product of (A) the Auction Rate on the CPS ABC 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 Rate 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 ABC Securities of the Sub-Trust 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 amount derived in accordance with such formula shall be known herein as the "Put Option Premium for each Distribution Period will be calculated on the Auction Date. Premium." If as a result of losses of principal of or interest on Eligible Assets there is a Delayed AuctionDefault during any Distribution Period, FSA will then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars, dollars on each Distribution Payment Date during which following receipt of the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put Option Premium,” in Premium Certificate an amount amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the CPS ABC Securities for the Delayed Auction Period less the excess of (i) the Stated Yield Delayed Distribution Rate for such Delayed Auction Period over (ii) the expenses of the Trust for such Delayed Auction 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 ABC Securities of the respective Sub-Trust 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 amount derived in accordance with such formula shall be known herein as the "Delayed Put Option Premium for each Delayed Auction Period will be calculated on the Delayed Auction DatePremium."

Put Option Premium. 5.1 In The Debtors and the Commitment Parties hereby acknowledge that, (a) as consideration for the Trust’s agreement Put Option, the Debtors shall issue to the Backstop Commitment Parties (or their designees) on the Plan Effective Date their ratable shares, based on the Backstop Commitment Parties’ respective Backstop Commitment Percentages on the Plan Effective Date, of New Common Stock representing 4.05% of the total shares of New Common Stock to be issued as of the Plan Effective Date, subject to dilution by the Post Emergence Incentive Plan (the “Backstop Put Option Premium”, and such shares, the “Backstop Put Option Premium Shares”), and (b) as consideration for the granting to Monitronics of the right to sell and cause the Equity Commitment Parties to purchase the Preferred Stock Equity Commitment Shares in accordance with exchange for the Equity Commitment Parties funding their Equity Commitments pursuant to the terms of this Agreement, FSA will pay subject to the Trustbelow, in US dollarsthe Debtors shall issue to the Equity Commitment Parties (or their designees) on the Plan Effective Date their ratable shares, based on each Distribution Payment Date during which the put option remains in effect and is exercisable Equity Commitment Parties’ respective Equity Commitment Percentages on the Plan Effective Date, of New Common Stock representing 2.02% of the total shares of New Common Stock to be issued as set forth in Section 2.2 hereofof the Plan Effective Date, subject to dilution by the Post Emergence Incentive Plan (the “Equity Put Option Premium” and, together with the Backstop Put Option Premium, the “Put Option Premium,”, and such shares, the “Equity Put Option Premium Shares” in an amount and, together with the Backstop Put Option Premium Shares, the “Put Option Premium Shares”)); provided, however, that (i) no Defaulting Backstop Commitment Party shall be entitled to receive any Backstop Put Option Premium Shares and (ii) any Non-Defaulting Backstop Commitment Party that purchases Default Shares of a Defaulting Backstop Commitment Party shall be entitled to receive a number of additional Backstop Put Option Premium Shares equal to the product (rounded down to the nearest whole shares) of (Ax) the Auction Rate on the CPS Securities for the respective Distribution Period less the excess number 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 Backstop Put Option Premium is determined, (B) the aggregate face amount of the CPS Securities outstanding at the time the Put Option Premium is calculated Shares that would have been issued to such Defaulting Backstop Commitment Party if such Defaulting Backstop Commitment Party had not committed a Backstop Default and (Cy) a fraction, the numerator of which will be is the actual number of calendar days in the respective Distribution Period, Default Shares of such Defaulting Backstop Commitment Party which such Non-Defaulting Backstop Commitment Party purchases and the denominator of which will be 360 daysis the aggregate number of Default Shares of such Defaulting Backstop Commitment Party. 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 Debtors hereby further acknowledge 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 agree 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 determinedShares (i) shall be, upon entry of the Agreement Order, fully earned as of the Execution Date (but to be issued only at the Closing), (Bii) the aggregate face shall not be refundable under any circumstance or creditable against any other amount paid or to be paid in connection with this Agreement or any of the CPS Securities outstanding at the time the Delayed Put Option Premium is calculated Contemplated Transactions or otherwise, (iii) shall be issued without setoff or recoupment and (C) a fractionshall not be subject to defense or offset on account of any claim, 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.defense or counterclaim,

Put Option Premium. 5.1 In (a) The Debtors and the Backstop Parties hereby acknowledge that, in consideration for the Trust’s agreement Debtors’ right to require the Backstop Parties to purchase the Preferred Stock in accordance with Backstop Commitment Securities pursuant to their Backstop Commitments on the terms of and subject to the conditions set forth in this Agreement, FSA will the Debtors shall be required to pay to the TrustNon-Defaulting Backstop Parties, 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, a premium (the “Put Option Premium,” ”), an aggregate number of shares of New Common Stock equal to 10% of the Total New Equity Interests (the “Put Option Securities”), which Put Option Premium shall be paid to the Non-Defaulting Backstop Parties on a pro rata basis (in each case rounded up or down to the nearest whole share of New Common Stock) based upon their respective Backstop Commitment Percentages. The Debtors shall pay the Put Option Premium on the Effective Date and such payment shall be satisfied by issuing to the Non-Defaulting Backstop Parties (or their designees) a number of Put Option Securities (rounded up or down to the nearest whole share of New Common Stock) equal to its Commitment Percentage of the aggregate number of Put Option Securities; provided, however, that if the Closing does not occur and this Agreement is terminated, the Debtors shall be required to pay the Put Option Premium to the Non-Defaulting Backstop Parties in cash (in lieu of issuing Put Option Securities), 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 PeriodPut Option Premium Cash Amount, 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 extent provided in Section 8(e). The Debtors’ obligation to pay the Put Option Premium is determinedCash Amount, (B) the aggregate face amount if applicable, shall survive termination of this Agreement, other than termination pursuant to Section 8(c). No Defaulting Backstop Party shall be entitled to receive any portion of the CPS Put Option Premium, and any Non-Defaulting Backstop Party that purchases Default Securities outstanding at the time constituting Backstop Commitment Securities of a Defaulting Backstop Party shall be entitled to receive an additional portion of the Put Option Premium is calculated equal to the product of (x) the number of the Put Option Securities that would be payable to such Defaulting Backstop Party if such Defaulting Backstop Party had not committed a Funding Default and (Cy) a fraction, the numerator of which will be is the actual number amount of calendar days in the respective Distribution Period, Default Securities constituting Backstop Commitment Securities of such Defaulting Backstop Party which such Non-Defaulting Backstop Party purchases and the denominator of which will be 360 days. The Put Option Premium for each Distribution Period will be calculated on is 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 total amount of the CPS Default Securities outstanding on the date the Put Option Premium is determined, (B) the aggregate face amount constituting Backstop Commitment Securities 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 Datesuch Defaulting Backstop Party.

Put Option Premium. 5.1 In On the basis of the terms and conditions herein contained, and subject to the entry of the Approval Order, to compensate the Investors for the risk of their undertakings herein and as consideration for their Backstop Commitments, the Trust’s agreement to purchase the Preferred Stock in accordance with the terms of this Agreement, FSA Company will pay to the TrustInvestors, in US dollarsthe aggregate, a nonrefundable aggregate premium payable on each Distribution Payment the Closing Date during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, additional shares of New Common Stock (the “Put Option Premium,” Premium Shares”) 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 6.0% of the Trust for such Distribution PeriodRights Offering Amount (the “Put Option Premium ”), provided which Rights Offering Amount is determined pursuant to Section 1(c), it being understood and agreed 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 shall be payable in New Common Stock notwithstanding that a portion of the CPS Securities outstanding at the time Rights Offering may be allocated in New Second Lien Loans; 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 immediately upon termination of this Agreement and payable in cash, which cash amount shall be, if such termination occurs (x) prior to the establishment of the Rights Offering Amount pursuant to Section 1(c), the Rights Offering Amount shall be deemed to be $30.0 million (provided, that in connection with the Put Option Premium Triggering Event under Section 2(c)(i), if such termination is calculated in respect of Section 10(b)(iv), the Rights Offering Amount shall also be deemed to be $30.0 million) and (Cy) a fractionsubsequent to the establishment of the Rights Offering Amount pursuant to Section 1(c), the numerator Rights Offering Amount shall be such Rights Offering Amount agreed pursuant to Section 1(c). For the avoidance of which doubt, the Put Option Premium will be payable regardless of the actual number of calendar days in the respective Distribution Period, and the denominator Backstop Shares (if any) or amount of Backstop New Second Lien Loans (if any) which will be 360 daysare issued. The Put Option Premium for shall constitute an administrative expense claim (as defined in Section 101(5) of the Bankruptcy Code) against each Distribution Period will of the Debtors, which shall be calculated pari passu with all other administrative expenses. The Put Option Premium shall be allocated pro rata among the Investors based on the Auction Date. If as a result Investor Percentages, which Put Option Premium shall be fully earned, non-refundable and non-avoidable by the Investors upon approval of losses of principal of or interest on Eligible Assets there is a Delayed Auction, FSA will pay the Backstop Commitment pursuant to the TrustApproval Order. For purposes of this Agreement, 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 references to the product pro rata allocations 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 determinedare determined based on the immediately preceding sentence. For the avoidance of doubt, (B) the aggregate face amount of the CPS Securities outstanding at the time the Delayed Put Option Premium is calculated and may be asserted against each Debtor. (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.c)

Put Option Premium. 5.1 In (a) The Debtors and the Backstop Parties hereby acknowledge that, in consideration for the Trust’s agreement Debtors’ right to call the Backstop Base Commitments of the Backstop Parties to purchase the Preferred Stock in accordance with Backstop Base Commitment Securities of the Backstop Parties pursuant to the terms of this Agreement, FSA will the Debtors shall be required to pay to the Trust, Backstop Parties a premium 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, an aggregate amount equal to $3,187,500 (the “Put Option Base Premium,” ”), which Put Option Base Premium shall be paid to the Backstop Parties on a pro rata basis based upon their respective Put Option Base Premium Percentages. The Debtors shall be obligated to pay the Put Option Base Premium on the Effective Date and such payment shall be satisfied, in lieu of any cash payment, by UP Energy contributing to Ultra Resources, and Ultra Resources transferring to the Backstop Parties (or their designees) immediately after the receipt thereof from UP Energy, an amount additional number of shares of New Common Stock (the “Put Option Base Securities”) equal to the quotient obtained by dividing (i) $3,187,500 by (ii) the Per Share Purchase Price, on a pro rata basis based upon their respective Put Option Base Premium Percentages; provided, however, that if the Closing does not occur, the Debtors shall be required to pay the Put Option Base Premium to the Backstop Parties in cash to the extent provided in Section 8(e). Notwithstanding the foregoing, (A) no Defaulting Backstop Party shall be entitled to receive any portion of the Put Option Base Premium, (B) any Non-Defaulting Backstop Party that purchases Default Securities constituting Backstop Base Commitment Securities of a Defaulting Backstop Party shall be entitled to receive an additional portion of the Put Option Base Premium equal to the product of (Ax) 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 Base Premium is determined, (B) the aggregate face amount of the CPS Securities outstanding at the time the Put Option Premium is calculated that would be payable to such Defaulting Backstop Party if such Defaulting Backstop Party had not committed a Funding Default and (Cy) a fraction, the numerator of which will be is the actual number of calendar days in the respective Distribution Period, Default Securities constituting Backstop Base Commitment Securities of such Defaulting Backstop Party which such Non-Defaulting Backstop Party purchases and the denominator of which will be 360 days. The Put Option Premium for each Distribution Period will be calculated on is the Auction Date. If as a result total number of losses Default Securities constituting Backstop Base Commitment Securities of principal of or interest on Eligible Assets there is a Delayed Auctionsuch Defaulting Backstop Party, 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) if a fractionSpecified Backstop Party makes an Exit Term Loan Election in respect of Backstop Base Commitment Securities (including any Default Securities that constitute Backstop Base Commitment Securities) and the Closing occurs, then the numerator portion of which will the Put Option Base Premium otherwise payable to such Specified Backstop Party in respect of such Backstop Base Commitment Securities (including any Default Securities that constitute Backstop Base Commitment Securities) shall be the actual number of calendar days payable in the respective Delayed Auction Period, and form of Exit Term Loans in an aggregate principal amount equal to such portion of 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 DateBase Premium.

Put Option Premium. 5.1 In consideration for the Master Trust’s 's agreement to purchase the Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, FSA will Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-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 hereofDate, the “Put Option Premium,” in an amount equal to the product of (A) the Auction Rate on the CPS ABC 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 Rate 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 ABC Securities of the Sub-Trust 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 amount derived in accordance with such formula shall be known herein as the "Put Option Premium for each Distribution Period will be calculated on the Auction Date. Premium." If as a result of losses of principal of or interest on Eligible Assets there is a Delayed AuctionDefault during any Distribution Period, FSA will then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars, dollars on each Distribution Payment Date during which following receipt of the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put Option Premium,” in Premium Certificate an amount amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the CPS ABC Securities for the Delayed Auction Period less the excess of (i) the Stated Yield Delayed Distribution Rate for such Delayed Auction Period over (ii) the expenses of the Trust for such Delayed Auction 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 ABC Securities of the respective Sub-Trust 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 amount derived in accordance with such formula shall be known herein as the "Delayed Put Option Premium for each Delayed Auction Period will be calculated on the Delayed Auction Date.Premium"

Put Option Premium. 5.1 In On the basis of the terms and conditions herein contained, and subject to the entry of the Approval Order, to compensate the Investors for the risk of their undertakings herein and as consideration for their Backstop Commitments, the Trust’s agreement to purchase the Preferred Stock in accordance with the terms of this Agreement, FSA Company will pay to the TrustInvestors, in US dollarsthe aggregate, a nonrefundable aggregate premium payable on each Distribution Payment the Closing Date during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, additional shares of New Common Stock (the “Put Option Premium,” Premium Shares”) 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 6.0% of the Trust for such Distribution PeriodRights Offering Amount (the “Put Option Premium ”), provided which Rights Offering Amount is determined pursuant to Section 1(c), it being understood and agreed 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 shall be payable in New Common Stock notwithstanding that a portion of the CPS Securities outstanding at the time Rights Offering may be allocated in New Second Lien Loans; 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 immediately upon termination of this Agreement and payable in cash, which cash amount shall be, if such termination occurs (x) prior to the establishment of the Rights Offering Amount pursuant to Section 1(c), the Rights Offering Amount shall be deemed to be $30.0 million (provided, that in connection with the Put Option Premium Triggering Event under Section 2(c)(i), if such termination is calculated in respect of Section 10(b)(iv), the Rights Offering Amount shall also be deemed to be $30.0 million) and (Cy) a fractionsubsequent to the establishment of the Rights Offering Amount pursuant to Section 1(c), the numerator Rights Offering Amount shall be such Rights Offering Amount agreed pursuant to Section 1(c). For the avoidance of which doubt, the Put Option Premium will be payable regardless of the actual number of calendar days in the respective Distribution Period, and the denominator Backstop Shares (if any) or amount of Backstop New Second Lien Loans (if any) which will be 360 daysare issued. The Put Option Premium for shall constitute an administrative expense claim (as defined in Section 101(5) of the Bankruptcy Code) against each Distribution Period will of the Debtors, which shall be calculated pari passu with all other administrative expenses. The Put Option Premium shall be allocated pro rata among the Investors based on the Auction Date. If as a result Investor Percentages, which Put Option Premium shall be fully earned, non-refundable and non-avoidable by the Investors upon approval of losses of principal of or interest on Eligible Assets there is a Delayed Auction, FSA will pay the Backstop Commitment pursuant to the TrustApproval Order. For purposes of this Agreement, 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 references to the product pro rata allocations 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 determinedare determined based on the immediately preceding sentence. For the avoidance of doubt, (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 may 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 asserted against each Delayed Auction Period will be calculated on the Delayed Auction DateDebtor.

Put Option Premium. 5.1 In consideration for Based upon the Trust’s agreement to purchase expectations regarding confirmation of the Preferred Stock Plan in accordance with the terms Restructuring Support Agreement, as consideration for the commitments and agreements of the Backstop Parties hereunder, the Debtors have paid or caused to be paid on or prior to the execution 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 Commitment Letter a non-refundable (except as otherwise set forth herein) fee entitling the Debtors to put to each Backstop Party the amount of the Exit Facility in Section 2.2 hereof, the amount of its Backstop Commitment at the option of the Debtors (the “Put Option Premium,” ”) described in an amount equal the Term Sheet on the terms and subject to the product of conditions set forth therein, which has been paid in cash to the Backstop Parties or their designees based upon their Backstop Commitment percentages set forth on Schedule I hereto (A) each such percentage, a “Backstop Commitment Percentage”); provided that a Breaching Party shall forthwith refund to the Auction Rate on the CPS Securities Debtors in immediately available funds (and for the respective Distribution Period less the excess avoidance of (i) the Stated Yield for such Distribution Period over (ii) the expenses of the Trust for such Distribution Perioddoubt, 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 no later than 5 Business Days), any Put Option Premium is determined, received by it if it fails to perform hereunder (Bincluding by failing to fund any initial Term Loan requested in writing on the Closing Date or failing to execute the Definitive Financing Documentation in form and substance satisfactory to the Required Backstop Parties and each other Backstop Party (to the extent the Definitive Financing Documents include any modifications or any terms referred to in Section 8 hereof which require the prior written consent of each Backstop Party) on 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 daysClosing Date). The Put Option Premium is and has been fully earned, is non-refundable and non-avoidable (except as otherwise set forth herein herein) and has been paid by the Debtors free and clear of any withholding or deduction for each Distribution Period will be calculated on any applicable taxes or any other claim, setoff, or reserve. The Backstop Parties and the Auction Date. If Debtors hereto agree to treat, for federal income tax purposes, the entry into the Backstop Commitments pursuant to this Commitment Letter as the sale of a result of losses of principal of or interest on Eligible Assets there is a Delayed Auction, FSA will pay put option by the Backstop Parties to the Trust, in US dollars, on each Distribution Payment Date during which the put option remains in effect Debtors 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) as the aggregate face amount sale price for such put option. Backstop Parties and the Debtors shall not take any position or action inconsistent with such treatment and/or characterization. The provisions for the payment of the CPS Securities outstanding at the time the Delayed Put Option Premium is calculated and (C) a fraction, provided herein are an integral part of the numerator of which will be the actual number of calendar days in the respective Delayed Auction Periodtransactions contemplated by this Commitment Letter, and without these provisions 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 DateBackstop Parties would not have entered into this Commitment Letter.