Common use of Put Options Clause in Contracts

Put Options. Each of the Significant Equityholders and the Company will enter into put option agreements on the same date as the Equity Commitment Agreement (the “Put Option Agreements”) pursuant to which each of the Significant Equityholders will sell, and the Company will purchase, put options (the “Put Options”) under which the Company, subject to the Put Option Conditions (as defined below), may require each of the Significant Equityholders to purchase a number of shares of Additional Common Stock (as defined below) up to such Significant Equityholder’s Firm Commitment Amount (as defined below) to the extent such Significant Equityholder did not exercise its Rights (as defined below) in the Rights Offering (as defined below) or participate in the Second Lien Term Loan Offering (as defined below) for a price per share equal to the Additional Common Stock Purchase Price (as defined below). The terms and conditions of the Put Options shall be more fully set out in the Put Option Agreements. As consideration for the Put Options, the Company will pay the Significant Equityholders an aggregate amount of $8,625,000 (the “Put Option Premiums”), which will be in the form of shares of Common Stock (as defined below) based on the Additional Common Stock Purchase Price, to be allocated among the Significant Equityholders in accordance with the terms of the Put Option Agreements and payable on the earliest of (i) the occurrence of a Termination Event (as defined below), (ii) the Closing Date (as defined below) and (iii) March 31, 2009; provided that the Put Option Premium to which any Significant Equityholder is entitled shall be reduced by the amount of any premium that has been paid to such Significant Equityholder pursuant to the Equity Cure Letter entered into by such Significant Equityholder with the Company. The Put Options shall expire on the earlier of (i) seven business days following the Expiration Time (as defined below) and (ii) March 31, 2009 (the “Put Option Expiration Date”), unless terminated as provided herein. For the avoidance of doubt, the obligations under the Put Option Agreements shall not terminate until all required funding has occurred in accordance with the terms thereof. To the extent that the Company exercises its rights under the Equity Cure Letters prior to the Expiration Time and does not receive gross cash proceeds of at least $15.0 million as a result, each of D. E. Shaw and Sigma will exercise a sufficient number of Rights it receives in the Rights Offering to ensure that the Company receives Net Cash Offering Proceeds (as defined in the Credit Facility Amendment relating to the First Lien Credit Agreement) as a result of such exercise in an amount equal to its respective pro rata proportion (based on their relative respective Firm Commitment Amounts) of the difference between $15.0 million and the amount actually raised by the Company pursuant to such exercise of the Company’s rights under the Equity Cure Letters; provided that if the Rights Offering does not close, then each of D. E. Shaw and Sigma instead shall purchase for cash shares of Additional Common Stock from the Company in an amount equal to such difference (based on the Additional Common Stock Purchase Price), with such purchase closing on the same date as the relevant Special Second Lien Term Loan Offering (as defined below) (the “Minimum Cash Consideration Commitment”).

Put Options. Each (a) From and after the date that is 180 days following the effective date of a Confirmed Plan in the Significant Equityholders and the Company will enter into put option agreements on the same date as the Equity Commitment Agreement Proceedings (the “Put Option AgreementsDate”) pursuant and provided that the Proceedings have not been dismissed or converted to which each a liquidation under Chapter 7 of the Significant Equityholders will sellBankruptcy Code, Assignee shall have the right and option to sell all or a portion of any Unresolved Claims to Assignor on the terms provided herein (“Assignee’s Put Option”). Assignee’s Put Option is an option in favor of Assignee to sell all or a portion of the Unresolved Claims to Assignor, and the Company will purchase, put options is not an obligation of Assignee to sell any Unresolved Claims to Assignor. (the “b) Assignee’s Put Options”) under which the Company, subject to Option may be executed in whole or in part only after the Put Option Conditions (as defined below), may require each Date upon delivery to Assignor of the Significant Equityholders to purchase a number notice of shares of Additional Common Stock (as defined below) up to such Significant Equityholder’s Firm Commitment Amount (as defined below) to the extent such Significant Equityholder did not exercise its Rights (as defined below) in the Rights Offering (as defined below) or participate in the Second Lien Term Loan Offering (as defined below) for a price per share equal to the Additional Common Stock Purchase Price (as defined below). The terms and conditions of the Put Options shall be more fully set out in the Put Option Agreements. As consideration for the Put Options, the Company will pay the Significant Equityholders an aggregate amount of $8,625,000 (the “Put Option Premiums”), which will be in the form of shares Exhibit F (the “Assignee’s Notice of Common Stock Exercise”). Promptly (as defined belowand in any event within five (5) based business days after the delivery of an Assignee’s Notice of Exercise, Assignor and Assignee shall execute and deliver an assignment of claim agreement (the “Unresolved Claim Assignment Agreement”) in substantially the form of this Agreement with appropriate modifications, including the payment of the purchase price on the Additional Common Stock Purchase Price, to be allocated among the Significant Equityholders terms set forth in accordance with the terms Section 8(c). (c) In consideration of the Put Option Agreements sale and payable on assignment of the earliest of Unresolved Claims pursuant to the Unresolved Claims Assignment Agreement, (i) the occurrence of a Termination Event Assignor shall pay to Assignee within ten (as defined below), (ii10) the Closing Date (as defined below) and (iii) March 31, 2009; provided that the Put Option Premium to which any Significant Equityholder is entitled shall be reduced by the amount of any premium that has been paid to such Significant Equityholder pursuant to the Equity Cure Letter entered into by such Significant Equityholder with the Company. The Put Options shall expire on the earlier of (i) seven business days following of the Expiration Time (as defined below) date of the Assignee’s Notice of Exercise the portion of Initial Purchase Price paid by Assignee in respect of the Unresolved Claims plus interest on such amount at the Federal Funds Rate plus 3% from the Payment Date to, but not including, the date of payment under the Unresolved Claims Assignment Agreement, and (ii) March 31, 2009 (the “Put Option Expiration Date”), unless terminated as provided herein. For the avoidance of doubt, the obligations under the Put Option Agreements Assignee shall not terminate until all required funding has occurred in accordance with the terms thereof. To the extent that the Company exercises its rights under the Equity Cure Letters prior deliver to the Expiration Time and does not receive gross cash proceeds of at least $15.0 million as a result, each of D. E. Shaw and Sigma will exercise a sufficient number of Rights it receives in the Rights Offering to ensure that the Company receives Net Cash Offering Proceeds Escrow Agent an Assignee Claim Notice (as defined in the Credit Facility Amendment relating Escrow Agreement) in the form of Exhibit B to the First Lien Credit Escrow Agreement) as a result of such exercise in an amount equal to its respective pro rata proportion (based on their relative respective Firm Commitment Amounts) of the difference between $15.0 million and the amount actually raised by the Company pursuant to such exercise of the Company’s rights under the Equity Cure Letters; provided that if the Rights Offering does not close, then each of D. E. Shaw and Sigma instead shall purchase for cash shares of Additional Common Stock from the Company in an amount equal to such difference (based on the Additional Common Stock Purchase Price), with such purchase closing on the same date as the relevant Special Second Lien Term Loan Offering (as defined belowspecifying item 1(d) (the “Minimum Cash Consideration CommitmentPut Exercise Notice”) instructing the Escrow Agent to release the proportionate amount of the Total Escrow Amount held in the Escrow Account in respect of the Unresolved Claims. (d) In the event any Unresolved Claim transferred by Assignee to Assignor pursuant to the Unresolved Claims Assignment Agreement is ultimately allowed by Final Order in the Proceedings (a “Reallowed Claim”), Assignor shall have the right and option to sell all or a portion of any Reallowed Claim to Assignee (as agent for the Purchasing Accounts) on the terms provided herein (“Assignor’s Put Option”). Assignor’s Put Option is an option in favor of Assignor to sell all or a portion of the Reallowed Claims to Assignee, and is not an obligation of Assignor to sell any Reallowed Claim to Assignee. (e) Assignor’s Put Option may be executed in whole or in part only in respect of Reallowed Claims upon delivery to Assignee of a notice of exercise in the form of Exhibit F (the “Assignor’s Notice of Exercise”). Promptly after the delivery of an Assignor’s Notice of Exercise, Assignor and Assignee shall execute and deliver an assignment of claim agreement (the “Reallowed Claim Assignment Agreement”) in substantially the form of this Agreement with appropriate modifications, including the payment of the purchase price set forth in Section 8(f). (f) In consideration of the sale and assignment of the Reallowed Claims pursuant to the Reallowed Claim Assignment Agreement, Assignee shall pay to Assignor within ten (10) Business Days of the date of the Assignor’s Notice of Exercise (i) the product of (A) the principal amount of the Reallowed Claims and (B) the Adelphia Purchase Rate or the FrontierVision Purchase Rate as applicable, plus (ii) interest on such amount at the Federal Funds Rate plus 3% from the date of payment under the Unresolved Claims Assignment Agreement to, but not including, the date of payment under the Reallowed Claim Assignment Agreement, provided, however, if any such Reallowed Claim is Allowed against a Debtor that is not a “Corresponding Debtor” (as defined in the Escrow Agreement) or a “Same Percentage Debtor” (as defined in the Escrow Agreement), the purchase rate for such Reallowed Claim shall be 49%, plus interest on such amount at the Federal Funds Rate plus 3% from the date of payment under the Unresolved Claims Assignment Agreement to, but not including, the date of payment under the Reallowed Claim Assignment Agreement.

Put Options. Each 2.1 In consideration of the Significant Equityholders and payment by Shore Capital to the Company will enter into put of the sum of £1.00 (receipt of which the Company hereby acknowledges), the Company irrevocably grants to Shore Capital:- 2.1.1 the exclusive right and option agreements to require the Company to purchase the Initial Purchase Date Shares at the Purchase Price as an on-market transaction and otherwise on the same date as terms of this Agreement; and 2.1.2 the Equity Commitment Agreement (the “Put Option Agreements”) pursuant exclusive right and option to which each of the Significant Equityholders will sell, and require the Company will purchase, put options (the “Put Options”) under which the Company, subject to the Put Option Conditions (as defined below), may require each of the Significant Equityholders to purchase a number of shares of Additional Common Stock (as defined below) up to such Significant Equityholder’s Firm Commitment Amount (as defined below) to the extent such Significant Equityholder did not exercise its Rights (as defined below) in the Rights Offering (as defined below) or participate in the Second Lien Term Loan Offering (as defined below) for a price per share equal to Purchase Date Shares at the Additional Common Stock Purchase Price (as defined below). an on-market transaction and otherwise on the terms of this Agreement. 2.2 The terms and conditions of the Put Options shall be more fully set out in the Put Option Agreements. As consideration for the Put Optionsexerciseable by Shore Capital subject to, the Company will pay the Significant Equityholders an aggregate amount of $8,625,000 (the “Put Option Premiums”)and conditional upon, which will be in the form of shares of Common Stock (as defined below) based on the Additional Common Stock Purchase Price, to be allocated among the Significant Equityholders in accordance with the terms satisfaction of the Put Option Agreements and payable on following conditions:- 2.2.1 the earliest of Tender Offer having become unconditional in all respects (i) the occurrence of a Termination Event (as defined below)including, (ii) the Closing Date (as defined below) and (iii) March 31, 2009; provided that the Put Option Premium to which any Significant Equityholder is entitled shall be reduced by the amount of any premium that has been paid to such Significant Equityholder pursuant to the Equity Cure Letter entered into by such Significant Equityholder with the Company. The Put Options shall expire on the earlier of (i) seven business days following the Expiration Time (as defined below) and (ii) March 31, 2009 (the “Put Option Expiration Date”), unless terminated as provided herein. For for the avoidance of doubt, satisfaction of the obligations under the Put Option Agreements shall not terminate until all required funding has occurred Acceptance Condition, but save in respect of any condition relating to this Agreement becoming unconditional) in accordance with the terms thereof. To Tender Offer Terms & Conditions; 2.2.2 (with respect to the extent Initial Put Option) Shore Capital purchasing (acting as principal and not as agent, nominee or trustee) in accordance with the Tender Offer Deed and becoming the registered holder and beneficial owner of the Initial Purchase Date Shares upon completion of the Initial Purchase by the Initial Purchase Date (or such later date(s) as the Parties shall agree in writing); 2.2.3 (with respect to the Second Put Option) Shore Capital purchasing (acting as principal and not as agent, nominee or trustee) in accordance with the Tender Offer Deed and becoming the registered holder and beneficial owner of the Second Purchase Date Shares upon completion of the Second Purchase by the Second Purchase Date (or such later date(s) as the Parties shall agree in writing); and 2.2.4 Shore Capital being satisfied (at all times acting reasonably) that the Company exercises its rights under the Equity Cure Letters prior is not in breach of any representation or warranty (such representations and warranties being deemed repeated by reference to the Expiration Time facts and does circumstances then subsisting), undertaking or other obligation given or agreed by it under this Agreement or the Tender Offer Deed at all times up to and including Put Option Completion; (together, the "Put Option Exercise Conditions"). The Put Option Exercise Conditions set out in clauses 2.2.1, 2.2.2 and 2.2.3 shall not receive gross cash proceeds be capable of at least $15.0 million as a resultwaiver by either of the Parties. 2.3 Subject to satisfaction or fulfilment of the Put Option Exercise Conditions, each of D. E. Shaw and Sigma will exercise a sufficient number of Rights it receives the Put Options may be exercised at any time during the relevant Put Option Period and, in the Rights Offering to ensure that case of the Company receives Net Cash Offering Proceeds Initial Put Option, in respect of all (as defined in the Credit Facility Amendment relating to the First Lien Credit Agreement) as a result of such exercise in an amount equal to its respective pro rata proportion (based on their relative respective Firm Commitment Amountsbut not some only) of the difference between $15.0 million and Initial Purchase Date Shares and, in the amount actually raised case of the Second Put Option, in respect of all (but not some only) of the Second Purchase Date Shares by Shore Capital serving the Company pursuant to such exercise of the Company’s rights under the Equity Cure Letters; provided that if the Rights Offering does not close, then each of D. E. Shaw and Sigma instead shall purchase for cash shares of Additional Common Stock from the Company in an amount equal to such difference (based on the Additional Common Stock Purchase Price), with such purchase closing on the same date as the relevant Special Second Lien Term Loan Offering (as defined below) (Put Option Exercise Notice. Once served, the “Minimum Cash Consideration Commitment”)relevant Put Option Exercise Notice shall be irrevocable.