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, Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars, on each Distribution Payment Date, an amount equal to the product of (A) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount of the 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 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.” If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount of the 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 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.” 5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf of the Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B. 5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid.
Appears in 4 contracts
Sources: Put Option Agreement (Ambac Financial Group Inc), Put Option Agreement (Ambac Financial Group Inc), Put Option Agreement (Ambac Financial Group Inc)
Put Option Premium. 5.1 In consideration for the Master Custodial Trust’s agreement to purchase the Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, Ambac Assurance agrees to MBIA Insurance will pay to the Master Trust, on behalf of the Sub-Custodial Trust, in US dollars, on each Distribution Payment DateDate 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 ABC CPS Securities for the respective Distribution Period less the excess of (i) the Stated Yield for such Distribution Rate 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 ABC CPS 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.” 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 Default during any Distribution PeriodDelayed Auction, then Ambac Assurance agrees to MBIA Insurance will pay to the Master Trust, on behalf of the Sub-Custodial Trust, in US dollars dollars, on each Distribution Payment Date following receipt of during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put Option Premium Certificate Premium,” in an amount, as determined by the Trustee, amount equal to the product of (A) the Delayed Auction Rate on the ABC CPS Securities for the Delayed Auction Period less the Delayed Distribution Rate excess of (i) the Stated Yield for such Distribution 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 ABC CPS 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 PremiumPremium for each Delayed Auction Period will be calculated on the Delayed Auction Date.”
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, ) to Ambac Assurance MBIA Insurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance MBIA Insurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets Eligible Assets held by the Sub-Custodial Trust, the anticipated yield earned Stated Yield on each such assetEligible Asset, any anticipated fees to be paid incurred or incurred accrued by the Trustee on behalf of the Custodial Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If MBIA Insurance has five (5) days to cure any failure to pay when due the Put Option Premium, Premium or the Delayed Put Option Premium, if any, is not paid on ; provided that the date on which it is due, interest shall accrue thereon Put Option Premium during such cure period will be set at a rate equal to the maximum rate Maximum Rate then in effect, during the .
5.4 MBIA Insurance has five (5) day days to cure any failure to pay when due the Redemption Price; provided that the Put Option Premium during such cure period will be set forth at the Maximum Rate then in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paideffect.
Appears in 4 contracts
Sources: Put Option Agreement (Mbia Inc), Put Option Agreement (Mbia Inc), Put Option Agreement (Mbia Inc)
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, Ambac Assurance agrees to FSA will pay to the Master Trust, on behalf of the Sub-Trust, in US dollars, on each Distribution Payment DateDate 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 ABC CPS Securities for the respective Distribution Period less the excess of (i) the Stated Yield for such Distribution Rate 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 ABC CPS 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.” 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 Default during any Distribution PeriodDelayed Auction, then Ambac Assurance agrees to FSA will pay to the Master Trust, on behalf of the Sub-Trust, in US dollars dollars, on each Distribution Payment Date following receipt of during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put Option Premium Certificate Premium,” in an amount, as determined by the Trustee, amount equal to the product of (A) the Delayed Auction Rate on the ABC CPS Securities for the Delayed Auction Period less the Delayed Distribution Rate excess of (i) the Stated Yield for such Distribution 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 ABC CPS 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 PremiumPremium for each Delayed Auction Period will be calculated on the Delayed Auction Date.”
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, ) to Ambac Assurance FSA prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance FSA prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets Eligible Assets held by the Sub-Trust, the anticipated yield earned Stated Yield on each such assetEligible Asset, any anticipated fees to be paid incurred or incurred accrued by the Trustee on behalf of the Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If FSA has five (5) Business Days to cure any failure to pay when due the Put Option Premium, Premium or the Delayed Put Option Premium, if any, is not paid on ; provided that the date on which it is due, interest shall accrue thereon Put Option Premium during such cure period will be set at a rate equal to the maximum rate Maximum Rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid.
Appears in 4 contracts
Sources: Put Option Agreement (Financial Security Assurance Holdings LTD/Ny/), Put Option Agreement (Financial Security Assurance Holdings LTD/Ny/), Put Option Agreement (Financial Security Assurance Holdings LTD/Ny/)
Put Option Premium. 5.1 In consideration for the Master Custodial Trust’s agreement to purchase the Radian Securities Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, Ambac Assurance agrees to Radian Securities will pay to the Master Trust, on behalf of the Sub-Custodial Trust, in US U.S. dollars, on each Distribution Payment DateDate 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 ABC CPS Securities for the respective Distribution Period less the excess of (i) the Stated Yield for such Distribution Rate Period over (ii) the 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 ABC CPS 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.” 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 Default during any Distribution PeriodDelayed Auction, then Ambac Assurance agrees to Radian Securities will pay to the Master Trust, on behalf of the Sub-Custodial Trust, in US dollars U.S. dollars, on each Distribution Payment Date following receipt of during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put Option Premium Certificate Premium,” in an amount, as determined by the Trustee, amount equal to the product of (A) the Delayed Auction Rate on the ABC CPS Securities for the Delayed Auction Period less the Delayed Distribution Rate excess of (i) the Stated Yield for such Distribution Delayed Auction Period over (ii) the 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 ABC CPS 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 PremiumPremium for each Delayed Auction Period will be calculated on the Delayed Auction Date.”
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, ) to Ambac Assurance Radian Securities prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance Radian Securities prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets Eligible Assets held by the Sub-Custodial Trust, the anticipated yield earned Stated Yield on each such assetEligible Asset, any anticipated fees to be paid incurred or incurred accrued by the Trustee on behalf of the Custodial Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If Radian Securities has five (5) days to cure any failure to pay when due the Put Option Premium, Premium or the Delayed Put Option Premium, if any, is not paid on ; provided that the date on which it is due, interest shall accrue thereon Put Option Premium during such cure period will be set at a rate equal to the maximum rate Maximum Rate then in effect, during the .
5.4 Radian Securities has five (5) day days to cure any failure to pay when due the Redemption Price; provided that the Put Option Premium during such cure period will be set forth at the Maximum Rate then in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paideffect.
Appears in 3 contracts
Sources: Put Option Agreement (Radian Group Inc), Put Option Agreement (Radian Group Inc), Put Option Agreement (Radian Group Inc)
Put Option Premium. 5.1 In consideration for the Master Trust’s Radian Securities’ agreement to purchase the Radian Asset Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, Ambac Assurance agrees to Radian Asset will pay to the Master Trust, on behalf of the Sub-TrustRadian Securities, in US U.S. dollars, on each Distribution Payment DateDate 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 ABC CPS Securities for the respective Distribution Period less the excess of (i) the Stated Yield for such Distribution Rate Period over (ii) the 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 ABC CPS 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.” 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 Default during any Distribution PeriodDelayed Auction, then Ambac Assurance agrees to Radian Asset will pay to the Master Trust, on behalf of the Sub-TrustRadian Securities, in US dollars U.S. dollars, on each Distribution Payment Date following receipt of during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put Option Premium Certificate Premium,” in an amount, as determined by the Trustee, amount equal to the product of (A) the Delayed Auction Rate on the ABC CPS Securities for the Delayed Auction Period less the Delayed Distribution Rate excess of (i) the Stated Yield for such Distribution Delayed Auction Period over (ii) the 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 ABC CPS 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 PremiumPremium for each Delayed Auction Period will be calculated on the Delayed Auction Date.”
5.2 The amount of the Put Option Premium shall will be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”)) to Radian Securities, substantially in the form attached hereto as Annex B, who shall deliver a copy of it to Ambac Assurance Radian Asset prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall will be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance Radian Securities, who shall deliver a copy of it to Radian Asset prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets Eligible Assets held by the Sub-Custodial Trust, the anticipated yield earned Stated Yield on each such assetEligible Asset, any anticipated fees to be paid incurred or incurred accrued by the Trustee on behalf of the Custodial Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If Radian Asset has five (5) days to cure any failure to pay when due the Put Option Premium, Premium or the Delayed Put Option Premium, if any, is not paid on ; provided that the date on which it is due, interest shall accrue thereon Put Option Premium during such cure period will be set at a rate equal to the maximum rate Maximum Rate then in effect, during the .
5.4 Radian Asset has five (5) day days to cure any failure to pay when due the Redemption Price; provided that the Put Option Premium during such cure period will be set forth at the Maximum Rate then in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paideffect.
Appears in 3 contracts
Sources: Put Option Agreement (Radian Group Inc), Put Option Agreement (Radian Group Inc), Put Option Agreement (Radian Group Inc)
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, Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars, on each Distribution Payment Date, an amount equal to the product of (A) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount of the 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 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.” " If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount of the 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 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.”"
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Put Option Premium Certificate”"), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Delayed Put Option Premium Certificate”") to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf of the Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid.
Appears in 3 contracts
Sources: Put Option Agreement (Ambac Financial Group Inc), Put Option Agreement (Ambac Financial Group Inc), Put Option Agreement (Ambac Financial Group Inc)
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 Master Trust’s agreement to purchase the Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, Ambac Assurance agrees to Company will pay to the Master Trust, on behalf of the Sub-TrustInvestors, in US dollarsthe aggregate, a nonrefundable aggregate premium payable on each Distribution Payment Date, the Closing Date in additional shares of New Common Stock (the “Put Option Premium Shares”) in an amount equal to the product of (A) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount 6.0% of the ABC Securities of the Sub-Trust outstanding at the time the Put Option Premium is calculated and Rights Offering Amount (C) a fraction, the numerator of which will be the 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.” If there Premium ”), which Rights Offering Amount is a Default during any Distribution Perioddetermined pursuant to Section 1(c), then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount of the ABC Securities of the respective Sub-Trust outstanding at the time the Delayed Put Option Premium is calculated it being understood and (C) a fraction, the numerator of which will be the 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.”
5.2 The amount of agreed that the Put Option Premium shall be calculated by payable in New Common Stock notwithstanding that a portion of the Trustee and delivered Rights Offering may be allocated in writing (the “New Second Lien Loans; provided, however, if this Agreement is terminated due to a Put Option Premium Certificate”Triggering Event (as defined below), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by 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 Trustee and delivered 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 writing (connection with the “Delayed Put Option Premium Certificate”Triggering Event under Section 2(c)(i), if such termination is in respect of Section 10(b)(iv), the Rights Offering Amount shall also be deemed to be $30.0 million) and (y) subsequent to Ambac Assurance prior the establishment of the Rights Offering Amount pursuant to 5:00 p.m. on Section 1(c), the Delayed Auction DateRights Offering Amount shall be such Rights Offering Amount agreed pursuant to Section 1(c). For the avoidance of doubt, the Put Option Premium will be payable regardless of the number of Backstop Shares (if any) or amount of Backstop New Second Lien Loans (if any) which are issued. The Put Option Premium Certificateshall constitute an administrative expense claim (as defined in Section 101(5) of the Bankruptcy Code) against each of the Debtors, and any Delayed which shall be pari passu with all other administrative expenses. The Put Option Premium Certificateshall be allocated pro rata among the Investors based on the Investor Percentages, also which Put Option Premium shall set forth the eligible assets held be fully earned, non-refundable and non-avoidable by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf Investors upon approval of the Trust and Backstop Commitment pursuant to the computation Approval Order. For purposes of this Agreement, references to the pro rata allocations of the Put Option PremiumPremium are determined based on the immediately preceding sentence. For the avoidance of doubt, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paidPremium may be asserted against each Debtor.
Appears in 2 contracts
Sources: Backstop Agreement, Backstop Agreement (Erickson Inc.)
Put Option Premium. 5.1 In consideration for the Master Custodial Trust’s 's agreement to purchase the Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, Ambac Assurance agrees to MBIA Insurance will pay to the Master Trust, on behalf of the Sub-Custodial Trust, in US dollars, on each Distribution Payment DateDate 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 ABC CPS Securities for the respective Distribution Period less the excess of (i) the Stated Yield for such Distribution Rate 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 ABC CPS 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.” 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 Default during any Distribution PeriodDelayed Auction, then Ambac Assurance agrees to MBIA Insurance will pay to the Master Trust, on behalf of the Sub-Custodial Trust, in US dollars dollars, on each Distribution Payment Date following receipt of during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the "Delayed Put Option Premium Certificate Premium," in an amount, as determined by the Trustee, amount equal to the product of (A) the Delayed Auction Rate on the ABC CPS Securities for the Delayed Auction Period less the Delayed Distribution Rate excess of (i) the Stated Yield for such Distribution 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 ABC CPS 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 PremiumPremium for each Delayed Auction Period will be calculated on the Delayed Auction Date.”
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, ") to Ambac Assurance MBIA Insurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Delayed Put Option Premium Certificate”") to Ambac Assurance MBIA Insurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets Eligible Assets held by the Sub-Custodial Trust, the anticipated yield earned Stated Yield on each such assetEligible Asset, any anticipated fees to be paid incurred or incurred accrued by the Trustee on behalf of the Custodial Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If MBIA Insurance has five (5) days to cure any failure to pay when due the Put Option Premium, Premium or the Delayed Put Option Premium, if any, is not paid on ; provided that the date on which it is due, interest shall accrue thereon Put Option Premium during such cure period will be set at a rate equal to the maximum rate Maximum Rate then in effect, during the . 5.4 MBIA Insurance has five (5) day days to cure any failure to pay when due the Redemption Price; provided that the Put Option Premium during such cure period will be set forth at the Maximum Rate then in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paideffect.
Appears in 2 contracts
Sources: Put Option Agreement (Mbia Inc), Put Option Agreement (Mbia Inc)
Put Option Premium. 5.1 In consideration for the Master Custodial Trust’s 's agreement to purchase the Preferred Stock on behalf of the Sub-Trust in accordance with the terms of this Agreement, Ambac Assurance agrees to MBIA Insurance will pay to the Master Trust, on behalf of the Sub-Custodial Trust, in US dollars, on each Distribution Payment DateDate 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 ABC CPS Securities for the respective Distribution Period less the excess of (i) the Stated Yield for such Distribution Rate 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 ABC CPS 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.” 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 Default during any Distribution PeriodDelayed Auction, then Ambac Assurance agrees to MBIA Insurance will pay to the Master Trust, on behalf of the Sub-Custodial Trust, in US dollars dollars, on each Distribution Payment Date following receipt of during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, the "Delayed Put Option Premium Certificate Premium," in an amount, as determined by the Trustee, amount equal to the product of (A) the Delayed Auction Rate on the ABC CPS Securities for the Delayed Auction Period less the Delayed Distribution Rate excess of (i) the Stated Yield for such Distribution 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 ABC CPS 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 PremiumPremium for each Delayed Auction Period will be calculated on the Delayed Auction Date.”
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, ") to Ambac Assurance MBIA Insurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Delayed Put Option Premium Certificate”") to Ambac Assurance MBIA Insurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets Eligible Assets held by the Sub-Custodial Trust, the anticipated yield earned Stated Yield on each such assetEligible Asset, any anticipated fees to be paid incurred or incurred accrued by the Trustee on behalf of the Custodial Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If MBIA Insurance has five (5) days to cure any failure to pay when due the Put Option Premium, Premium or the Delayed Put Option Premium, if any, is not paid on ; provided that the date on which it is due, interest shall accrue thereon Put Option Premium during such cure period will be set at a rate equal to the maximum rate Maximum Rate then in effect, during the .
5.4 MBIA Insurance has five (5) day days to cure any failure to pay when due the Redemption Price; provided that the Put Option Premium during such cure period will be set forth at the Maximum Rate then in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paideffect.
Appears in 2 contracts
Sources: Put Option Agreement (Mbia Inc), Put Option Agreement (Mbia Inc)
Put Option Premium. 5.1 In The Debtors and the Commitment Parties hereby acknowledge that, (a) as consideration for the Master 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 on behalf of Equity Commitment Shares in exchange for the Sub-Trust in accordance with Equity Commitment Parties funding their Equity Commitments pursuant to the terms of this Agreement, Ambac Assurance agrees to pay subject to the Master Trustbelow, the Debtors shall issue to the Equity Commitment Parties (or their designees) on behalf the Plan Effective Date their ratable shares, based on the Equity Commitment Parties’ respective Equity Commitment Percentages on the Plan Effective Date, of New Common Stock representing 2.02% of the Sub-Trust, in US dollars, on each Distribution Payment total shares of New Common Stock to be issued as of the Plan Effective Date, an amount 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” 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 ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount number of the ABC Securities of the Sub-Trust outstanding at the time the Backstop 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 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 amount derived in accordance with such formula shall be known herein as the “Put Option Premium.” If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount of the ABC Securities of the respective Sub-Trust outstanding at the time the Delayed Put Option Premium is calculated Debtors hereby further acknowledge and (C) a fraction, the numerator of which will be the 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.”
5.2 The amount of agree that the Put Option Premium Shares (i) shall be, upon entry of the Agreement Order, fully earned as of the Execution Date (but to be calculated by issued only at the Trustee and delivered in writing (the “Put Option Premium Certificate”Closing), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The (ii) shall not be refundable under any circumstance or creditable against any other amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees paid or to be paid in connection with this Agreement or incurred by the Trustee on behalf any of the Trust and the computation of the Put Option PremiumContemplated Transactions or otherwise, (iii) shall be issued without setoff or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, recoupment and shall not be in the form attached hereto as Annex B.
5.3 If the Put Option Premiumsubject to defense or offset on account of any claim, defense or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid.counterclaim,
Appears in 2 contracts
Sources: Put Option Agreement (Monitronics International Inc), Put Option Agreement
Put Option Premium. 5.1 In consideration for Based upon the Master Trust’s agreement to purchase the Preferred Stock on behalf expectations regarding confirmation of the Sub-Trust 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, Ambac Assurance agrees Commitment Letter a non-refundable (except as otherwise set forth herein) fee entitling the Debtors to pay put to each Backstop Party the Master Trust, on behalf of the Sub-Trust, in US dollars, on each Distribution Payment Date, an amount equal to the product of (A) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount of the ABC Securities Exit Facility in the amount of its Backstop Commitment at the option of the Sub-Trust outstanding at the time the Put Option Premium is calculated and Debtors (C) a fraction, the numerator of which will be the 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.” If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay ”) described in the Term Sheet on the terms and subject to the Master Trustconditions 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 behalf Schedule I hereto (each such percentage, a “Backstop Commitment Percentage”); provided that a Breaching Party shall forthwith refund to the Debtors in immediately available funds (and for the avoidance of the Sub-Trustdoubt, in US dollars on each Distribution Payment Date following receipt of the Delayed no later than 5 Business Days), any Put Option Premium Certificate an amount, as determined received by it if it fails to perform hereunder (including by failing to fund any initial Term Loan requested in writing on the Trustee, equal Closing Date or failing to execute the Definitive Financing Documentation in form and substance satisfactory to the product 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 (Aeach Backstop Party) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount of the ABC Securities of the respective Sub-Trust outstanding at the time the Delayed Closing Date). The Put Option Premium is calculated and has been fully earned, is non-refundable and non-avoidable (Cexcept as otherwise set forth herein herein) a fractionand has been paid by the Debtors free and clear of any withholding or deduction for any applicable taxes or any other claim, setoff, or reserve. The Backstop Parties and the Debtors hereto agree to treat, for federal income tax purposes, the numerator entry into the Backstop Commitments pursuant to this Commitment Letter as the sale of which will be a put option by the number of calendar days in Backstop Parties to the respective Delayed Auction Period, Debtors and the denominator of which will be 360 daysPut Option Premium as the 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 amount derived in accordance with such formula shall be known herein as provisions for the “Delayed Put Option Premium.”
5.2 The amount payment of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount provided herein are an integral part of the Delayed Put Option Premium shall be calculated transactions contemplated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificatethis Commitment Letter, and any Delayed Put Option Premium Certificate, also shall set forth without these provisions the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf of the Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is Backstop Parties would not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paidhave entered into this Commitment Letter.
Appears in 1 contract
Put Option Premium. 5.1 In The Debtors and the Backstop Parties hereby acknowledge that, in consideration for the Master Trust’s agreement Debtors’ right to require the Backstop Parties to purchase the Preferred Backstop Commitment Securities pursuant to their Backstop Commitments on the terms and subject to the conditions set forth in this Agreement, the Debtors shall be required to pay to the Non-Defaulting Backstop Parties, as a premium (the “Put Option Premium”), an aggregate number of shares of New Common Stock on behalf equal to 10% of the SubTotal New Equity Interests (the “Put Option Securities”), which Put Option Premium shall be paid to the Non-Trust Defaulting Backstop Parties on a pro rata basis (in accordance with each case rounded up or down to the terms 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 Put Option Premium Cash Amount, to the extent provided in Section 8(e). The Debtors’ obligation to pay the Put Option Premium Cash Amount, if applicable, shall survive termination of this Agreement, Ambac Assurance agrees other than termination pursuant to pay Section 8(c). No Defaulting Backstop Party shall be entitled to the Master Trust, on behalf receive any portion of the SubPut Option Premium, and any Non-Trust, in US dollars, on each Distribution Payment Date, Defaulting Backstop Party that purchases Default Securities constituting Backstop Commitment Securities of a Defaulting Backstop Party shall be entitled to receive an amount additional portion of the Put Option Premium equal to the product of (Ax) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount number of the ABC Securities of the Sub-Trust outstanding at the time the Put Option Premium is calculated 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 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 amount derived in accordance with such formula shall be known herein as is the “Put Option Premium.” If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face total amount of the ABC Default Securities constituting Backstop Commitment 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 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 PremiumDefaulting Backstop Party.”
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf of the Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid.
Appears in 1 contract
Sources: Restructuring Support Agreement (Chaparral Energy, Inc.)
Put Option Premium. 5.1 In consideration for of the Master Trust’s 's agreement to purchase the Preferred Stock on behalf of the Sub-Trust Preference Shares in accordance with the terms of this Agreement, Ambac Assurance agrees to the Company will pay an amount to the Master Trust, on behalf of the Sub-Trust, in US U.S. dollars, on each Distribution Payment DateDate during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof (such amount, an amount the "Put Option Premium"), equal to the product of (A) the Auction Rate on the ABC CPS Securities for the respective Distribution Period less the excess of (i) the Stated Yield for such Distribution Rate Period over (ii) the expenses of the Trust for such Distribution Period, provided that such expenses 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 ABC CPS 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 PremiumPremium for each Distribution Period will be calculated on the Auction Date.”
5.2 If as a result of losses of principal of or interest on Eligible Assets there is a Default during any Distribution PeriodDelayed Auction, then Ambac Assurance agrees to the Company will pay an amount to the Master Trust, on behalf of the Sub-Trust, in US dollars U.S. dollars, on each Distribution Payment Date following receipt of during which the put option remains in effect and is exercisable as set forth in Section 2.2 hereof, (such amount, the "Delayed Put Option Premium Certificate an amount, as determined by the TrusteePremium"), equal to the product of (A) the Delayed Auction Rate on the ABC CPS Securities for the Delayed Auction Period less the Delayed Distribution Rate excess of (i) the Stated Yield for such Distribution Delayed Auction Period over (ii) the expenses of the Trust for such Delayed Auction Period, provided that such expenses 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 ABC CPS 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 PremiumPremium for each Delayed Auction Period will be calculated on the Delayed Auction Date.”
5.2 5.3 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Put Option Premium Certificate”), substantially in ") to the form attached hereto as Annex B, to Ambac Assurance Company prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Delayed Put Option Premium Certificate”") to Ambac Assurance the Company prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets Eligible Assets held by the Sub-Trust, the anticipated yield earned Stated Yield on each such assetEligible Asset, any anticipated fees to be paid incurred or incurred accrued by the Trustee on behalf of the Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If 5.4 The Company shall have three Business Days from notice thereof by the Trust to cure any failure to pay when due the Put Option Premium, Premium or the Delayed Put Option Premium, if any, is not paid on ; provided that the date on which it is due, interest shall accrue thereon Put Option Premium during such cure period will be set at a rate equal to the maximum rate Maximum Rate then in effect, .
5.5 The Company shall have three Business Days from notice thereof by the Trust to cure any failure to pay when due the Redemption Price; provided that the Put Option Premium during the five (5) day such cure period will be set forth at the Maximum Rate then in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paideffect.
Appears in 1 contract
Put Option Premium. 5.1 In consideration for of the Master Asset Trust’s 's agreement to purchase the Series B Preferred Stock on behalf Shares upon the exercise of the Sub-Trust Put Option in accordance with the terms of this Agreement, Ambac Assurance agrees to XLFA will pay to the Master Trust, on behalf of the Sub-Asset Trust, in US dollars, U.S. dollars payable in arrears on each Collection Date relating to any Distribution Payment DatePeriod during which the Put Option remains in effect, a premium (the "Put Option Premium,") in an amount equal to the product of sum of:
(i) (A) the Auction Rate on sum of (x) the ABC Securities Trustee's Ordinary Fees and Expenses and the Tax Matters Partner's Fee for the respective that Distribution Period less and (y) the Distribution Rate for such Distribution Period, expenses payable by the Asset Trust under the Pass-Through Trust Expense Reimbursement Agreement attributable to fees of the Pass-Through Trustee multiplied by (B) the aggregate face amount of the 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 is the number Unexercised Portion of calendar days in the respective Put Option on the Collection Date for that Distribution Period, Period and the denominator of which will be 360 days. The amount derived in accordance with is the aggregate Face Amount of the Asset Trust Securities on such formula shall be known herein as Collection Date;
(ii) the “Put Option Premium.” If there is a Default during any fees of the Investment Manager for that Distribution Period; and
(iii) the excess, then Ambac Assurance agrees to pay if any, of:
(A) an amount equal to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amountRate, as determined multiplied by the Trusteeactual number of days elapsed in the Distribution Period in which the relevant Collection Date falls, equal to divided by 360, and multiplied by the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution PeriodInvested Amount, over
(B) the aggregate face amount of Stated Yield on all the ABC Securities of the respective Sub-Trust outstanding at the time the Delayed Put Option Premium is calculated and Eligible Assets (Cincluding defaulted Eligible Assets, if any) a fraction, the numerator of which will be the 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.”
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-TrustAsset Trust during such Distribution Period, the anticipated yield earned on each whether or not such assetStated Yield is actually realized during that Distribution Period, together with any anticipated fees to be paid or incurred interest income received by the Trustee on behalf of the Asset Trust and the computation of the Put Option Premium, during that Distribution Period from holding its assets in overnight interest-bearing deposit accounts held at Eligible Banks or the Delayed Put Option PremiumPermitted Investments, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paidapplicable.
Appears in 1 contract
Put Option Premium. 5.1 In (a) The Debtors and the Backstop Parties hereby acknowledge that, in consideration for the Master Trust’s agreement Debtors’ right to call the Backstop Base Commitments of the Backstop Parties to purchase the Preferred Stock on behalf Backstop Base Commitment Securities of the Sub-Trust in accordance with Backstop Parties pursuant to the terms of this Agreement, Ambac Assurance agrees the Debtors shall be required to pay to the Master TrustBackstop Parties a premium in 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 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 behalf 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 SubPut Option Base Premium, (B) any Non-Trust, in US dollars, on each Distribution Payment Date, Defaulting Backstop Party that purchases Default Securities constituting Backstop Base Commitment Securities of a Defaulting Backstop Party shall be entitled to receive an amount additional portion of the Put Option Base Premium equal to the product of (Ax) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount of the ABC Securities of the Sub-Trust outstanding at the time the Put Option Base 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 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 amount derived is the total number of Default Securities constituting Backstop Base Commitment Securities of such Defaulting Backstop Party, and (C) if a Specified Backstop Party makes an Exit Term Loan Election in accordance with respect of Backstop Base Commitment Securities (including any Default Securities that constitute Backstop Base Commitment Securities) and the Closing occurs, then the portion of the Put Option Base Premium otherwise payable to such formula Specified Backstop Party in respect of such Backstop Base Commitment Securities (including any Default Securities that constitute Backstop Base Commitment Securities) shall be known herein as payable in the form of Exit Term Loans in an aggregate principal amount equal to such portion of the Put Option Base Premium.
(b) The Debtors and the Backstop Parties hereby acknowledge that, in consideration for the Debtors’ right to call the Backstop Priority Commitments of the Priority Backstop Parties to purchase Backstop Priority Commitment Securities in the Rights Offering, the Debtors shall be required to pay to the Priority Backstop Parties a premium in an aggregate amount equal to $3,187,500 (the “Put Option Priority Premium.” If there is ”), which Put Option Priority Premium shall be paid to the Priority Backstop Parties on a Default during any Distribution Period, then Ambac Assurance agrees pro rata basis based upon their respective Priority Backstop Commitment Percentages. The Debtors shall be obligated to pay the Put Option Priority 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 Master TrustPriority Backstop Parties (or their designees) immediately after the receipt thereof from UP Energy, an additional number of shares of New Common Stock (the “Put Option Priority Securities”) equal to the quotient obtained by dividing (i) $3,187,500 by (ii) the Per Share Purchase Price, on behalf a pro rata basis based upon their respective Priority Backstop Commitment Percentages; provided, however, that if the Closing does not occur, the Debtors shall be required to pay the Put Option Priority Premium to the Priority 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 SubPut Option Priority Premium, (B) any Non-Trust, in US dollars on each Distribution Payment Date following receipt Defaulting Backstop Party that purchases Default Securities constituting Backstop Priority Commitment Securities of a Defaulting Backstop Party shall be entitled to receive an additional portion of the Delayed Put Option Priority Premium Certificate an amount, as determined by the Trustee, equal to the product of (Ax) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount of the ABC Securities of the respective Sub-Trust outstanding at the time the Delayed Put Option Priority 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 number of calendar days in the respective Delayed Auction Period, Default Securities constituting Backstop Priority Commitment Securities of such Defaulting Backstop Party which such Non-Defaulting Backstop Party purchases and the denominator of which will be 360 days. The amount derived is the total number of Default Securities constituting Backstop Priority Commitment Securities of such Defaulting Backstop Party, and (C) if a Specified Backstop Party makes an Exit Term Loan Election in accordance with such formula shall be known herein as respect of Backstop Priority Commitment Securities (including any Default Securities that constitute Backstop Priority Commitment Securities) and the “Delayed Put Option Premium.”
5.2 The amount Closing occurs, then the portion of the Put Option Priority Premium otherwise payable to such Specified Backstop Party in respect of such Backstop Priority Commitment Securities (including any Default Securities that constitute Backstop Priority Commitment Securities) shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially payable in the form attached hereto as Annex B, of Exit Term Loans in an aggregate principal amount equal to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf of the Trust and the computation portion of the Put Option Priority Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period .
(c) The Debtors hereby further acknowledge and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If agree that the Put Option PremiumPremium (including the commitment premium with respect to any Exit Term Loans) (i) shall be fully earned as of the Execution Date, (ii) 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 Contemplated Transactions or otherwise, (iii) shall be paid without setoff or recoupment and shall not be subject to defense or offset on account of any claim, defense or counterclaim, (iv) except to the extent required under the Code or other applicable Law, shall be paid free and clear of and without deduction for any and all present or future applicable Taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (collectively, “Deductions or Withholdings”), and to the extent of any Deductions or Withholdings, the Debtors shall pay additional amounts such that the total amount received by each Backstop Party shall equal the amount that would have been received absent any such Deductions or Withholdings, and (v) shall be treated for U.S. federal income Tax purposes as a premium (and, as applicable, an adjustment to tax basis or adjustment to issue price) for an option to put the Backstop Base Commitment Securities of the Backstop Parties to the Backstop Parties and the Backstop Priority Commitment Securities of the Priority Backstop Parties to the Priority Backstop Parties, as applicable, and none of the Debtors or the Delayed Put Option PremiumBackstop Parties shall take any position or action inconsistent with such treatment and/or characterization, if anyexcept as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, is not paid on as amended (the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid“Code”).
Appears in 1 contract
Put Option Premium. 5.1 In (a) The Debtors and the Backstop Parties hereby acknowledge that, in consideration for the Master Trust’s agreement Debtors’ right to require the Backstop Parties to purchase the Preferred Backstop Commitment Securities pursuant to their Backstop Commitments on the terms and subject to the conditions set forth in this Agreement, the Debtors shall be required to pay to the Non-Defaulting Backstop Parties, as a premium (the “Put Option Premium”), an aggregate number of shares of New Common Stock on behalf equal to 10% of the SubTotal New Equity Interests (the “Put Option Securities”), which Put Option Premium shall be paid to the Non-Trust Defaulting Backstop Parties on a pro rata basis (in accordance with each case rounded up or down to the terms 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 Put Option Premium Cash Amount, to the extent provided in Section 8(e). The Debtors’ obligation to pay the Put Option Premium Cash Amount, if applicable, shall survive termination of this Agreement, Ambac Assurance agrees other than termination pursuant to pay Section 8(c). No Defaulting Backstop Party shall be entitled to the Master Trust, on behalf receive any portion of the SubPut Option Premium, and any Non-Trust, in US dollars, on each Distribution Payment Date, Defaulting Backstop Party that purchases Default Securities constituting Backstop Commitment Securities of a Defaulting Backstop Party shall be entitled to receive an amount additional portion of the Put Option Premium equal to the product of (Ax) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount number of the ABC Securities of the Sub-Trust outstanding at the time the Put Option Premium is calculated 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 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. is the total amount of Default Securities constituting Backstop Commitment Securities of such Defaulting Backstop Party.
(b) The amount derived in accordance with such formula shall be known herein as Debtors hereby further acknowledge and agree that the “Put Option Premium.” If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount(i) shall be fully earned as of the Execution Date, as determined by (ii) 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 TrusteeContemplated Transactions or otherwise, equal (iii) shall be paid without setoff or recoupment and shall not be subject to the product defense or offset on account of any claim, defense or counterclaim, and (Aiv) shall be paid free and clear of any issue, stamp, transfer or similar Taxes. The parties hereto further acknowledge and agree that (i) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount of the ABC Securities of the respective Sub-Trust outstanding at the time the Delayed Put Option Premium is calculated intended to be treated for U.S. federal income Tax purposes as a premium (and, as applicable, an adjustment to tax basis or adjustment to issue price) for an option to put the Backstop Commitment Securities of the Backstop Parties to the Backstop Parties, and (Cii) a fraction, the numerator of which will be the number of calendar days in the respective Delayed Auction Period, and the denominator of which will be 360 days. The amount derived in accordance parties shall not take any position or action inconsistent with such formula shall be known herein treatment and/or characterization (including, for the avoidance of doubt, with respect to any withholding or deduction for Taxes), except as otherwise required by a final “determination” (within the “Delayed Put Option Premium.”
5.2 The amount meaning of Section 1313(a) of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”Code), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf of the Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid.
Appears in 1 contract
Sources: Backstop Purchase Agreement (Chaparral Energy, Inc.)
Put Option Premium. 5.1 In (a) The Company and the Commitment Parties hereby acknowledge that, in consideration for the Master TrustCompany’s agreement right and obligation to purchase exercise the Preferred Stock Put Option on behalf the Plan Effective Date with respect to the Backstop Commitments and the Direct Allocation Commitments, the Company shall be required to pay (i) to the Backstop Parties (or their designees), as set forth on Schedule 1, an aggregate amount equal to 10.0% of the SubTotal Offering Amount (collectively, the “Backstop Premium”) and (ii) to the Direct Allocation Parties, as set forth on Schedule 2, an aggregate amount equal to 10.0% of the Direct Allocation Amount (collectively, the “Direct Allocation Premium”) (together, with the Backstop Premium, the “Put Option Premium”), which shall be paid at the Closing in shares of Reorganized Common Equity calculated based on the Purchase Price. The Company shall be obligated to issue the Put Option Premium to each Commitment Party (or its designee) on the Plan Effective Date in accordance with instructions provided by each Commitment Party for such Commitment Party or its designee prior to the Plan Effective Date; provided, however, that if this Agreement is terminated, to the extent provided in Section 8(e), the Put Option Premium shall be required to be paid to the Commitment Parties (or their designees) in cash (instead of shares of Reorganized Common Equity) as set forth on Schedule 1 and Schedule 2. Notwithstanding the foregoing, (A) no Defaulting Commitment Party shall be entitled to receive any portion of the Put Option Premium, (B) subject to Section 1.5(c), any Non-Trust Defaulting Commitment Party that purchases or causes to be purchased Default Securities (or, with respect to any Cash-Out Funding, to fund to the Company to purchase) of a Defaulting Commitment Party shall be entitled to receive an additional portion of the Put Option Premium equal to the product of (x) the amount of the Put Option Premium that would be payable to such Defaulting Commitment Party pursuant to this Agreement, if such Defaulting Commitment Party had not committed a Funding Default, multiplied by (y) a fraction, the numerator of which is the amount of Default Securities of such Defaulting Commitment Party which such Non-Defaulting Commitment Party purchases or causes to be purchased (or, with respect to any Cash-Out Funding, to fund to the Company to purchase) and the denominator of which is the total amount of Default Securities constituting Default Securities of such Defaulting Commitment Party and (C) in the event a Substitute Purchaser purchases any Default Securities (or, with respect to any Cash-Out Funding, to fund to the Company to purchase) in accordance with the terms provisions of this AgreementSection 1.5(d), Ambac Assurance agrees such Substitute Purchaser shall be entitled to pay to the Master Trustreceive, on behalf of the Sub-Trust, in US dollars, on each Distribution Payment Dateas a premium, an amount equal to the product of (Ax) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount of the ABC Securities of the Sub-Trust outstanding at the time the Put Option Premium is calculated that would have been payable to the Defaulting Commitment Party if such Defaulting Commitment Party had not committed a Funding Default and (Cy) a fraction, the numerator of which will be is the number amount of calendar days in Default Securities of such Defaulting Commitment Party which such Substitute Purchaser purchases (or, with respect to any Cash-Out Funding, to fund to the respective Distribution Period, Company to purchase) and the denominator of which will be 360 days. The amount derived in accordance with such formula shall be known herein as is the “Put Option Premium.” If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face total amount of the ABC Default Securities constituting Default Securities of the respective Sub-Trust outstanding at the time the Delayed Put Option Premium is calculated such Defaulting Commitment Party.
(b) The Company hereby further acknowledges and (C) a fraction, the numerator of which will be the 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.”
5.2 The amount of agrees that the Put Option Premium (i) shall be calculated by the Trustee and delivered in writing (the “Put Option Premium Certificate”)fully earned, substantially in the form attached hereto but not payable, as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium Execution Date, (ii) shall not be calculated by the Trustee and delivered in writing (the “Delayed Put Option Premium Certificate”) to Ambac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and refundable under any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, circumstance or creditable against any anticipated fees other amount paid or to be paid in connection with this Agreement or incurred by the Trustee on behalf any of the Trust Contemplated Transactions or otherwise, (iii) shall be issued or paid without setoff or recoupment and shall not be subject to defense or offset on account of any claim, defense, or counterclaim, (iv) shall be issued or paid free and clear of and without deduction for any and all present or future applicable Taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto unless otherwise required by applicable Law (with appropriate gross-up for withholding Taxes, other than withholding Taxes resulting from the computation failure of a Commitment Party to provide applicable tax forms such as an IRS Form W-9 or the appropriate IRS Form W-8), (v) is intended to be treated for U.S. federal, state, and local income Tax purposes as a premium (and, as applicable, an adjustment to tax basis or adjustment to the proceeds received) for an option to exercise the Put Option Premium, or with respect to the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period Backstop Commitments and the Delayed Auction PeriodDirect Allocation Commitments and the Company and the other Company Entities shall not take any position or action inconsistent with such treatment and/or characterization, respectivelyexcept pursuant to a “determination” as defined in Section 1313 of the Code, (vi) is an integral part of the Contemplated Transactions and without this Section 1.7 the Commitment Parties would not have entered into the RSA or this Agreement, and (vii) shall constitute an allowed super-priority administrative claim against the Debtor’s estate under sections 503(b) and 507(a)(1) of the Bankruptcy Code (but expressly subordinated to the Carve-Out (as such term may be defined in the form attached hereto as Annex B.
5.3 If the Put Option Premium, Interim DIP Order or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paidFinal DIP Order)).
Appears in 1 contract
Put Option Premium. 5.1 In consideration for (a) On the Master Trust’s agreement to purchase Closing Date, the Preferred Stock on behalf of Borrower shall pay the Sub-Trust Backstop Lenders, in cash, ratably in accordance with the terms of this Agreementtheir backstop commitments, Ambac Assurance agrees to pay to the Master Trust, on behalf 3.0% of the Sub-Trust, in US dollars, on each Distribution Payment Date, an initial aggregate principal amount equal to the product of (A) the Auction Rate all Loans funded on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, Closing Date (B) the aggregate face amount of the 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 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.” If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay to ”) (it being understood that the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount, as determined by has been fully earned upon the Trustee, equal to the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount entry of the ABC Securities of 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 respective Sub-Trust outstanding at the time the Delayed Put Option Premium which would have been allocated to any such Backstop Lender that is calculated and a Defaulting Lender 1 Schedule will be 1.316 times such Backstop Lender’s commitment under the Commitment Letter
(Cb) a fractionOn the Closing Date, the numerator of which will be Borrower shall pay the number of calendar days in the respective Delayed Auction PeriodBackstop Lenders, and the denominator of which will be 360 days. The amount derived ratably in accordance with such formula shall be known herein as their backstop commitments under the Commitment Letter, 1.04% of the initial aggregate principal amount of all Loans funded on the Closing Date (the “Delayed Extension Put Option Premium.”
5.2 The amount ); provided that (i) 24% of the Extension Put Option Premium shall be calculated by added to the Trustee and delivered in writing (the “Put Option Premium Certificate”), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The principal amount of the Delayed Loans and (ii) 76% of the Extension Put Option Premium shall be calculated by paid, in cash, to the Trustee and delivered in writing (Backstop Lenders; provided, further, that no such amount shall be paid to any Backstop Lender that is a Defaulting Lender; provided, further, that the “Delayed Extension Put Option Premium Certificate”) which would have been allocated to Ambac Assurance prior any such Backstop Lender that is a Defaulting Lender shall be reallocated to 5:00 p.m. the other Backstop Lenders based on the Delayed Auction Dateamount of the Unfunded Amount provided by such Backstop Lenders. The For the avoidance of doubt, the Extension Put Option Premium Certificate, shall amend and any Delayed supersede the Extension Put Option Premium Certificate, also shall set forth the eligible assets held approved by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf order of the Trust and the computation of the Put Option PremiumBankruptcy Court entered on May 12, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid2015 Docket No. 1807.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (GT Advanced Technologies Inc.)
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, Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars, on each Distribution Payment Date, an amount equal to the product of (A) the Auction Rate on the ABC Securities for the respective Distribution Period less the Distribution Rate for such Distribution Period, (B) the aggregate face amount of the 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 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.” " If there is a Default during any Distribution Period, then Ambac Assurance agrees to pay to the Master Trust, on behalf of the Sub-Trust, in US dollars on each Distribution Payment Date following receipt of the Delayed Put Option Premium Certificate an amount, as determined by the Trustee, equal to the product of (A) the Delayed Auction Rate on the ABC Securities for the Delayed Auction Period less the Delayed Distribution Rate for such Distribution Period, (B) the aggregate face amount of the 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 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.”"
5.2 The amount of the Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Put Option Premium Certificate”"), substantially in the form attached hereto as Annex B, to Ambac Assurance prior to 5:00 p.m. on each Auction Date. The amount of the Delayed Put Option Premium shall be calculated by the Trustee and delivered in writing (the “"Delayed Put Option Premium Certificate”") to Ambac Arnbac Assurance prior to 5:00 p.m. on the Delayed Auction Date. The Put Option Premium Certificate, and any Delayed Put Option Premium Certificate, also shall set forth the eligible assets held by the Sub-Trust, the anticipated yield earned on each such asset, any anticipated fees to be paid or incurred by the Trustee on behalf of the Trust and the computation of the Put Option Premium, or the Delayed Put Option Premium, as the case may be, in each case for the respective Distribution Period and the Delayed Auction Period, respectively, and shall be in the form attached hereto as Annex B.
5.3 If the Put Option Premium, or the Delayed Put Option Premium, if any, is not paid on the date on which it is due, interest shall accrue thereon at a rate equal to the maximum rate then in effect, during the five (5) day cure period set forth in Section 2.2(b) hereof until such Put Option Premium, or Delayed Put Option Premium, is paid.
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