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"Issuer" means the issuer of the Interests. "Minimum Amount" means the least of (i) Interests for which the Purchase Price under this Agreement is at least 550,000,000, (ii) Interests representing at least 50% of the equity represented by all Interests issued to the Holder pursuant to the Purchase and Contribution Agreement, or (iii) all Interests that are subject to the Holder a Put Option under this Agreement. 2. Put Option. Allen hereby grants to the Holder the right and option (the "Put Option'), exercisable from the date hereof through and including the date of termination of the Put Option under Section 7 by written notice delivered to Allen, to sell to Allen or his designee, from time to time, on one or more occasions, all or my portion of the Holder's Interests that represents at least the Minimum Amount. Upon the giving of such notice, Allen shall be obligated to buy or to cause his designee to buy and, subject to Section 5.4, the Holder shall be obligated to sell, the amount of the Holder's Interests specified in the Holder's notice pursuant to this Section 2, at the price and upon the terms and conditions specified in Section 3. 3.1 The pur_hase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to S_ per unit of limited liability company interests in Charter LLC t represented by the Interests to be purchased and said (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded aunually, for the period from the date of the closing under the Purchase and Contribution Agreement through the closing of the purchase and sale of the Interests hereunder (the "Closing'). 3.2 At each Closing, (a) Allen or his designee shall pay to the Holder the Purchase Price in immediately available funds by wire transfer or entified bank check; and (b) the Holder shall deliver to Allen or his designee one or more certificates evidencing the Interests to be purchased and sold at such Closing (if such Interests we certificated securities), together with duly executed assignments separate from certificate in forth and substance sufficient to effectuate the transfer of such Interests to Allen or his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaRuming the representations in Section 4; provided, however, that the Holder shall not be required to take any actions or deliver any documents to satlsfV env restrictions imposed by the 15rner nn the „mEL—r of!IA In(..rc-= 3.3 Each Closing shall be held at the offices of bell & Manella in Los Angeles, California, on the tenth business day after the Holder delivers the written notice described above, or at such other time and place as the Holder and Allen may agree. The Holder and Allen will cooperate so as to pemnt all documents required to be delivered at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing. t The amount per unit will be inserted upon execution and will equal the Equity Value (as defined in the Purchase and Contribution Agreement) divided by the total number of units issued to Falcon Holding Group, L.P. at the closing under the Purchase and Contribution Agreement. ocueor.tuussa -2- ..,