Common use of MANDATORY PUTS Clause in Contracts

MANDATORY PUTS. (a) Each Non-Manager Member may, at such Non-Manager Member's option, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the LLC Points held by such Non-Manager Member in the LLC (a "Put"). (b) Each Non-Manager Member (other than Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or their Related Non-Manager Members and their respective Permitted Transferees) may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase up to ten percent (10%) of the Initial LLC Points of such Non-Manager Member from such Non-Manager Member (and/or any Permitted Transferee of such Non-Manager Member), on the last business day in September (each a "Purchase Date") (but only up to an aggregate of fifty (50%) of such Non-Manager Member's Initial LLC Points) starting with the last business day in September, 2002 and ending with the last business day in September, 2012. (c) Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ (and each of his Related Non-Management Members) and any of their respective Permitted Transferees may cause AMG to purchase from them collectively twenty-five percent (25%) of the Initial LLC Points of Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ (and his Related Non- ▇▇ ▇▇ ▇▇▇agement Members), on the Purchase Date occurring on the last business day in September, 2001 or any Purchase Date thereafter. Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and each of his Related Non-Management Members) and any of their respective Permitted Transferees may cause AMG to purchase from them collectively twenty percent (20%) of the Initial LLC Points of Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (and his Related Non-Manager Members), on the Purchase Date occurring on the last business day in September, 2002 or any Purchase Date thereafter. (d) If a Non-Manager Member desires to exercise its rights under Section 7.1(b) or 7.1(c) above, it and its Employee Stockholder shall give the Manager Member, AMG, each other Employee Stockholder and the LLC irrevocable written notice (a "Put Notice") on or prior to the preceding May 31 (the "Notice Deadline"), stating that it is electing to exercise such rights and the number of LLC Points (the "Put LLC Points") to be sold in the Put. Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be completed as follows: AMG shall purchase from each Non-Manager Member (and his (or its) Related Non-Manager Members) and their respective Permitted Transferees that number of Put LLC Points as is equal to the number of Put LLC Points designated in the Put Notice, up to the maximum number permitted by Section 7.1(b) or Section 7.1(c) above with respect to that year and the aggregate number of Initial LLC Points that may be Put by the Non-Manager Member (and his (or its) Related Non-Manager Members) and their respective Permitted Transferees. (e) The purchase price for a Put (the "Put Price") shall be an amount equal to (i) six (6) times (x) fifty percent (50%) of the LLC's Free Cash Flow for the twenty-four (24) months ending on June 30 prior to the date of the closing of such Put minus (y) fifty percent (50%) of the amount by which the actual expenses of the LLC exceeded the Operating Cash Flow of the LLC (including previously reserved Operating Cash Flow) during the twenty-four (24) months ending on June 30 prior to the date of the closing of such Put (in each case determined by reference to the most recent audited financial statements supplied to the Manager Member pursuant to Section 9.3) multiplied by (ii) a fraction, the numerator of which is the number of LLC Points to be purchased from such Non-Manager Member on the Purchase Date and the denominator of which is the number of LLC Points outstanding on the Purchase Date before giving effect to any Puts or any issuances or redemptions of LLC Points on such date minus (iii) in the case of a Put including Initial LLC Points, (A) the sum of the Remaining Minnesota Carryover Amount and the Remaining Minnesota Cumulative Debits, multiplied by (B) a fraction, the numerator of which is the number of Initial LLC Points being purchased in the Put, and the denominator of which is the number of Initial LLC Points outstanding on the date of the closing of the Put (before giving effect to any issuance or redemption of LLC Points on such date). (f) In the case of any Put pursuant to the provisions of Section 7.1(b) hereof, the Put Price shall be paid by AMG (or, if AMG shall have assigned its obligation to the Manager Member or the LLC pursuant to paragraph (h) below, the Manager Member or the LLC) (or their respective assigns) on the relevant Purchase Date by certified check issued to such Non-Manager Member, in each case, against delivery of such documents or instruments of transfer as may reasonably be requested by AMG, the Manager Member or the LLC, as applicable, and in each case including representations that the transferring Non-Manager Member is the record and beneficial owner of the LLC Interests being Put, free and clear of any Encumbrances other than 51 56 those imposed by this Agreement. In the case of any Put pursuant to the provisions of Section 7.1(c) hereof: (i) if AMG has, at that time, not completed a registration of shares of its common stock for sale under the Securities Act (other than a registration on Form S-8 (or its then equivalent form) or a registration affected solely to implement an employee benefit plan, a transaction under Rule 145 or to which any other similar rule of the SEC under the Securities Act is applicable or registration on a form not available for registering securities for sale to the public) (a "Public Offering"), then the Put Price shall be paid by AMG (or, if AMG shall have assigned its obligations to the Manager Member or the LLC pursuant to paragraph (h) below, the Manager Member or the LLC) (or their respective assigns) on the relevant Purchase Date by certified check issued to such Non-Manager Member, or (ii) if AMG has, at that time, completed a Public Offering, then the Put Price shall be paid by AMG on the relevant Purchase Date by issuing to such Non-Manager Member, that number of shares of AMG Stock (as such term is defined in Section 7.2(a) hereof) as is equal to the Put Price divided by AMG's Average Stock Price (as such term is defined in Section 7.2(c) hereof) on the relevant Purchase Date. (g) Notwithstanding any other provision of this Section 7.1 to the contrary, no purchase by AMG pursuant to this Section 7.1 (or, upon assignment of any of AMG's obligations to the Management Member or the LLC pursuant to paragraph (h) hereof, purchase by the Manager Member or redemption by the LLC) shall occur if it would result in the Manager Member and AMG (taken together) owning, directly or indirectly, in excess of eighty percent (80%) of the LLC Points outstanding after giving effect to any such sale or redemption. If some, but not all, of the LLC Points which Non-Manager Members have requested be purchased can be so purchased without the Manager Member's and AMG's (taken together) ownership, directly or indirectly, exceeding eighty percent (80%) of the outstanding LLC Points, then AMG or the Manager Member shall purchase, or shall assign their obligations to the LLC, and the LLC shall redeem, LLC Points from the Non-Manager Members having Put LLC Interests in proportion to the LLC Points then held by such Non-Manager Members up to the maximum extent that would not cause the Manager Member and AMG (taken together) to own, directly or indirectly, in excess of eighty percent (80%) of the outstanding LLC Points (in each case, subject to the maximum amount set forth in Sections 7.1(b), 7.1(c) and 7.1(d) hereof). (h) AMG may assign and/or delegate any or all of its rights and obligations to purchase LLC Points under this Section 7.1, in one or more instances, to the Manger Member; provided that no such assignment or delegation shall relieve AMG of its obligation to make the payment for a Put as required by this Section 7.1 (or the method of payment (i.e., AMG Stock) to be used). The Manager Member may, only with a Majority Vote, assign any or all of its rights and obligations to purchase LLC Points under this Section 7.1, in one or more instances, to the LLC. (i) As of any Purchase Date, the Non-Manager Member shall cease to hold the LLC Points purchased on the Purchase Date, and shall cease to hold a pro-rata portion of such Non-Manager Member's Capital Account and shall no longer have any rights with respect to such portion of its LLC Interests.

MANDATORY PUTS. (a) Each Non-Manager Member may, at such Non-Manager Member's option, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the LLC Points held by such Non-Manager Member in the LLC (a "Put"). (b) Each Non-Manager Member (other than Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or their Related Non-Manager Members and their respective Permitted Transferees) may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase up to ten percent (10%) of the Initial LLC Points of such Non-Manager Member from such Non-Manager Member (and/or any Permitted Transferee of such Non-Manager Member), on the last business day in September (each a "Purchase Date") (but only up to an aggregate of fifty (50%) of such Non-Manager Member's Initial LLC Points) starting with the last business day in September, 2002 and ending with the last business day in September, 2012. (c) Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ (and each of his Related Non-Management Members) and any of their respective Permitted Transferees may cause AMG to purchase from them collectively twenty-five percent (25%) of the Initial LLC Points of Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ (and his Related Non- ▇▇ ▇▇ ▇▇▇agement Non-Management Members), on the Purchase Date occurring on the last business day in September, 2001 or any Purchase Date thereafter. Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and each of his Related Non-Management Members) and any of their respective Permitted Transferees may cause AMG to purchase from them collectively twenty percent (20%) of the Initial LLC Points of Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (and his Related Non-Manager Members), on the Purchase Date occurring on the last business day in September, 2002 or any Purchase Date thereafter. (d) If a Non-Manager Member desires to exercise its rights under Section 7.1(b) or 7.1(c) above, it and its Employee Stockholder shall give the Manager Member, AMG, each other Employee Stockholder and the LLC irrevocable written notice (a "Put Notice") on or prior to the preceding May 31 (the "Notice Deadline"), stating that it is electing to exercise such rights and the number of LLC Points (the "Put LLC Points") to be sold in the Put. Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be completed as follows: AMG shall purchase from each Non-Manager Member (and his (or its) Related Non-Manager Members) and their respective Permitted Transferees that number of Put LLC Points as is equal to the number of Put LLC Points designated in the Put Notice, up to the maximum number permitted by Section 7.1(b) or Section 7.1(c) above with respect to that year and the aggregate number of Initial LLC Points that may be Put by the Non-Manager Member (and his (or its) Related Non-Manager Members) and their respective Permitted Transferees. (e) The purchase price for a Put (the "Put Price") shall be an amount equal to (i) six (6) times (x) fifty percent (50%) *** [The remainder of the LLC's Free Cash Flow for the twenty-four (24) months ending on June 30 prior this subsection has been omitted pursuant to the date of the closing of such Put minus (y) fifty percent (50%) of the amount by which the actual expenses of the LLC exceeded the Operating Cash Flow of the LLC (including previously reserved Operating Cash Flow) during the twenty-four (24) months ending on June 30 prior to the date of the closing of such Put (in each case determined by reference to the most recent audited financial statements supplied to the Manager Member pursuant to Section 9.3) multiplied by (ii) a fraction, the numerator of which is the number of LLC Points to be purchased from such Non-Manager Member confidential treatment request referenced on the Purchase Date and cover page hereto. The omitted portion has been filed separately with the denominator of which is the number of LLC Points outstanding on the Purchase Date before giving effect to any Puts or any issuances or redemptions of LLC Points on such date minus (iii) in the case of a Put including Initial LLC Points, (A) the sum of the Remaining Minnesota Carryover Amount and the Remaining Minnesota Cumulative Debits, multiplied by (B) a fraction, the numerator of which is the number of Initial LLC Points being purchased in the Put, and the denominator of which is the number of Initial LLC Points outstanding on the date of the closing of the Put (before giving effect to any issuance or redemption of LLC Points on such date)Commission.] *** (f) In the case of any Put pursuant to the provisions of Section 7.1(b) hereof, the Put Price shall be paid by AMG (or, if AMG shall have assigned its obligation to the Manager Member or the LLC pursuant to paragraph (h) below, the Manager Member or the LLC) (or their respective assigns) on the relevant Purchase Date by certified check issued to such Non-Manager Member, in each case, against delivery of such documents or instruments of transfer as may reasonably be requested by AMG, the Manager Member or the LLC, as applicable, and in each case including representations that the transferring Non-Manager Member is the record and beneficial owner of the LLC Interests being Put, free and clear of any Encumbrances other than 51 56 those imposed by this Agreement. In the case of any Put pursuant to the provisions of Section 7.1(c) hereof: (i) if AMG has, at that time, not completed a registration of shares of its common stock for sale under the Securities Act (other than a registration on Form S-8 (or its then equivalent form) or a registration affected solely to implement an employee benefit plan, a transaction under Rule 145 or to which any other similar rule of the SEC under the Securities Act is applicable or registration on a form not available for registering securities for sale to the public) (a "Public Offering"), then the Put Price shall be paid by AMG (or, if AMG shall have assigned its obligations to the Manager Member or the LLC pursuant to paragraph (h) below, the Manager Member or the LLC) (or their respective assigns) on the relevant Purchase Date by certified check issued to such Non-Manager Member, or (ii) if AMG has, at that time, completed a Public Offering, then the Put Price shall be paid by AMG on the relevant Purchase Date by issuing to such Non-Manager Member, that number of shares of AMG Stock (as such term is defined in Section 7.2(a) hereof) as is equal to the Put Price divided by AMG's Average Stock Price (as such term is defined in Section 7.2(c) hereof) on the relevant Purchase Date. (g) Notwithstanding any other provision of this Section 7.1 to the contrary, no purchase by AMG pursuant to this Section 7.1 (or, upon assignment of any of AMG's obligations to the Management Member or the LLC pursuant to paragraph (h) hereof, purchase by the Manager Member or redemption by the LLC) shall occur if it would result in the Manager Member and AMG (taken together) owning, directly or indirectly, in excess of eighty percent (80%) of the LLC Points outstanding after giving effect to any such sale or redemption. If some, but not all, of the LLC Points which Non-Manager Members have requested be purchased can be so purchased without the Manager Member's and AMG's (taken together) ownership, directly or indirectly, exceeding eighty percent (80%) of the outstanding LLC Points, then AMG or the Manager Member shall purchase, or shall assign their obligations to the LLC, and the LLC shall redeem, LLC Points from the Non-Manager Members having Put LLC Interests in proportion to the LLC Points then held by such Non-Manager Members up to the maximum extent that would not cause the Manager Member and AMG (taken together) to own, directly or indirectly, in excess of eighty percent (80%) of the outstanding LLC Points (in each case, subject to the maximum amount set forth in Sections 7.1(b), 7.1(c) and 7.1(d) hereof). (h) AMG may assign and/or delegate any or all of its rights and obligations to purchase LLC Points under this Section 7.1, in one or more instances, to the Manger Member; provided that no such assignment or delegation shall relieve AMG of its obligation to make the payment for a Put as required by this Section 7.1 (or the method of payment (i.e., AMG Stock) to be used). The Manager Member may, only with a Majority Vote, assign any or all of its rights 48 52 and obligations to purchase LLC Points under this Section 7.1, in one or more instances, to the LLC. (i) As of any Purchase Date, the Non-Manager Member shall cease to hold the LLC Points purchased on the Purchase Date, and shall cease to hold a pro-rata portion of such Non-Manager Member's Capital Account and shall no longer have any rights with respect to such portion of its LLC Interests.