PUT OPTION AGREEMENT
AMBAC ASSURANCE CORPORATION
ANCHORAGE FINANCE MASTER TRUST,
ON BEHALF OF ITS SERIES
ANCHORAGE FINANCE SUB-TRUST I
Dated as of May 23, 2002
This Put Option Agreement, dated as of May 23, 2002 (the “ Agreement ”), is by and between Ambac Assurance
Corporation, a Wisconsin corporation (“ Ambac Assurance ”) and Anchorage Finance Master Trust (the “ Master Trust ”), a
Delaware business trust, on behalf of its series, Anchorage Finance Sub-Trust I (the “ Sub-Trust ”).
WHEREAS, Ambac Assurance is authorized to issue 4,000 shares of non-cumulative, perpetual preferred stock designated
“Auction Market Preferred Shares,” which shares shall not be registered with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on or before the Put Option Payment Date (defined below) (the “ Preferred Stock ”);
WHEREAS, Ambac Assurance and the Master Trust, on behalf of the Sub-Trust, desire to enter into a binding agreement
pursuant to which Ambac Assurance will have the right to sell, at its option, the Preferred Stock to the Master Trust, on behalf
of the Sub-Trust, and the Master Trust, on behalf of the Sub-Trust, will have an obligation to purchase the Preferred Stock
upon Ambac Assurance’s exercise of its option and upon the other terms and conditions agreed upon by the parties.
NOW THEREFORE, the parties hereto agree as follows:
1.1 The words “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer to this Agreement as
a whole and not to any particular section, clause or other subdivision, and references to “ Sections ” refer to Sections of this
Agreement except as otherwise expressly provided.
1.2 In this Agreement:
“ABC Securities” has the meaning set forth in the Declaration.
“Agreement” has the meaning set forth above in