THIS PUT AGREEMENT (the "Agreement") is entered into as of the ___ day of

_______, 2000, by and among KAISER GOVERNMENT PROGRAMS, INC., a Delaware

corporation ("KGP"), KAISER GROUP HOLDINGS, INC., a Delaware corporation (the

"Company"), Kaiser K-H Holdings, Inc., a Delaware corporation ("K-H Holdings"),

and The Bank of New York (the "Depositary"), as agent on behalf those holders of

Senior Notes (as hereinafter defined) who have elected to exchange their rights

under the Guarantee (as hereinafter defined) for the Put (as hereinafter

defined) pursuant to the Exchange Offer (as hereinafter defined) and their

successors and assigns.



                                    RECITALS



     WHEREAS, KGP previously issued a guarantee (the "Guarantee") of the 12.0%

Senior Subordinated Notes due 2003 (the "Senior Notes") of Kaiser Group

International, Inc., a Delaware corporation ("Kaiser International"); and



     WHEREAS, on September 1, 2000, KGP commenced an exchange offer pursuant to

Section 3(a)(9) of the Securities Act of 1933 (the "Exchange Offer") whereby

holders of Senior Notes could exchange their rights under the Guarantee for

options (the "Puts") to sell to KGP, on the terms and subject to the conditions

set forth herein, shares of Preferred Stock (as hereinafter defined) issued to

them under the Plan (as hereinafter defined) in partial satisfaction of Kaiser

International's obligations under the Senior Notes; and



     WHEREAS, certain holders of Senior Notes have elected to exchange their

rights under the Guarantee for the Puts pursuant to the Exchange Offer.





                                    ARTICLE I



                                   DEFINITIONS



Section 1.01 Certain Definitions



             As used in this Agreement, the following terms shall have the

following respective meanings:



             "Affiliate" of any person means any person directly or indirectly

controlling or controlled by or under direct or indirect common control with

such person. For purposes of this definition, "control", when used with respect

to any person, means the power to direct the management and policies of such

person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise, and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.



             "Certificate(s)" means the certificates in the form of Exhibit A

                                                                    ------- -

hereto representing the Puts.



                                       1





             "Company" means Kaiser Group Holdings, Inc., a Delaware

corporation, and its successors and assigns.



             "Depositary" means, with respect to the Puts, The Bank of New York

(including its successors and assigns), which shall act as paying agent with

respect to exercise of the Puts.



             "Excess Proceeds" means the net after-tax proceeds received by KGP

from (i) any cash distributions from Kaiser-Hill through K-H Holdings, that, on

a quarterly basis, exceed 2.8 times the amount of cash required to pay (a) all

past accrued but unpaid cash dividends on the Preferred Stock, plus (b) the next

scheduled quarterly cash dividend on the Preferred Stock, (ii) the disposition

of any interest in Kaiser-Hill either by means of a disposition by KGP of shares

of K-H Holdings or a disposition by K-H Holdings of all or part of its interest

in Kaiser-Hill, (iii) any extraordinary distribution from Kaiser-Hill through

K-H Holdings, as reasonably determined by the Board of Directors of the Company,

and (iv) any interest paid on Excess Proceeds held by the Depositary. Any and

all Excess Proceeds distributed to KGP by the Depositary pursuant to Section

3.04(d) shall become operating capital of KGP and shall not be subject to any

limitation on use or disposition under this Agreement or the Puts. For purposes

of this definition, "net after-tax proceeds" means the aggregate proceeds

received by KGP as a result of any of the transactions described in clauses (i),

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC