EX-4.2






Exhibit
4.2




EXECUTION COPY




INVESTOR RIGHTS AGREEMENT




          THIS
INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of
June 1, 2007, by and among US Power Generating Company, a Delaware corporation
(the “Company”), New Astoria Generating Company Holdings, LLC, a
Delaware limited liability company (“New Astoria”), the Persons
identified as “New Astoria Members” on Schedule A hereto as of the date of this
Agreement (the “New Astoria Members”), the Persons identified as “EBG
Investors” on Schedule B hereto as of the date of this Agreement (the “EBG
Investors”), and each other Person who becomes a party to this Agreement
after the date hereof pursuant to Section 12(e) or 12(f).
Certain capitalized terms used herein are defined in Section 11.




          Pursuant to that certain Agreement and Plan of Merger, dated as of
February 28, 2007 (as amended, modified, waived and/or supplemented from time
to time, the “Merger Agreement”), by and among the Company, EBG
Holdings LLC, EBG Merger LLC, Astoria Generating Company Holdings, LLC and
Astoria Merger LLC, through certain mergers, EBG Holdings LLC and Astoria
Generating Company Holdings, LLC were contributed to the Company and, after
giving effect to the transactions contemplated by the Merger Agreement to occur
on the Closing Date, (i) New Astoria will own all of the shares of Class B
Common outstanding as of the Closing Date and (ii) the EBG Investors will,
together with certain other holders of EBG equity securities not party hereto,
own all of the shares of Class A Common outstanding as of the Closing Date.




          The parties hereto, intending to be legally bound, hereby agree as follows:




          1. Demand Registrations.




          (a) Requests for Registration. In the event that an underwriting
agreement with respect to a registered public offering of Class A Common under
the Securities Act of 1933, as amended (the “Securities Act”), in which
the aggregate gross proceeds to the Company and/or its stockholders from such
offering is greater than or equal to $300,000,000, has not been executed by the
Company on or prior to the Trigger Date, the New Astoria Majority Holders or
the holders of a majority of the EBG Investor Registrable Securities may
request registration of all or any portion of their Registrable Securities on
Form S-l or any similar long-form registration (“Long-Form
Registration”). At any time after the Company has completed the IPO, the
New Astoria Majority Holders or the holders of 25% of the EBG Investor
Registrable Securities may request (x) Long-Form Registrations and (y)
registration under the Securities Act of all or any portion of their
Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under
the Securities Act) or any similar short-form registration (“Short-Form
Registrations”) if available. All registrations requested pursuant to this
Section 1(a) are referred to herein as “Demand Registrations”.
Each request for a Demand Registration shall specify the approximate number of
Registrable Securities requested to be registered and the anticipated per share
price range for such offering. Within 10 days after receipt of any such
request, the Company shall give written notice of such requested registration
to all other holders of Registrable Securities and, subject to Section
1(d), shall include in such registration (and in all related registrations
and qualifications under state blue sky laws or in compliance with other
registration requirements and in any related underwriting) all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company’s notice. For
purposes hereof, the term “Trigger Date” shall mean November 30, 2007,
as extended by the cumulative number of days during which any Event(s) of Force
Majeure were in effect (e.g., if (x) an Event of Force Majeure occurred on
September 30, 2007 and lasted for a period of twenty (20) days and (y) an Event
of Force Majeure occurred on November 10,




 









 




2007 and lasted for a period often (10) days, then the “Trigger Date” would
automatically be extended by thirty (30) days to December 30, 2007).




          (b) Long-Form Registrations. Each of the New Astoria Majority
Holders and the holders of 25% of the EBG Investor Registrable Securities shall
be entitled to request three (3) Long-Form Registrations; provided that
the aggregate offering value of the Registrable Securities requested to be
registered in any Long-Form Registration must equal at least $300,000,000 if
the registration is the IPO and at least $150,000,000 in all other Long-Form
Registrations; provided further that the request of holders of a
majority of the EBG Investor Registrable Securities shall be required to
request an IPO. Other than in the case of the IPO, which shall be an
underwritten registration, the holders of a majority of the Registrable
Securities initiating a Long-Form Registration shall determine if such
registration will be an underwritten registration. The Company shall pay all
Registration Expenses in connection with any registration initiated as a
Long-Form Registration, whether or not it becomes effective. A registration
shall not count as one of the permitted Long-Form Registrations if (i) the
requesting holder of Registrable Securities determines in good faith to
withdraw (prior to the effective date of the registration statement relating to
such request) the proposed registration due to marketing or regulatory reasons,
(ii) the registration statement relating to such request is not declared
effective within 180 days after the date such registration statement is first
filed with the Securities and Exchange Commission (other than solely by reason
of the requesting holder having refused to proceed) and such requesting holder
withdraws its Registration Request prior to such registration statement being
declared effective, (iii) prior to the sale of at least 90% of the Registrable
Securities included in the applicable registration relating to such request,
such registration is adversely affected by any stop order, injunction or other
order or requirement of the Securities and Exchange Commission or other
governmental agency or court for any reason and the Company fails to have such
stop order, injunction or other order or requirement removed, withdrawn or
resolved to the requesting holder’s reasonable satisfaction within 30 days
after the date of such order, or (iv) the conditions to closing specified in
the underwriting agreement or purchase agreement entered into in connection
with the registration relating to such request are not satisfied (other than as
a result of a material default or breach thereunder by any of the requesting
holders).




          (c) Short-Form Registrations. In addition to the Long-Form
Registrations provided pursuant to Section (b), each of the New Astoria
Majority Holders and the holders of 25% of the EBG Investor Registrable
Securities shall be entitled to request an unlimited number of Short-Form
Registrations in which the Company shall pay all Registration Expenses. The
holders of a majority of the Registrable Securities initiating a Short-Form
Registration shall determine if such registration will be an underwritten
registration. Notwithstanding anything contained herein to the contrary, Demand
Registrations shall be Short-Form Registrations whenever the Company is
permitted to use any applicable short form, provided
however, if any
Demand Registration is proposed to be a Short-Form Registration and an
underwritten offering, if the managing underwriter shall advise the Company
that, in its opinion, it is of material importance to the success of such
proposed offering to file a registration statement on Form S-l (or any
successor or similar registration statement) or to include in such registration
statement information not required to be included in a Short-Form Registration,
then the Company will file a registration statement on Form S-l (so long as the
aggregate offering value of the Registrable Securities requested to be
registered in any such Demand Registration is equal to or exceeds $150,000,000)
or supplement the Short-Form Registration as reasonably requested by such
managing underwriter (it being understood and agreed that any such registration
shall not count as a “Long-Form Registration” for purposes of calculating how
many “Long-Form Registrations” a holder has initiated pursuant to Section
(b) hereof). After the Company has become subject to the reporting
requirement of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Company shall use its reasonable best efforts to
make Short-Form Registrations on Form S-3 available for the sale of Registrable
Securities.




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          (d) Priority on Demand Registrations. The Company shall not include
in any Demand Registration any securities which are not Registrable Securities
without the prior written consent of the holders of at least 75% of the
Registrable Securities included in such registration. If a Demand Registration
is an underwritten offering and the managing underwriters advise the Company in
writing (with a copy to each party hereto requesting registration of Registrable
Securities) that in their opinion the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which
can be sold in an orderly manner in such offering without adversely affecting
the marketability of the offering (including the price range acceptable to the
holders of a majority of the Registrable Securities initially requesting
registration), the Company will include in such registration (i) first, the
number of Registrable Securities requested to be included in such registration
which in the opinion of such underwriters can be sold without adversely
affecting the marketability of the offering (including the acceptable price
range), pro rata among the respective holders thereof on the basis of the number
of Registrable Securities owned by each such holder and (ii) second, other
securities requested to be included in such Demand Registration, pro rata among
the holders of such securities on the basis of the number of such securities
owned by each such holder. Any Persons other than holders of Registrable
Securities who participate in Demand Registrations which are not at the
Company’s expense must pay their share of the Registration Expenses as provided
in Section 5 hereof. Notwithstanding anything in this Section
1(d) to the contrary, in the event that the IPO is a Demand Registration,
EBG Investor Registrable Securities shall be included in such Demand
Registration prior to the inclusion of any other Registrable Securities until
the aggregate gross proceeds (i.e., before underwriters’ discounts or
commissions) to the holders of EBG Investor Registrable Securities from sales
pursuant to such Demand Registration equal $300,000,000 and thereafter the
priority among holders of Registrable Securities in such IPO shall be determined
in accordance with this Section 1(d); provided that in the event
the IPO is a Demand Registration made on or after a date that is 24 months after
the Trigger Date, Registrable Securities shall be included in such Demand
Registration in accordance with this Section 1(d) without regard to this
sentence.




          (e) Restrictions on Demand Registrations. The Company shall not be
obligated to effect any Demand Registration within 180 days after the effective
date of a previous Demand Registration in the case of a Long-Form Registration
and 90 days after the effective date of a previous Demand Registration in the
case of a Short-Form Registration. The Company may postpone for up to 60 days
(which period may be extended by the Company for an additional 60 days with the
consent of the holders of a majority of the Registrable Securities to be
included in such Demand Registration, such consent not to be unreasonably
withheld) the filing or the effectiveness of a registration statement for a
Demand Registration if the Company’s Board determines in its reasonable good
faith judgment that such Demand Registration would reasonably be expected to
have a material adverse effect on any proposal or plan by the Company or any of
its Subsidiaries to engage in any acquisition of assets or stock (other than in
the ordinary course of business) or any merger, consolidation, tender offer,
recapitalization, reorganization or similar transaction or require the Company
to disclose any material nonpublic information which would reasonably be likely
to be detrimental to the Company and its Subsidiaries; provided that in
such event, the holders of Registrable Securities initially requesting such
Demand Registration shall be entitled to withdraw such request and, if such
request is withdrawn, such Demand Registration shall not count as one of the
permitted Demand Registrations hereunder and the Company shall pay all
Registration Expenses in connection with such registration. The Company may
delay a Demand Registration hereunder for a maximum of 120 days in any
twelve-month period.




          (f) Selection of Underwriters. The IPO Committee will have the
right to select the investment banker(s) and manager(s) to administer the IPO.
With respect to all other Demand Registrations that are underwritten
registrations, the holders of a majority of the Registrable Securities included
in any Demand Registration and the Company shall jointly select the investment
banker(s) and manager(s) to administer the offering; provided that if
such Persons are unable to agree on the investment





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banker(s) and manager(s) to administer the offering, then each shall select one
underwriter from the following list to jointly-bookrun the offering: Bank of
America, Bear Stearns, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs,
J.P. Morgan, Lehman Brothers, Merrill Lynch and Morgan Stanley.




          2. Piggyback Registrations.




          (a) Right to Piggyback. Whenever the Company proposes to register
any of its equity securities (including any proposed registration of the
Company’s securities by any third party) under the Securities Act (other than
(i) pursuant to a Demand Registration, which is governed by
Section 1,
or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or
similar forms, but including the IPO), whether or not for sale for its own
account, and the registration form to be used may be used for the registration
of Registrable Securities (a “Piggyback Registration”), the Company
shall give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration (which notice shall be given at least 30
days prior to the date the applicable registration statement is to be filed)
and, subject to Sections 2(c), 2(d) and
2(e), shall
include in such registration all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within 15 days
after the receipt of the Company’s notice. Any holder of Registrable Securities
that has made such a written request may withdraw its Registrable Securities
from such Piggyback Registration by giving written notice to the Company and the
managing underwriter, if any, on or before the 30th day prior to the planned
effective date of such Piggyback Registration.




          (b) Piggyback Expenses. Subject to the qualifications set forth in
Section 5(b), the Registration Expenses of the holders of Registrable
Securities shall be paid by the Company in all Piggyback Registrations.




          (c) Priority on Primary Registrations. If a Piggyback Registration
is an underwritten primary registration on behalf of the Company, and the
managing underwriters advise the Company in writing (with a copy to each party
hereto requesting registration of Registrable Securities) that in their opinion
the number of securities requested to be included in such registration exceeds
the number which can be sold in an orderly manner in such offering without
adversely affecting the marketability of such offering (including the price
range acceptable to the Company), the Company shall include in such registration
(i) first, the securities the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the amount of
such securities owned by each such holder, and (iii) third, the other securities
requested to be included in such registration pro rata among the holders of such
securities on the basis of the amount of such securities owned by each such
holder.




          (d) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company’s securities other than the holders of Registrable Securities (a
“Secondary Registration”), and the managing underwriters advise the
Company in writing (with a copy to each party hereto requesting registration of
Registrable Securities) that in then-opinion the number of securities requested
to be included in such registration exceeds the number which can be sold without
adversely affecting the marketability of the offering, the Company shall include
in such registration (i) first, except to the extent otherwise previously agreed
to by holders of a majority of the Registrable Securities, the securities
requested to be included therein by the holders requesting such registration,
together with the Registrable Securities requested to be included in such
registration, pro rata among the holders of such securities and Registrable
Securities on the basis of the amount of such securities owned by each such
holder, and (ii) second, other securities requested to be included in such
registration pro rata among the holders of such securities on the basis of the
amount of such securities owned by each such holder.




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          (e) Special Rule Related to IPO. Notwithstanding Section
2(c) and Section 2(d), the Company shall target the IPO to generate
at least $500,000,000 in gross proceeds (or, in the case that the IPO is being
effected pursuant to a Demand Registration, such greater or lesser amount as
may be requested by the parties requesting such registration). In the event of
an IPO that is completed prior to the 24-month anniversary of the Trigger Date,
prior to inclusion of any other Registrable Securities in the IPO, the Company
shall include the EBG Investor Registrable Securities until the aggregate gross
proceeds (i.e., before underwriters’ discounts or commissions) to the holders
of EBG Investor Registrable Securities from sales in such IPO equal
$300,000,000 and thereafter the priority among holders of Registrable
Securities in such IPO shall be determined in accordance with Section
2(c) or Section 2(d); provided that, in the event that the
gross proceeds from sales of securities in the IPO that is completed prior to
the 24-month anniversary of the Trigger Date are less than $500,000,000, at
least 60% of the Common Stock to be included in such IPO shall be EBG Investor
Registrable Securities.




          (f) Selection of Underwriters. If any Piggyback Registration is an
underwritten offering, the Company (or if the IPO is a Piggyback Registration,
the IPO Committee) will have the right to select the investment banker(s) and
manager(s) for the offering.




          (g) Obligations of Seller. During such time as any holder of
Registrable Securities may be engaged in a distribution of securities pursuant
to an underwritten Piggyback Registration, such holder shall distribute such
securities only under the registration statement and solely in the manner
described in the registration statement.




          (h) Right to Terminate Registration. Without limiting the
obligations of the Company under Section 4 hereof, the Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 2 prior to the effectiveness of such registration, whether
or not any holder of Registrable Securities has elected to include securities
in such registration (with it being understood and agreed that a holder of
Registrable Securities may withdraw its Registrable Securities from inclusion
in such registration prior to the effectiveness thereof without penalty). The
Registration Expenses of such withdrawn registration shall be borne by the
Company in accordance with Section 5 hereof.




          3. Holdback Agreements.




          (a) To the extent not inconsistent with applicable law, during the IPO
Holdback Period or any Following Holdback Period (each, as hereinafter
defined), each holder of Registrable Securities shall not sell, transfer, make
any short sale, loan, grant any option for the purchase, otherwise dispose or
enter into any hedging or similar transaction with the same economic effect as
a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) of
equity securities of the Company, or any securities, options or rights
convertible into or exchangeable or exercisable for such securities, except as
part of an underwritten registration, if the IPO Committee (in the case of the
IPO) or the Company (in the case of any other registration) agrees with the
managing underwriters of such registration that the failure of such holder to
be subject to restrictions on a Sale Transaction would adversely affect the
marketability of the offering contemplated thereby based on then-prevailing
market conditions. For each holder of Registrable Securities for which the IPO Committee or the Company agrees with the managing underwriters that
restrictions on a Sale Transaction shall apply, then the restrictions on a Sale
Transaction approved by the IPO Committee or the Company, as the case may be,
shall survive for such period as the IPO Committee (in the case of the IPO) or
the Company (in the case of any other registration) may agree with the managing
underwriter (not to exceed (i) in the case of the IPO, the seven days prior to
and the 180-day period beginning on the effective date of the IPO and (ii) in
the case of each other underwritten Demand Registration and underwritten
Piggyback Registration, the seven days prior to and the 90-day period beginning
on the effective date of such registration). For each holder of Registrable
Securities, the period for which such holder is, with respect to his, her or
its Registrable Securities, subject to the




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restrictions on a Sale Transaction as agreed by the IPO Committee at and around
the time of an IPO is referred to herein as the “IPO Holdback Period”
and the period for which such holder is, with respect to his, her or its
Registrable Securities, subject to the restrictions on a Sale Transaction
agreed by the Company at and around the time of any other registration is
referred to herein as the “Following Holdback Period.” To the extent
that the IPO Committee (in the case of the IPO) does not, after receiving the
recommendations of the managing underwriters, unanimously approve the
applicability or the non-applicability of the restrictions on a Sale
Transaction at or around the time of the IPO to a holder of Registrable
Securities in light of market conditions, a third underwriter shall be engaged
by the IPO Committee to determine whether such holder shall be subject to
restrictions on a Sale Transaction at and around the time of an IPO and for
what period and such third underwriters determination shall be binding on and
accepted by the IPO Committee. Each holder of Registrable Securities for which
the IPO Committee (in the case of an IPO) or the Company (in the case of any
other registration) determines that restrictions on a Sale Transaction should
apply shall by, its execution hereof, be deemed to have agreed to such
restrictions and, when requested by the IPO Committee or the Company, shall
execute a lock-up or similar agreement in favor of the Company and the managing
underwriters consistent with such determination (but not to exceed the periods
specified in this Section 3(a)) and, if such holder does not execute
such an agreement, such holder of Registrable Securities shall not be entitled
to participate in such registration. If (i) the Company issues an earnings
release or other material news or a material event relating to the Company and
its Subsidiaries occurs during the last 17 days of the IPO Holdback Period or
any Following Holdback Period (as applicable) or (ii) prior to the expiration
of the IPO Holdback Period or any Following Holdback Period (as applicable),
the Company announces that it will release earnings results during the 16-day
period beginning upon the expiration of such period, then to the extent
necessary for a managing or co-managing underwriter of a registered offering
required hereunder to comply with NASD Rule 2711(f)(4), the IPO Holdback Period
or the Following Holdback Period (as applicable) shall be extended until 18
days after the earnings release or the occurrence of the material news or
event, as the case may be (such period referred to herein as the “Holdback
Extension”). The Company may impose stop-transfer instructions with respect
to the securities subject to the foregoing restriction until the end of such
period, including any period of Holdback Extension.




          (b) Notwithstanding anything herein to the contrary, the restrictions in
Section 3(a) shall not apply in the case of any holder of Registrable
Securities, to the extent that such holder provides to the Company an opinion
of nationally recognized outside counsel to the effect that such holder is
prohibited by applicable law or exercise of fiduciary duties from agreeing to
withhold Registrable Securities from sale or is acting in its capacity as a
fiduciary or investment advisor. Without limiting the scope of the term
“fiduciary,” a holder shall be deemed to be acting as a fiduciary or an
investment advisor if its actions or the Registrable Securities proposed to be
sold are subject to the Employee Retirement Income Security Act of 1974, as
amended, or the Investment Company Act of 1940, as amended, or if such
Registrable Securities are held in a separate account under applicable
insurance law or regulation.




          (c) The Company (i) shall not effect any public sale or distribution of
its equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and during such
period of time (not to exceed 180 days in connection with the IPO or 90 days in
all other cases (except in each case as extended during the period of any
Holdback Extension)), as may be determined by the underwriters managing such
underwritten registration, following the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration (except as part
of such underwritten registration or pursuant to registrations on Form S-8 or
any successor form), unless the underwriters managing the registered public
offering otherwise agree in writing, and (ii) shall use reasonable best efforts
to cause (x) each holder of at least 5% (on a fully-diluted basis) of its
Common Stock, or any securities convertible into or exchangeable or exercisable
for Common Stock, and (y) each holder of the Company’s Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock who
is also an management employee of the Company and/or any of its




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Subsidiaries, purchased from the Company at any time after the date of this
Agreement (other than in a registered public offering) to agree not to effect
any public sale or distribution (including sales pursuant to Rule 144) of any
such securities during such period (as extended by any Holdback Extension),
except as part of such underwritten registration, if otherwise permitted,
unless the underwriters managing the registered public offering otherwise agree
in writing.




          4. Registration Procedures. It is agreed by the parties that the
IPO Committee is being formed so that the Company may implement an IPO as
promptly as reasonably practicable (determined after giving effect to and
subject to compliance with the requirements of the Securities and Exchange
Commission with respect to financial statements for such offering and the
timing required to prepare the same) and the Company agrees to use reasonable
best efforts to cause such IPO to occur as soon as reasonably practicable
(giving effect to the matters referred to in the immediately foregoing
parenthetical). Therefore, in connection with any Demand Registration or
Piggyback Registration that is to include Registrable Securities, including the
IPO, the Company shall use its reasonable best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company shall
as promptly as practicable:




          (a) in accordance with the Securities Act and all applicable rules and
regulations promulgated thereunder, prepare and file as promptly as reasonably
practicable with the Securities and Exchange Commission a registration
statement, and all amendments and supplements thereto and related prospectuses,
make all required filings with the applicable stock exchange to be made by the
Company, and use its reasonable best efforts to cause such registration
statement to become effective (provided that before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company
shall furnish to the counsel selected by the holders of a majority of the
Registrable Securities covered by such registration statement copies of all
such documents proposed to be filed), and include in any Long-Form Registration
or Short-Form Registration such additional information reasonably requested by
a majority of the Registrable Securities registered under the applicable
registration statement, or the underwriters, if any, for marketing purposes,
whether or not required by applicable securities laws, but only to the extent
such information does not contravene applicable securities laws or include
information not readily in the possession of the Company. Unless the counsel
selected by the holders of a majority of the Registrable Securities covered by
such registration statement earlier informs the Company that it has no
objections to the filing of such registration statement, amendment or
supplement, the Company will not file such registration statement, amendment or
supplement prior to the date that is three business days from the date that
such counsel received such document (it being understood and agreed, however,
that the Company will not have any liability to any holder of Registrable
Securities hereunder or otherwise as a result any failure to file any such
registration statement, amendment or supplement during any such three business
day period). The Company will not file any registration statement or amendment
or post-effective amendment or supplement to such registration statement to
which such counsel will have reasonably objected in writing on the grounds that
(and explaining why) such amendment or supplement does not comply in all
material respects with the requirements of the Securities Act or of the rules
or regulations thereunder (it being understood and agreed, however, that the
Company will not have any liability to any holder of Registrable Securities
hereunder or otherwise as a result of any failure to file any such registration
statement, amendment or supplement for such reason);




          (b) notify each holder of Registrable Securities of the effectiveness of
each registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for a period of not
less than 180 days or, if such registration statement relates to an
underwritten offering, such longer period as in the opinion of counsel for the
underwriters a prospectus is required by law to be delivered in connection with




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sales of Registrable Securities by an underwriter or dealer, and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement; provided, however, that at
any time, and without duplicating any other delay or suspension period under
this Agreement, upon written notice to the participating holders of Registrable
Securities and for a period not to exceed sixty (60) days thereafter (the
“Suspension Period”), the Company may delay the filing or effectiveness
of any registration statement or suspend the use or effectiveness of any
registration statement (and the holders of Registrable Securities hereby agree
not to offer or sell any Registrable Securities pursuant to such registration
statement during the Suspension Period) if the Company reasonably believes that
there is or may be in existence material nonpublic information or events
involving the Company or any of its Subsidiaries, the failure of which to be
disclosed in the prospectus included in the registration statement could result
in a Violation (as defined below). During any such Suspension Period, and as may
be extended hereunder, the Company shall use its reasonable best efforts to
correct or update any disclosure causing the Company to provide notice of the
Suspension Period and to file and cause to become effective or terminate the
suspension of use or effectiveness, as the case may be, of the subject
registration statement. In the event that the Company shall exercise its right
to delay or suspend the filing or effectiveness of a registration hereunder, the
applicable time period during which the registration statement is to remain
effective shall be extended by a period of time equal to the duration of the
Suspension Period. The Company may extend the Suspension Period for an
additional consecutive sixty (60) days with the consent of the holders of a
majority of the Registrable Securities registered under the applicable
registration statement, which consent shall not be unreasonably withheld. If so
directed by the Company, all holders of Registrable Securities registering
shares under such registration statement shall (i) not offer to sell any
Registrable Securities pursuant to the registration statement during the period
in which the delay or suspension is in effect after receiving notice of such
delay or suspension; and (ii) use their reasonable best efforts to deliver to
the Company (at the Company’s expense) all copies, other than permanent file
copies then in such holders’ possession, of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice;




          (c) furnish to each seller of Registrable Securities thereunder such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus), each Free Writing Prospectus and such other documents
as such seller may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such seller;




          (d) use its reasonable best efforts to register or qualify the securities
to be sold (including Registrable Securities) under such other securities or
blue sky laws of such jurisdictions as any seller reasonably requests and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such
jurisdictions of such securities (provided that the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subsection, (ii)
consent to general service of process in any such jurisdiction or (iii) subject
itself to taxation in any such jurisdiction);




          (e) use its reasonable best efforts to cause all Registrable Securities
covered by such registration statement to be registered with or approved by
such other governmental agencies, authorities or self-regulatory bodies as may
be necessary or reasonably advisable in light of the business and operations of
the Company to enable the seller or sellers thereof to consummate the
disposition of such Registrable Securities in accordance with the intended
method or method of disposition thereof;




          (f) notify each seller of such Registrable Securities, (i) promptly after
it receives notice thereof, of the date and time when such registration
statement and each post-effective amendment thereto





8









 







has become effective or a prospectus or supplement to any prospectus relating
to a registration statement has been filed and when any registration or
qualification has become effective under a state securities or blue sky law or
any exemption thereunder has been obtained, (ii) promptly after receipt
thereof, of any request by the Securities and Exchange Commission for the
amendment or supplementing of such registration statement or prospectus or for
additional information, (iii) of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of such registration
statement or the initiation of any proceedings for any of such purposes, and
(iv) at any time when a prospectus relating thereto is required to be delivered
under the Securities Act, of the happening of any event as a result of which
the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements
therein not misleading, and, at the request of any such seller, the Company
shall prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading;




          (g) prepare and file promptly with the Securities and Exchange Commission,
and notify such holders of Registrable Securities prior to the filing of, such
amendments or supplements to such registration statement or prospectus as may
be necessary to correct any statements or omissions if, at the time when a
prospectus relating to such securities is required to be delivered under the
Securities Act, when any event has occurred as the result of which any such
prospectus or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and,
in case any of such holders of Registrable Securities or any underwriter for
any such holders is required to deliver a prospectus at a time when the
prospectus then in circulation is not in compliance with the Securities Act or
the rules and regulations promulgated thereunder, the Company shall use its
reasonable best efforts to prepare and furnish promptly upon request of any
such holder or underwriter such amendments or supplements to such registration
statement and prospectus as may be necessary in order for such prospectus to
comply with the requirements of the Securities Act and such rules and
regulations;




          (h) cause all such securities to be sold (including Registrable
Securities) to be listed on each securities exchange on which similar
securities issued by the Company are then listed (with it being understood that
the IPO Committee shall have the sole and exclusive right to determine which
exchange the Company will be listed in connection with the IPO);




          (i) provide a transfer agent and registrar for all securities to be sold
(including Registrable Securities) not later than the effective date of such
registration statement;




          (j) in the event that the registration is a Demand Registration or, to the
extent requested by a third party, a Piggyback Registration, enter into and
perform such customary agreements (including underwriting agreements in
customary form) and take all such other actions as the holders of a majority of
the Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities, including, without limitation, reasonable participation by the
Company in “road shows” and investor presentations and marketing events for
such registrations), provided that the Company shall only be required
to effect a stock split or a combination of shares in connection with the IPO;




          (k) make available for inspection by any seller of Registrable Securities,
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company for use in such offering, and cause the
Company’s officers, directors, employees and independent accountants to supply
all information reasonably requested by any




9









 




such seller, underwriter, attorney, accountant or agent in connection with such
registration statement for use in such offering;




          (1) take all reasonable actions to ensure that any Free-Writing Prospectus
complies in all material respects with the Securities Act, is filed in
accordance with the Securities Act to the extent required thereby, is retained
in accordance with the Securities Act to the extent required thereby and, when
taken together with the related prospectus, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;




          (m) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company’s first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;




          (n) use its reasonable best efforts to prevent the issuance of any stop
order suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any common stock included in such registration statement for
sale in any jurisdiction, and in the event of the issuance of any such stop
order or other such order the Company shall advise such holders of Registrable
Securities of such stop order or other such order promptly after it shall
receive notice or obtain knowledge thereof and shall use its reasonable best
efforts promptly to obtain the withdrawal of such order;




          (o) use its reasonable best efforts to obtain one or more comfort letters,
signed by the Company’s independent public accountants in customary form and
covering such matters of the type customarily covered by comfort letters as the
holders of a majority of the Registrable Securities being sold in such offering
reasonably request;




          (p) use its reasonable best efforts to obtain a legal opinion of the
Company’s outside counsel with respect to the registration statement, each
amendment and supplement thereto (including the preliminary prospectus) and
such other documents relating thereto in customary form and covering such
matters of the type customarily covered by legal opinions of such nature; and




          (q) request that its accountants and attorneys address the comfort letters
and legal opinions, respectively, referenced in clause (o) and (p) respectively
to the holders of Registrable Securities.




If any such registration or comparable statement refers to any holder by name or
otherwise as the holder of any securities of the Company and if, in its sole and
exclusive judgment, such holder is or might be deemed to be an underwriter or a
controlling person of the Company, such holder shall have the right to require
(i) the insertion therein of language, in form and substance satisfactory to
such holder and presented to the Company in writing, to the effect that the
holding by such holder of such securities is not to be construed as a
recommendation by such holder of the investment quality of the Company’s
securities covered thereby and that such holding does not imply that such holder
shall assist in meeting any future financial requirements of the Company, or
(ii) in the event that such reference to such holder by name or otherwise is not
required by the Securities Act or any similar Federal statute then in force, the
deletion of the reference to such holder; provided that with respect to
this clause (ii) such holder shall furnish to the Company an opinion of counsel
to such effect, which opinion and counsel shall be reasonably satisfactory to
the Company. The Company may require each holder of Registrable Securities as
to which any




10









 




registration is being effected to furnish the Company with such information
regarding such holder and pertinent to the disclosure requirements relating to
the registration and the distribution of such securities as the Company may
from time to time reasonably request in writing




          5. Registration Expenses.




          (a) Subject to Section 5(b), all expenses incident to the
Company’s performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, travel expenses, filing
expenses, messenger and delivery expenses, fees and disbursements of
custodians, fees and disbursements of counsel for the Company and fees and
disbursements of all independent certified public accountants, underwriters
(including, if necessary, a “qualified independent underwriter” within the
meaning of the rules of the National Association of Securities Dealers, Inc.)
(excluding underwriting discounts and commissions) and other Persons retained
by the Company (all such expenses being herein called “Registration
Expenses”), shall be borne by the Company, except as otherwise expressly
provided in this Agreement, except that the Company shall, in any event, pay
its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the
expense of any annual audit or quarterly review, the expense of any liability
insurance and the expenses and fees for listing the securities to be registered
on each securities exchange on which similar securities issued by the Company
are then listed or on the NASD automated quotation system (or any successor or
similar system).




          (b) In connection with each Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities
included in such registration for the reasonable fees and disbursements of (i)
one counsel (in addition to local counsel) chosen by the holders of 75% of the
Registrable Securities included in such registration and (ii) each additional
counsel retained by any holder of Registrable Securities, but in the case of
this clause (ii) only to the extent such fees and disbursements were incurred
for the purpose of rendering a legal opinion on behalf of such holder in
connection with any underwritten Demand Registration or Piggyback Registration.
Otherwise, all fees and expenses of such counsel shall be borne by the holder
or holders of Registrable Securities for whom such services were rendered.




          (c) To the extent Registration Expenses are not required to be paid by the
Company or, in accordance with the last sentence of Section 5(b), borne
by a particular holder of Registrable Securities, each holder of securities
included in any registration hereunder shall pay those Registration Expenses
allocable to the registration of such holder’s securities so included, and any
Registration Expenses not so allocable shall be borne by all sellers of
securities included in such registration in proportion to the aggregate selling
price of the securities to be so registered. All underwriting discounts,
selling commissions and transfer taxes applicable to the sale of Registrable
Securities hereunder pursuant to any particular registration and any other
Registration Expenses required by law to be paid by selling holders in
connection therewith shall be borne by all selling holders of securities
included in such registration in proportion to the aggregate selling price of
the Registrable Securities included in such registration by such selling
holders.




          6. Indemnification.




          (a) The Company agrees to indemnify, to the extent permitted by law, each
holder of Registrable Securities and each such holder’s Related Persons against
and for all losses, claims, actions, damages, liabilities and expenses, joint
or several, suffered by any such holder of Registrable Securities or such
holder’s Related Persons and arising out of or caused by any of the following
statements, omissions or violations (each a “Violation”): (i) any
untrue or alleged untrue statement of material fact contained or




11









 




incorporated by reference in any registration statement, prospectus,
preliminary prospectus or Free-Writing Prospectus of the Company or any
amendment thereof or supplement thereto or any document incorporated by
reference therein, or in any other such disclosure document of the Company
(including reports and other documents filed under the Exchange Act and any
document incorporated by reference therein) or other document or report of the
Company furnished by or on behalf of the Company in connection with any
registration hereunder, except to the extent that the Violation is a result of
information supplied to the Company by such holder of Registrable Securities
and/or any of such holder’s Related Persons (excluding the Company and its
Subsidiaries) for inclusion therein, (ii) any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except to the extent that the Violation is a result of
information supplied to the Company by such holder of Registrable Securities
and/or any of such holder’s Related Persons (excluding the Company and its
Subsidiaries) for inclusion therein, or (iii) any violation or alleged
violation by the Company of the Securities Act or any other similar federal or
state securities laws or any rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance.
The Company shall pay to each holder of Registrable Securities and such
holder’s Related Persons, as incurred, any legal and any other expenses
reasonably incurred by such Person in connection with investigating, preparing,
defending or settling any such claim, loss, damage, liability or action, except
insofar as the same are caused by or contained in any information furnished in
writing to the Company by such holder expressly for use therein. In connection
with an underwritten offering, the Company shall indemnify such underwriters,
their officers and directors and each Person who controls such underwriters
(within the meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of holders of Registrable Securities and
their Related Persons.




          (b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company,
its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder for inclusion therein; provided
that the obligation to indemnify shall be individual, not joint and several,
for each holder and shall be limited to the net amount of proceeds received by
such holder from the sale of Registrable Securities pursuant to such
registration statement.




          (c) Any Person entitled to indemnification hereunder shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided that the failure to give prompt notice shall
not impair any Person’s right to indemnification hereunder except to the extent
such failure has prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without the indemnifying party’s consent (but
such consent shall not be unreasonably withheld, conditioned or delayed). An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim shall not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified




12









 




parties with respect to such claim. In such instance, the conflicting
indemnified parties shall have a right to retain one separate counsel, chosen
by the holders of a majority of the Registrable Securities included in the
registration, at the expense of the indemnifying party. No indemnifying party,
in the defense of such claim or litigation, shall, except with the consent of
each indemnified party, consent to the entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.




          (d) If the indemnification provided for in this Section 6 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
or is otherwise unenforceable with respect to any loss, claim, damage,
liability or action referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amounts
paid or payable by such indemnified party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other hand in connection with the statements or omissions which
resulted in such loss, claim, damage, liability or action as well as any other
relevant equitable considerations; provided that the maximum amount of
liability in respect of such contribution shall be limited, in the case of each
seller of Registrable Securities, to an amount equal to the net proceeds
actually received by such seller from the sale of Registrable Securities
effected pursuant to such registration (less the aggregate amount of any
damages which such seller has otherwise been required to pay in respect of such
loss, claim, damage, liability or action or any substantially similar loss,
claim, damage, liability or action arising from the sale of Registrable
Securities pursuant to such registration). The relative fault of the
indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties
hereto agree that it would not be just or equitable if the contribution
pursuant to this Section 6(d) were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
such equitable considerations. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or expenses
referred to herein shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending against any action or claim which is the subject hereof. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who is
not guilty of such fraudulent misrepresentation.




          (e) The indemnification and contribution provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and shall survive the transfer of securities.




          (f) No indemnifying party shall, except with the consent of the
indemnified party, consent to the entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.




          7. Participation in Underwritten Registrations.




          (a) No Person may participate in any registration hereunder which is
underwritten unless such Person (i) enters into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting, (ii) agrees to sell such Person’s securities on the basis
provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to





13









 







approve such arrangements (including, without limitation, pursuant to the terms
of any over-allotment or “green shoe” option requested by the managing
underwriter(s), provided that no holder of Registrable Securities will be
required to sell more than the number of Registrable Securities that such
holder of Registrable Securities has requested the Company to include in any
registration) and (iii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements; provided that in no
event shall any holder of Registrable Securities be required to indemnify any
underwriter or other Person in any manner other than that which is specifically
set forth in Section 6(b) with respect to its indemnification
obligations to the Company and other holders of Registrable Securities;
provided, further, that if any holder disapproves of the terms
of the underwriting, such holder may elect to withdraw therefrom (and not
participate in such underwritten registration) upon written notice to the
Company and the managing underwriter(s) in accordance with the terms hereof.
Each holder of Registrable Securities agrees to execute and deliver such other
agreements as may be reasonably requested by the Company and the lead managing
underwriter(s) that are consistent with such holder’s obligations under Section
3 or that are necessary to give further effect thereto.




          (b) Each Person that is participating in any registration hereunder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 4(f) above, such Person will forthwith
discontinue the disposition of its Registrable Securities pursuant to the
registration statement until such Person’s receipt of the copies of a
supplemented or amended prospectus as contemplated by such Section
4(f). In the event the Company shall give any such notice, the applicable
time period mentioned in Section 4(b) during which a Registration
Statement is to remain effective shall be extended by the number of days during
the period from and including the date of the giving of such notice pursuant to
this Section 7(b) to and including the date when each seller of a
Registrable Security covered by such registration statement shall have received
the copies of the supplemented or amended prospectus contemplated by
Section 4(f).




          8. Rule 144 and Rule 144A Reporting. With a view to making
available the benefits of certain rules and regulations of the Securities and
Exchange Commission that may permit the sale of Registrable Securities to the
public without registration, the Company agrees at all times after the Company
has filed a registration statement with the Securities and Exchange Commission
pursuant to the requirements of either the Securities Act or the Exchange Act to
use its reasonable best efforts to: (a) make and keep public information
regarding the Company available as those terms are understood and defined in
Rule 144 and Rule 144A under the Securities Act; (b) file with the Securities
and Exchange Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act at any
time after it has become subject to such reporting requirements; and (c) so long
as a holder owns any Registrable Securities, furnish to the holder forthwith
upon written request a written statement by the Company as to its compliance
with the reporting requirements of Rule 144 and Rule 144A, and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed as a holder may
reasonably request (to the extent available) in availing itself of any rule or
regulation of the Securities and Exchange Commission allowing a holder to sell
any such securities without registration. At any time when the Company is not
subject to Sections 13 or 15(d) of the Exchange Act, upon the request of a
transferor of Registrable Securities that is transferring or selling, offering
to Transfer or accepting a bona fide offer to Transfer all or any amount of its
Registrable Securities in compliance with any restrictions imposed by applicable
law, this Agreement and the Company’s Certificate of Incorporation and Bylaws,
the Company shall promptly furnish or cause to be furnished Rule 144A
Information to such transferor, or a proposed transferee designated by such
transferor, to permit compliance (but only to the extent thereof) by such
Transferor with Rule 144A under the Securities Act in connection with such
Transfer, offer to Transfer or acceptance of a bona fide offer to Transfer such
Registrable Securities. Notwithstanding the foregoing, the Company’s obligations
under this Section 8 as





14









 







it applies to public information requirements under Rule 144 shall only be
enforceable against the Company at such times as it is then required to file
reports and documents pursuant to the Exchange Act.




          9. Other Rights.




          (a) Tag-Along Rights.





               (i)
Subject to Section 9(a)(v), at least 30 days prior to any
proposed Transfer of any Common Stock by New Astoria or an Affiliate thereof (other than an
Exempt Transfer), such Person proposing to make such Transfer (the
“Transferring Equityholder”) shall deliver a written notice (the
“Sale Notice”) to the Company and to the holders of the EBG
Investor Registrable Securities at the most current record addresses for
such holders on the Company’s books and records, specifying in reasonable
detail the identity of the prospective Transferee(s), the number of shares of Common Stock to be Transferred, the price per share to be paid
for such Common Stock in such Transfer and the other terms and conditions
of the Transfer. The holders of the EBG Investor Registrable Securities
may elect to participate in the contemplated Transfer, and sell Common
Stock on the terms set forth herein, by delivering written notice to the
Transferring Equityholder within 20 days after delivery of the Sale
Notice.




               (ii) At the election of a holder of EBG Investor Registrable
Securities, such holder shall have the right to participate in the
proposed Transfer by transferring to the proposed Transferee(s) up to
that number of shares of Common Stock owned by such holder which is equal
to such holder’s Applicable Percentage (as hereinafter defined) (or, if
such holder shall elect, any lesser percentage) of the Common Stock to be
purchased by the prospective Transferee(s), at the same price per
security and on substantially the same terms and conditions as are
applicable to the proposed Transfer by the Transferring Equityholder
(and, if and to the extent such holder shall exercise such right, then
the number of shares of Common Stock to be sold by the Transferring
Equityholder in such transaction shall be correspondingly reduced). If
holders of EBG Investor Registrable Securities have not elected to
participate in the contemplated Transfer (through notice to such effect
or expiration of the 20-day period after delivery of the Sale Notice),
then the Transferring Equityholder may Transfer the Common Stock
specified in the Sale Notice at a price and on terms not materially more
favorable to the Transferring Equityholder than specified in the Sale
Notice during the 90-day period immediately following the date of the
delivery of the Sale Notice. Any Transferring Equityholder’s Common Stock
not Transferred within such 90-day period shall be subject to the
provisions of this Section 9(a) upon subsequent Transfer. As used
herein, the term “Applicable Percentage” as applied to any holder
on any date means a fraction (expressed as a percentage), the numerator
of which is the aggregate number of shares of Common Stock owned by such
holder on such date and the denominator of which is the total number
of shares of Common Stock issued and outstanding on such date.




               (iii) Each Transferring Equityholder shall use reasonable best
efforts to obtain the agreement of the prospective Transferee(s) to the
participation of the holders of the EBG Investor Registrable Securities
in any contemplated Transfer for which such holders have elected to
participate, and no Transferring Equityholder shall Transfer any of its
Common Stock to any prospective Transferee unless concurrently with such
Transfer, the prospective Transferee(s) purchase from such participating
holders of EBG Investor Registrable Securities the shares of Common Stock
which such holders are entitled to sell to such prospective transferee(s)
pursuant to this Section 9(a)(ii). To the extent the holders of
EBG Investor Registrable Securities have elected to participate in any
contemplated Transfer and the holders of EBG Investor Registrable
Securities participate in such Transfer, directly or indirectly, each
such holder shall bear its pro rata portion (based on the number of shares of Common Stock transferred by it in



15









 







such Transfer relative to the total number of shares of Common Stock
transferred in such Transfer) of the expenses incurred in connection with
such Transfer and shall be obligated to join (based on such holder’s
Applicable Percentage) in any indemnification or other obligations that
the Transferring Equityholder agrees to provide in connection with such
Transfer. As a condition to any holder of EBG Investor Registrable
Securities’ participation in such Transfer, the Transferring Equityholder
may require an acknowledgment and release, in form and substance
reasonably satisfactory to the Transferring Equityholder, from such
holder that such holder is making its own investment decision to
participate in such Transfer, without reliance, representation or
warranty on or of the Transferring Equityholder or any its Affiliates.




               (iv) In no event shall New Astoria be required to offer
participation in any sale of Registrable Securities pursuant to this
Section 9(a) to any holder that is not an “accredited investor”
within the meaning of applicable securities law or if such holder’s
participation would make the Transfer contemplated to be completed
materially more burdensome from a regulatory compliance perspective for
the remaining holders of Registrable Securities participating in such
Transfer.




               (v) Until the provisions of this Section 9(a) terminate, New
Astoria shall not Transfer any shares of Common Stock other than pursuant
to (I) an Exempt Transfer or (II) subject to compliance with the
tag-along rights provided for in the foregoing clauses of this
Section 9(a). Transfers by New Astoria of up to 30% (less the
aggregate percentage of the membership interests in New Astoria
theretofore transferred by all Initial New Astoria Institutional Members
pursuant to clause (X) of the immediately succeeding sentence) in the
aggregate (excluding any Transfers permitted under clause (I) hereof) of
the Common Stock owned by New Astoria. New Astoria, each of the Initial
New Astoria Institutional Members and each of the Initial New Astoria
Management Members agree that, until the provisions of this Section
9(a) terminate, no New Astoria Member shall Transfer any of its
membership interests in New Astoria other than (X) Transfers by any
Initial New Astoria Institutional Member of up to 30% (less the aggregate
percentage of the Common Stock owned by New Astoria theretofore
transferred by New Astoria pursuant to clause (II) of the immediately
preceding sentence) in the aggregate (excluding any Transfers permitted
under clause (Y) hereof) of the membership interests in New Astoria owned
by such Initial New Astoria Institutional Member, and its permitted
transferees, or (Y) pursuant to an Exempt Astoria Transfer. New Astoria
and each of the New Astoria Members further agree that, until the
provisions of this Section 9(a) terminate, New Astoria shall not
issue new equity interests to a member and use the proceeds to redeem
membership interests of New Astoria or make a distribution with the
proceeds thereof if a principal purpose thereof was to avoid the
provisions of this Section 9(a)(v).




               (vi) The rights and obligations of the respective parties to this
Section 9(a) shall terminate upon the initial closing of the IPO.



          (b)
Approved Sale; Drag Along Obligations.





               (i) If the Board approves a Sale of the Company (an “Approved
Sale”), each
holder of Stockholder Shares shall vote for, consent to and raise no
objections against, and not otherwise impede or delay, such Approved
Sale, regardless of the consideration being paid in such Approved Sale,
provided that such consideration complies with the requirements of this
Section 9(b). In furtherance of the foregoing, if the Approved
Sale is structured as (i) a merger or consolidation, each holder of
Stockholder Shares shall vote such holder’s Stockholder Shares to approve
such merger or consolidation, whether by written consent or at a
stockholders meeting, and waive all dissenters rights, appraisal rights
and similar rights (if any) in connection with such



16









 







merger or consolidation, (ii) a sale of stock, each holder of Stockholder
Shares shall agree to sell, and shall sell, all of such holder’s
Stockholder Shares and rights to acquire Stockholder Shares (or, if such
Sale of the Company is structured as a sale of less than all of the stock
of the Company, a pro rata share of such holder’s Stockholder Shares and
rights to acquire Stockholder Shares, based upon the portion of the stock
of the Company being sold) on the terms and conditions approved by the
Board, as applicable, or (iii) a sale of assets, each holder of
Stockholder Shares shall vote such holder’s Stockholder Shares to approve
such sale and any subsequent liquidation of the Company or other
distribution of the proceeds therefrom, whether by written consent or at
a stockholders meeting, and waive all dissenters rights, appraisal rights
and similar rights (if any) in connection with such sale of assets.




               (ii) In furtherance of its obligations under Section 9(b)(i)
above, (i) each holder of Stockholder Shares will take all necessary or
desirable actions reasonably requested by the Board in connection with
the consummation of the Approved Sale and (ii) each holder of Stockholder
Shares will make the same indemnities and agreements as each other
holder, including without limitation, voting to approve such transaction
and executing all documents reasonably requested by the Board to be
executed by such holder, including the applicable purchase agreement,
stockholders agreement and/or indemnification and/or contribution
agreement. Each holder of Stockholder Shares shall be obligated to make
affirmative representations and warranties only as to such holder’s title
to and ownership of Stockholder Shares (free and clear of all liens),
authorization, execution and delivery of relevant documents by such
holder, enforceability of relevant agreements against such holder and
other matters relating to such holder, to enter into covenants in respect
of a Transfer of such holder’s Stockholder Shares (or portion thereof) in
connection with such Approved Sale (including, without limitation, the
delivery of certificates, stock powers and other instruments of transfer)
and to enter into indemnification obligations (which shall be on a
several basis) with respect to the foregoing, in each case to the extent
that the New Astoria Majority Holders are similarly obligated;
provided that no holder shall be obligated to enter into
indemnification obligations with respect to any of the foregoing to the
extent relating to any other holder of Stockholder Shares or such other
holder’s Stockholder Shares, and in no event shall any holder of
Stockholder Shares be liable in respect of any indemnity obligations
pursuant to any Approved Sale in an aggregate amount in excess of the net
total consideration payable to such holder in such Approved Sale. Each
holder of Stockholder Shares shall enter into any indemnification or
contribution agreement requested by the Board to ensure compliance with
this Section 9(b)(ii) and the provisions of this Section 9(b)
shall be deemed complied with if the requirement for several
liability is addressed through such agreement, even if the purchase and
sale agreement or merger agreement related to the Approved Sale provides
for joint and several liability. Notwithstanding anything herein to the
contrary, this Section 9(b)(ii) shall also be deemed complied
with if a portion of the consideration otherwise payable in an Approved
Sale is withheld through an escrow which provides for indemnification, in
whole or in part, through such escrow.




               (iii) The obligations of the holders of Stockholder Shares with
respect to an Approved Sale are subject to the satisfaction of the
following conditions: (i) upon the consummation of the Approved Sale,
each holder of Stockholder Shares shall receive in exchange for the
Stockholder Shares held by such holder the same amount of the aggregate
consideration that such holder of Stockholder Shares would have received,
if such aggregate consideration had been distributed by the Company in
complete liquidation pursuant to the rights and preferences in the
Company’s Certificate of Incorporation in effect immediately prior to the
Approved Sale (as reduced in the case of holders of rights to acquire any
class of Stockholder Shares by the applicable purchase price or exercise
price per share thereof, if any); provided, however, in
the event that some or all of the consideration to be received by the
holders of Stockholder Shares in




17












 






an Approved Sale is not cash, such consideration shall be deemed to have
the fair market value determined by the Board (whose determination shall,
absent bad faith or manifest error, be final and binding and not subject
to any challenge whatsoever) and the portion of aggregate consideration
delivered hereunder shall be treated as if such non-cash consideration
were cash in an amount equal to such fair market value; (ii) if any
holders of Stockholder Shares are given an option as to the form and
amount of consideration to be received, each holder of the same type and
class of Stockholder Shares shall be given the same option; and (iii)
each holder of then currently exercisable rights to acquire shares of a
class of Stockholder Shares shall be given the opportunity to either (A)
exercise such rights prior to the consummation of the Approved Sale and
participate in such sale as a holder of such class of Stockholder Shares
or (B) upon the consummation of the Approved Sale, receive in exchange
for such rights consideration equal to the amount determined by
multiplying (1) the same amount of consideration per share of such class
of Stockholder Shares received by the holders of such class of
Stockholder Shares in connection with the Approved Sale less the
applicable purchase price or exercise price (if any) per share of such
class of Stockholder Shares by (2) the number of Stockholder Shares
represented by such rights.




               (iv) If the Company enters into any negotiation or transaction for
which Rule 506 under the Securities Act (or any similar rule then in
effect) promulgated by the Securities and Exchange Commission may be
available with respect to such negotiation or transaction (including a
merger, consolidation or other reorganization), the other holders of
Stockholder Shares, if required under the Securities Act, will, at the
request of the Company, appoint a purchaser representative (as such term
is defined in Rule 501) designated by the Board. If any such holder so
appoints a purchaser representative, the Company shall pay the fees of
such purchaser representative. However, if any such holder declines to
appoint the purchaser representative designated by the Company, such
holder shall appoint another purchaser representative, and such holder
shall be responsible for the fees of the purchaser representative so
appointed.




               (v) Holders of Stockholder Shares will bear their pro rata share (as
if such expenses reduced the aggregate proceeds available for
distribution in such Approved Sale) of the costs of any sale of
Stockholder Shares pursuant to an Approved Sale to the extent such costs
are approved by the Board and incurred for the benefit of all holders of
Stockholder Shares and are not otherwise paid by the Company or the
acquiring party, provided, however, that no holder of Stockholder Shares
shall be obliged to make any out-of-pocket expenditures prior to the
consummation of the Approved Sale.




               (vi) The rights and obligations of the parties under this
Section 9(b) shall terminate upon the initial closing of the
Company’s IPO.



          (c) Approval of Certain Activities.





               (i) Prior to the completion of the initial closing of the IPO, subject to Section 9(c)(ii), to the extent applicable, the Company shall not take,
or permit any Subsidiary or any officer, employee or agent of the Company
or any of its Subsidiaries to take (on behalf of the Company or any of
its Subsidiaries), any of the following actions without the approval of
at least a majority of the voting power of the members of the entire
Board:




	 	(A)	 	the approval of each proposed annual budget for the Company and its Subsidiaries
and any amendments thereto;





18









 











	 	(B)	 	the approval of any category of expenditure of the
Company or any Subsidiary in excess of the greater of
(1) $5,000,000 in excess of the budget approved by the
Company’s Board and (2) 25% greater than the amount
approved by the Company;
	 
	 	(C)	 	the retention or dismissal of outside auditors and/or accountants for the Company
and/or any Subsidiary;
	 
	 	(D)	 	the commencement of any
litigation, arbitration or mediation proceeding against
another Person (or series of related proceedings of
these types) by the Company or any Subsidiary or
settlement of any legal claims (whether in litigation,
arbitration or mediation) against or by the Company or
any Subsidiary, in each case with respect to an amount
in excess of $25,000,000;
	 
	 	(E)	 	the establishment or
amendment of material accounting policies of the Company or any Subsidiary, including the Company’s
fiscal year;
	 
	 	(F)	 	approval of the consolidated’
annual audited financial statements of the Company and its Subsidiaries and approval of all tax
returns of the Company and any Subsidiary;

	 
	 	(G)	 	any tax election or entry
into any agreement in respect of taxes, including the settlement of any tax controversy, or similar
action relating to the filing of any tax return or the payment of any tax;
	 
	 	(H)	 	making ministerial
amendments, alterations, repeals or other immaterial
modifications to this Agreement, including for the
purpose of effecting any action or transaction approved
in accordance with the terms and provisions of
Section 9(b);
	 
	 	(I)	 	the decision to announce the
abandoning of, abandon, or commence actions to abandon
any project operated by the Company or any of its
Subsidiaries as of the date of this Agreement or
substantially cease operation of such project for a
period of more than ninety (90) consecutive days for
any reason (other than maintenance or dispatch of such
project or an event of force majeure);
	 
	 	(J)	 	the engagement by the Company
or any Subsidiary in any line of business other than
the direct or indirect ownership of the projects of the
Company and its Subsidiaries as of the date hereof and
lines of business in which those entities are currently
engaged;
	 
	 	(K)	 	any incurrence of indebtedness
by the Company or any of its Subsidiaries, any guarantee
made by the Company or any of its Subsidiaries or any
contingent liability of the Company or any of its
Subsidiaries in excess of $25,000,000 (other than
pursuant to debt financing and credit arrangements (1)
outstanding as of the Closing Date or (2) that have
otherwise been approved by the Company’s Board);





19









 











	 	(L)	 	(1) except with respect to forward trades that are
consistent with the then current risk management
policy of the Company and are otherwise permitted
under credit facilities to which the Company and its
Subsidiaries are party, entering into any agreement,
contract, commitment, undertaking or expenditure
involving, in each case (without duplication), any
amount in-excess of $25,000,000, or any amendment,
modification or extension of or suspension of
performance under any such agreement, contract,
commitment, undertaking or expenditure, unless such
amendment, modification, extension or suspension would
not materially alter the financial obligations of the
Company or any Subsidiary with respect to such
agreement, contract, commitment, undertaking or
expenditure, or (2) except and to the extent relating
to an expenditure authorized in the Company’s annual
budget, any action or inaction that might cause the
material breach or termination of any such agreement,
contract, commitment, undertaking or expenditure to
which the Company or any Subsidiary is a party;
	 
	 	(M)	 	any acquisition by the Company
or any Subsidiary of an equity ownership interest in any
Person or the acquisition of a substantial portion of
the assets or business of any Person or any division or
line of business thereof;
	 
	 	(N)	 	the approval by the Company,
for itself or with respect to, any Subsidiary of any
action by a Subsidiary as to which approval of the
Company, in its capacity as stockholder, member or
partner of such Subsidiary, is required or requested
pursuant to the organizational documents of such
Subsidiary; and
	 
	 	(O)	 	the entry into any contract or
binding commitment or arrangement (other than customary
confidentiality obligations) to take any of the
foregoing actions.






               (ii) Prior to the completion of the initial closing of the IPO, the
Company shall not take, or permit any Subsidiary or any officer, employee
or agent of the Company or any of its Subsidiaries to take (on behalf of
the Company or any of its Subsidiaries), any of the following actions
without the approval of at least 75% of the voting power of the members
of the entire Board or, in the event such action is being taken in
connection with the IPO, the IPO Committee:




	 	(A)	 	settlement of any litigation
against the Company or any Subsidiary of the Company,
with respect to an amount in excess of $50,000,000, or
settlement of any litigation claiming injunctive relief
against the Company or any Subsidiary that materially
impairs the operations of the Company and its
Subsidiaries or which involves criminal liability of the
Company or any Subsidiary;
	 
	 	(B)	 	any agreements or transactions
between the Company or any Subsidiary, on the one part,
and MDCP IV, New Astoria or any Affiliate of either, on
the other part; provided, however, that
no such approval shall be required in respect of
transactions among any of the Company and any of its
wholly-owned Subsidiaries, any transactions approved or
entered into on




20









 






	 	 	 	or prior to the date hereof and disclosed on Schedule 3.18 of the Astoria
Disclosure Letter pursuant to the Merger Agreement and/or any rights or
obligations under, or transactions or agreements expressly contemplated by,
this Agreement, the Company’s Certificate of Incorporation or the Company’s
Bylaws;






	 	(C)	 	any declaration or payment of any dividend or other distribution in respect of,
or any repurchase or redemption of, the Company’s capital stock, except (1) as
expressly contemplated by the Company’s Certificate of Incorporation, as amended
from time to time, and (2) repurchases from management upon termination of
employment and reallocations of such repurchased equity to other members of
management;
	 
	 	(D)	 	any tax election or entry into any agreement in respect of taxes where such tax
election or agreement in respect of taxes would reasonably be expected to
adversely affect the EBG Investors, including the settlement of any tax
controversy with respect thereto;
	 
	 	(E)	 	(1) any amendment of, or grant of any waiver or consent under, on the
part of the Company or any of its Subsidiaries, this Agreement or the
Merger Agreement, or (2) any amendment of the certificate of
incorporation or bylaws of the Company;
	 
	 	(F)	 	any borrowing, refinancing or incurrence of indebtedness for borrowed
money and any capital lease of the Company or any Subsidiary or any
guarantee thereof, except (1) any indebtedness for borrowed money,
capital leases and guarantees of the Company or any of its Subsidiaries
outstanding as of the Closing Date (and borrowings from time to time
after the Closing Date under, and any guarantee or additional incurrence
of indebtedness permitted from time to time under, any debt financing or
credit agreements of the Company and/or any of its Subsidiaries in effect
as of the Closing Date or entered into in connection with any refinancing
permitted under clause (2)), and (2) any indebtedness for borrowed
money or capital leases or any guarantees thereof incurred by the
Company or its Subsidiaries in connection with the refinancing of any
indebtedness referred to in clause (1), in aggregate principal amount or
with aggregate facility size not to exceed 120% of the indebtedness being
refinanced;
	 
	 	(G)	 	(1) approval of a budget that differs significantly from the combined
2007 operating budgets of EBG and its Subsidiaries, on the one hand,
and Astoria and its Subsidiaries, on the other hand (other than for such
changes as management of the Company deems necessary and
reasonable for the operation of the Company and its Subsidiaries and
other than in connection with the financing of development projects of
the Company and its Subsidiaries in the New York City or Boston
metropolitan areas), (2) any expenditure or commitment by the Company
and/or any of its Subsidiaries that exceeds the amount allocated therefor
in the annual budget of the Company and its Subsidiaries by more than
the greater of (x) $1,000,000 and (y) 120% of the amount allocated
therefor in such budget, or (3) any expenditure or commitment in excess




21









 






	 	 	 	of $75,000,000 for which the Company and its Subsidiaries
did not allocate funds in their annual budget;






	 	(H)	 	(1) any acquisition in excess
of $75,000,000 by the Company or any Subsidiary of an
equity interest in, or a substantial portion of the
assets, properties or business of, any Person or (2) any
disposition in excess of $75,000,000 of assets of the
Company or any Subsidiary (which shall be deemed to
include equity securities of a Subsidiary), including a
Sale of the Company, except, in the case of clauses (1)
and (2), any acquisition or disposition of assets by the
Company or any of its Subsidiaries in the ordinary
course of business;
	 
	 	(I)	 	the commencement of any
voluntary filing with respect to the Company or any
Subsidiary under state or federal bankruptcy,
insolvency, reorganization, liquidation, moratorium or
similar laws for the relief of debtors;
	 
	 	(J)	 	any change or removal of the
chief executive officer or chief financial officer of
the Company;
	 
	 	(K)	 	any authorization, issuance or
sale of any equity interests in the Company or any of
its Subsidiaries (other than to the Company or any such
Subsidiary) or of any securities or instruments
convertible into or exchangeable for any such equity
interests, in each case (1) if on or prior to November
30, 2009, involving an aggregate amount in excess of
$25,000,000 and (2) if after November 30, 2009,
involving an aggregate amount in excess of $45,000,000,
or any other change in the equity capital structure of
the Company (including any reorganization,
reclassification, reconstruction, consolidation or
subdivision of equity interests of the Company or its
Subsidiaries) (other than (w) as necessary to facilitate
the IPO and approved by the IPO Committee, (x) in
accordance with the terms of the Merger Agreement, (y)
any authorization, issuance or sale of $100,000,000 or
less of such equity interests (or any securities or
instruments convertible into or exchangeable for any
such equity interests) in connection with the financing
of development projects of the Company and its
Subsidiaries in the New York City or Boston metropolitan
areas, and (z) any authorization, issuance or sale of
equity securities of the Company (or any securities or
instruments convertible into or exchangeable for any
such equity interests) to employees of the Company
and/or any of its Subsidiaries pursuant to any
management equity plan approved by a majority of the
voting power of the members of the entire Board),
provided that in no event shall such authorizations,
issuances or sales pursuant to this subclause (K)
involve in the aggregate in excess of 10% of the
Company’s Class A Common (calculated on a fully-diluted
basis);
	 
	 	(L)	 	the retention or dismissal of
outside auditors and/or accountants for the Company
and/or any Subsidiary (other than Ernst & Young,
PriceWaterhouseCoopers, Deloitte & Touche and KPMG);





22









 











	 	(M)	 	establishment or change in any fiscal year of
the Company and/or any of its Subsidiaries other than a
calendar year end;
	 
	 	(N)	 	the decision to announce the
abandoning of, abandon, or commence actions to abandon
any Significant Project operated by the Company or any
of its Subsidiaries as of the date of this Agreement or
substantially cease operation of such project for a
period of more than ninety (90) consecutive days for
any reason (other than maintenance or dispatch of such
project or an event of force majeure); for purposes
hereof, “Significant Project” means the
Company’s Fore River, Mystic 7, Mystic 8, Mystic 9,
Astoria Units 3, 4 or 5, Gowanus plant or Narrows
plant; and
	 
	 	(O)	 	the entry into any contract
or binding commitment or arrangement (other than
customary confidentiality obligations) to take any of
the foregoing actions.




In no event shall the Company be able to avoid the provisions of this
Section 9(c)(ii) by delegation to a committee of the Board of matters
otherwise requiring super-majority approval of the Board.




          (d) Financial Statements and Other Information. Until the initial
closing of the IPO, the Company shall deliver the following information
identified below to New Astoria, each holder of more than 15% of the New
Astoria Registrable Securities as of any given date (upon request from each
such holder) and each holder of the EBG Investor Registrable Securities as of
any given date (upon request from each such holder):





               (i) as soon as available but in any event within 90 days after the end of
each quarterly accounting period of the Company in each fiscal year of the
Company beginning with the quarterly accounting period ending September
30, 2007, unaudited consolidated statements of income, changes in
stockholders’ equity and cash flows of the Company and its Subsidiaries
for such quarterly period and for the period from the beginning of the
fiscal year to the end of such fiscal quarter, and unaudited consolidated
balance sheets of the Company and its Subsidiaries as of the end of such
quarterly period, setting forth in each case comparisons to the Company’s
annual budget and to the corresponding period in the preceding fiscal
year, all in reasonable detail and prepared in accordance with GAAP
(subject to the absence of footnote disclosures and to normal year-end
adjustments); and




               (ii) as soon as available but in any event within 120 days after the
end of each fiscal year of the Company beginning with the fiscal year
ended December 31, 2007, consolidated statements of income, changes in
stockholders’ equity and cash flows for such fiscal year, and
consolidated balance sheets of the Company and its Subsidiaries as of the
end of such fiscal year, setting forth in each case comparisons to the
Company’s annual budget and to the preceding fiscal year, all prepared in
accordance with GAAP, and accompanied by (A) an opinion from an
independent accounting firm of recognized national standing, and (B) when
applicable, a copy of such firm’s annual management letter to the
Company’s Board.




In addition, until the initial closing of the IPO, the Company shall deliver
with reasonable promptness, such other information and financial data
concerning the Company and its Subsidiaries as any Person entitled to receive
information under this Section 9(d) may reasonably request.



23









 





          (e) Initial Public Offering. In the event that the Board and IPO
Committee approve the IPO, each holder of Registrable Securities shall take all
necessary or desirable actions in connection with the consummation of the IPO
as reasonably requested by the IPO Committee and not inconsistent with this
Agreement. In the event that the managing underwriters advise the Company in
writing that in their opinion the capital stock structure would adversely
affect the marketability of the offering, each holder of Registrable Securities
shall consent to and vote for a recapitalization, reorganization and/or
exchange of Common Stock into securities that the managing underwriters, the
Board and the IPO Committee find acceptable, and each holder of Registrable
Securities shall take all necessary or desirable actions in connection with the
consummation of the recapitalization, reorganization and/or exchange as
requested by the IPO Committee (including voting in favor of amendment to the
Certificate of Incorporation); provided that the resulting securities
reflect and are consistent with the rights and preferences set forth in the
Certificate of Incorporation as in effect immediately prior to such IPO;
provided further that, notwithstanding the immediately foregoing
proviso, in no event shall a holder of Registrable Securities avoid the
obligations of this Section 9(e) if the recapitalization,
reorganization, exchange and/or amendment provided that upon consummation
thereof all shares of Common Stock were to have one vote per share in matters
submitted to the holders of Common Stock.




          (f) Inspection Rights. The Company shall permit, upon reasonable
notice and during normal business hours, any representatives designated by New
Astoria, each holder of more than 15% of the New Astoria Registrable Securities
as of any given date and each holder of more than 15% of the EBG Investor
Registrable Securities as of any given date, at such holder’s own expense, to
(i) visit and inspect any of the properties of the Company and its
Subsidiaries, (ii) examine the corporate and financial records of the Company
and its Subsidiaries and make copies thereof or extracts therefrom and (iii)
discuss the affairs, finances and accounts of any such corporations with the
directors, officers, key employees and independent accountants of the Company
and its Subsidiaries. The presentation of an executed copy of this Agreement by
any such Person to the Company’s independent accountants shall constitute the
Company’s permission to its independent accountants to participate in
discussions with such Person. The rights of holders of EBG Investor Registrable
Securities pursuant to this Section 9(f) shall terminate upon the
initial closing of the IPO. Any holder of EBG Investor Registrable Securities
shall have the right, during normal business hours, to inspect and make copies
of the list of the names and addresses of the other holders of EBG Investor
Registrable Securities to be maintained by the Company.




          (g) Confidentiality. To the extent that any such information made
available to any holder of Registrable Securities would require disclosure
under Regulation FD, such holder shall, as a condition to receiving any such
information that is not otherwise publicly available, agree in writing to keep
such information confidential and not disclose such information to any Person
(i) unless such Person agrees to keep such information confidential or (ii)
except as may be required by applicable law (including securities law). Each
holder of Registrable Securities party to this Agreement shall be deemed by its
execution hereof to have agreed to such confidentiality and non-disclosure
obligation and thereby satisfied the condition referred to in this Section
9(g).




          (h) IPO Committee. Until the closing of the IPO, the Board shall
establish a committee of the Board (the “IPO Committee”), which shall
consist of two (2) directors that were designated for election by the Class B
Majority Holders and two (2) Class A Directors (as defined in the Certificate
of Incorporation). An act shall be approved by the IPO Committee only if such
act is unanimously approved by all directors serving on such IPO Committee. The
IPO Committee shall be responsible for preparation of the Company’s IPO,
including selecting and working with underwriters and counsel and preparing and
reviewing a registration statement. The IPO Committee shall be delegated
responsibility for strategy regarding execution of the IPO, as well as timing
and pricing of the IPO; provided that, subject to the final sentence of
this Section 9(h), the Board shall be responsible for ultimate approval
of the IPO. Notwithstanding the foregoing, where holders of EBG Investor
Registrable Securities exercise rights in




24









 




accordance with this Agreement to cause the Company to complete the IPO, the
holders of EBG Investor Registrable Securities shall, subject to the provisions
of this Agreement, have primary responsibility for strategy regarding execution
of IPO, as well as timing and pricing such IPO. In all cases, the IPO Committee
will have primary responsibility for managing all other aspects of IPO,
including marketing. The Company and its Board shall follow and act on the
recommendations of the IPO Committee except where the Company’s Board concludes
that to do so would be reasonably likely to cause a breach of its fiduciary
duties.




          10. Board Representatives. Subject to the limitations set forth in
this Section 10, the holders of a majority of New Astoria Registrable
Securities shall have the right to designate up to the Applicable Number of
representatives for election to the Board (individually a “Board
Representative” and collectively the “Board Representatives”),
which right, for the avoidance of doubt, shall not limit any other rights of
the holders of New Astoria Registrable Securities under the Certificate of
Incorporation. The terms and conditions governing the election, term of office,
filling of vacancies and other features of such directorships shall be as
follows:




          (a) Interim Appointment of Directors. From and after the initial
closing of the IPO (the “Beginning Date”) until the Expiration Date,
the holders of a majority of the New Astoria Registrable Securities may
nominate up to the Applicable Number of Board Representatives to be elected to
the Board. Subject only to such actions not being in violation of the fiduciary
duties of members of the Board to the Company, the Company shall take all
action necessary such that the number of directors on the Board shall (if
necessary) be increased by the Applicable Number and such vacancies shall be
filled by the designees of the holders of a majority of New Astoria Registrable
Securities effective as of the day following the Beginning Date (or, if later,
the date that the holders of a majority of New Astoria Registrable Securities
determines to appoint such Board Representative); provided that if the
Company avoids its obligations under this sentence or this Section
10(a) because it deems such nomination to be in violation of fiduciary
duties of members of the Board, the holders of New Astoria Registrable
Securities shall be entitled to appoint an alternative nominee to be a Board
Representative. Each Board Representative appointed pursuant to this
Section 10(a) shall continue to hold office until such Board
Representative’s term expires, subject, however, to prior death, resignation,
retirement, disqualification or termination of term of office as provided in
this Section 10.




          (b) Continuing Designation of Board Representatives. On and prior
to the Expiration Date, in connection with the expiration of the term of any
Board Representative, the Company shall, subject to the provisions of
Section 10(c) and subject only to such nomination not being in
violation of the fiduciary duties of members of the Board, nominate the Board
Representative(s) designated by the holders of a majority of New Astoria
Registrable Securities for election to the Board by the holders of voting
capital stock and solicit proxies from the Company’s stockholders in favor of
the election of such Board Representative(s); provided that if the
Company avoids its obligations under this sentence or this Section
10(b) because it deems such nomination to be in violation of fiduciary
duties of members of the Board, the holders of New Astoria Registrable
Securities shall be entitled to appoint an alternative nominee to be a Board
Representative. Subject to the provisions of Section 10(c), the Company
shall use reasonable best efforts to cause such Board Representative(s) to be
elected to the Board (including voting all unrestricted proxies in favor of the
election of such Board Representative(s) and including recommending approval of
such Board Representative(s)’ appointment to the Board as provided for in the
Company’s proxy statement) and shall not take any action which would diminish
the prospects of such Board Representative(s) being elected to the Board.




          (c) Termination of Board Representative Designation Rights. The
right of holders of a majority of New Astoria Registrable Securities to
designate a Board Representative pursuant to this Section 10 shall
terminate on the Expiration Date. If the rights of holders of a majority of New
Astoria



25









 






Registrable Securities to designate a Board Representative cease under the
immediately preceding sentence, then the Company may use reasonable best efforts
to effect the removal of such director.




          (d) Resignation; Removal; and Vacancies.





               (i) Resignation. An elected Board Representative may resign
from the Board at any time by giving written notice to the Company at its
principal executive office. The resignation is effective without
acceptance when the notice is given to the Company, unless a later
effective time is specified in the notice.




               (ii) Removal. So long as the holders of a majority of New
Astoria Registrable Securities retain the right to designate a director
pursuant to Section 10(b), the Company shall use reasonable best
efforts to remove any Board Representative only if so directed in writing
by the holders of a majority of New Astoria Registrable Securities.




               (iii) Vacancies. In the event of a vacancy on the Board
resulting from the death, disqualification, resignation, retirement or
termination of term of office of the Board Representative designated by
the holders of a majority of New Astoria Registrable Securities, then the
Company shall use reasonable best efforts to fill such vacancy with a
representative designated by the holders of a majority of the New Astoria
Registrable Securities as provided hereunder, in either case to serve
until the next annual or special meeting of the stockholders (and at such
meeting, such representative, or another representative designated by
such holders, will be elected to the Board in the manner set forth in the
Company’s Bylaws). If the holders of New Astoria Registrable Securities
fail or decline to fill the vacancy, then the directorship shall remain
open until such time as the holders of a majority of New Astoria
Registrable Securities elect to fill it with a representative designated
hereunder. During any such period that the holders of New Astoria
Registrable Securities, as the case may be, are entitled to, but have
failed or declined to, designate a Board Representative, the holders of a
majority of New Astoria Registrable Securities shall have the right to
designate one representative to attend all Board meetings as a non-voting
observer. The observer shall be entitled to notice of all Board meetings
in the manner that notice is provided to members of the Board, shall be
entitled to receive all materials provided to members of the Board, shall
be entitled to attend (whether in person, by telephone, or otherwise) all
meetings of the Board as a non-voting observer, and shall be entitled to
fees and expenses paid to Board Representatives pursuant to Section
10(e).



          (e) Fees & Expenses. Board Representatives shall be entitled to
fees, other compensation and reimbursement of expenses paid to Board members
who are not employees of the Company or its Subsidiaries.




          (f) Subsidiary Boards; Committees. Subject to applicable law, at
the request of New Astoria, the Company shall use reasonable best efforts to
cause the Board Representative(s) to have proportional representation (relative
to their percentage on the whole Board) on the Board (or similar governing
body) of each Subsidiary of the Company (each, a “Sub Board”) and each
committee of the Board and each Sub Board.




          (g) Reporting Information. With respect to each Board
Representative designated pursuant to the provisions of this Section
10, the holders of New Astoria Registrable Securities shall cause the Board
Representative to provide to the Company with all necessary assistance and
information related to such Board Representative that is required under
Regulation 14A under the Exchange Act to be disclosed in solicitations of
proxies or otherwise, including such Person’s written consent to being named in
the proxy statement (if applicable) and to serving as a director if elected.




26









 





          11. Definitions.




          “Affiliate” means any Person that directly, or indirectly
through one or more intermediaries, controls or is controlled by or is under
common control with the party specified.




          “Applicable Number” means such number of directors of the
Company which, as a percentage of all directors of the Company, most closely
approximates (but is not less than) the percentage of voting power
represented by the shares of capital stock of the Company held by New
Astoria and, after any distribution of capital stock of the Company to its
equityholders, such equityholders, their Affiliates and Family Group.




          “Board” means (i) in the case of a Person that is a limited
liability company, the managers authorized to act therefor (or, if the
limited liability company has no managers, the members), (ii) in the case of
a Person that is a corporation, the board of directors of such Person or any
committee authorized to act therefor, (iii) in the case of a Person that is
a limited partnership, the board of directors of its corporate general
partner (or, if the general partner is itself a limited partnership, the
board of directors of such general partner’s corporate general partner) and
(iv) in the case of any other Person, the board of directors, management
committee or similar governing body or any authorized committee thereof
responsible for the management of the business and affairs of such Person;
provided that, in each case, the “Board” shall be deemed to include
any duly authorized committee thereof that is authorized to take the action
in question.




          “Certificate of Incorporation” means the Company’s Certificate
of Incorporation, including any certificate of designations relating to any
series of Preferred Stock (as amended or amended and restated from time to
time).




          “Class A Common” means the Company’s Class A Common Stock, par
value $0.00001 per share.




          “Class B Common” means the Company’s Class B Common Stock, par
value $0.00001 per share.




          “Class B Majority Holders” has the meaning given to such term
in the Certificate of Incorporation.




          “Closing Date” has the meaning given to such term in the Merger
Agreement.




          “Common Stock” means, collectively, the Class A Common, the
Class B Common and any other class of capital stock of the Company
designated as common stock.




          “EBG Investor Registrable Securities” means (i) any Common
Stock held by any EBG Investor or any of its direct or indirect partners,
members, stockholders, unitholders or other equityholders, including after
distribution or other transfer by any such EBG Investor to such direct or
indirect partners, members, stockholders, unitholders or other
equityholders, and (ii) any securities of the Company issued or issuable
directly or indirectly with respect to the securities referred to in clause
(i) above by way of dividend or split or in connection with a combination
of securities, recapitalization, merger, consolidation, exchange,
conversion or other reorganization, including a recapitalization or
exchange.




          “Event of Force Majeure” means any act of God; war, act of
war, riot, insurrection, blockade, embargo, sabotage, terrorism, act of the
public enemy; epidemic, explosion, fire, hurricane,




27









 




tornado, earthquake, flood or other severe weather or natural disaster; strike,
lockout or other labor dispute, disruption or slowdown; transportation
disruption, fuel supply disruption, electric transmission disruptions;
breakdown, damage to or loss of necessary equipment or facilities, shortage of
equipment or part; action of any governmental authority or system operator;
change within the markets in which the Company or any of its Affiliates operate
or transact; or any other event of like kind or different nature, in each case,
that, individually or together with other acts or events herein specified,
materially adversely affects the Company’s ability to consummate the IPO;
provided no event shall be deemed an Event of Force Majeure unless it
occurs prior to the Trigger Date and is outside of the Company’s reasonable
control.




          “Exempt Astoria Transfer” means a Transfer (i) by an Initial New
Astoria Institutional Member to one or more of its Affiliates (other than
Transfers to an independent portfolio company of an Initial New Astoria
Institutional Member or one of its Affiliates (with it being understood that
any portfolio company of an Initial New Astoria Institutional Member or one of
its Affiliates formed for the purpose of facilitating a recapitalization or
reorganization of the Company or any of its Subsidiaries shall not be deemed an
independent portfolio company)), provided that the transferee agrees to execute
a counterpart to this Agreement, thereby agreeing to be bound the terms hereof,
(ii) to the members or partners of New Astoria or any Initial New Astoria
Institutional Member in connection with a pro rata distribution to all members
or partners in accordance with the terms of such Person’s organizational
documents or to any officers or directors of New Astoria or among the Family
Group of any such Person, in each case provided that the transferee agrees to
execute a counterpart to this Agreement, thereby agreeing to be bound the terms
hereof, (iii) of Common Stock held by any Initial New Astoria Institutional
Member and its Affiliates on the Closing Date (after giving effect to the
transactions contemplated by the Merger Agreement to occur on the Closing Date)
representing up to 10% of the Common Stock issued to such holders as of the
Closing Date (after giving effect to the transactions contemplated by the
Merger Agreement to occur on the Closing Date); provided that, for
purposes of calculating whether the 10% threshold has been reached, all prior
transfers by such Initial New Astoria Institutional Member and its Transferees
pursuant to clause (iii) of the definition of “Exempt Transfers” shall be taken
into account, (iv) in connection with or after the IPO, (v) to the Company or
any of its Subsidiaries, (vi) pursuant to a merger or consolidation in which
the Company or any of its Subsidiaries is party or (vii) pursuant to an
Approved Sale where the holder is complying with its obligations under
Section 9(b) hereof.




          “Exempt Transfer” means a Transfer (i) by New Astoria to one or
more of its Affiliates (other than Transfers to an independent portfolio
company of an Initial New Astoria Institutional Member or one of its Affiliates
(with it being understood that any portfolio company of an Initial New Astoria
Institutional Member or one of its Affiliates formed for the purpose of
facilitating a recapitalization or reorganization of the Company or any of its
Subsidiaries shall not be deemed an independent portfolio company)), provided
that the transferee agrees to execute a counterpart to this Agreement, thereby
agreeing to be bound the terms hereof, (ii) to the members or partners of New
Astoria or any Initial New Astoria Institutional Member in connection with a
pro rata distribution to all members or partners in accordance with the terms
of such Person’s organizational documents or to any officers or directors of
New Astoria or among the Family Group of any such Person, in each case provided
that the transferee agrees to execute a counterpart to this Agreement, thereby
agreeing to be bound the terms hereof, (iii) of Common Stock held by New
Astoria and its Affiliates on the Closing Date (after giving effect to the
transactions contemplated by the Merger Agreement to occur on the Closing Date)
representing up to 10% of the Common Stock issued to such holders as of the
Closing Date (after giving effect to the transactions contemplated by the
Merger Agreement to occur on the Closing Date); provided that, for
purposes of calculating whether the 10% threshold has been reached, all prior
transfers by any Initial New Astoria Institutional Members and their
Transferees pursuant to clause (iii) of the definition of “Exempt Astoria
Transfers” shall be taken into account, (iv) in connection with or after the
IPO, (v) to the




28









 




Company or any of its Subsidiaries, (vi) pursuant to a merger or consolidation
in which the Company or any of its Subsidiaries is party or (vii) pursuant to
an Approved Sale where the holder is complying with its obligations under
Section 9(b) hereof.




          “Expiration Date” means the first date that the aggregate voting
power of capital stock of the Company owned by New Astoria, its direct and
indirect equityholders and their respective Affiliates represents less than
7.5% of the voting power of all capital stock of the Company.




          “Family Group” means a Person’s spouse and descendants (whether
natural or adopted) and any trust solely for the benefit of the Person and/or
the Person’s spouse and/or descendants.




          “Free Writing Prospectus” means a free-writing prospectus, as
defined in Rule 405 of the Securities Act.




          “GAAP” means U.S. generally accepted accounting principles, consistently applied.




          “Independent Third Party” means any Person who. immediately prior
to the contemplated transaction does not own directly or indirectly in excess
of 5% of the Company’s voting capital stock on a fully-diluted basis (a
“Non-Independent Owner”), who does not control, is not controlled by or
under common control with any such Non-independent Owner and who is not the
spouse or descendent (by birth or adoption) of any such Non-independent Owner
or a trust for the benefit of such Non-independent Owner and/or such other
Persons.




          “Initial New Astoria Institutional Members” means MDCP IV and Hunt
Generation Investments & Transmission Services, L.P.




          “Initial New Astoria Management Members” means all members of New
Astoria other than MDCP IV and Hunt Generation Investments & Transmission
Services, L.P.




          “IPO” means the Company’s initial registered public offering of
its Common Stock under the Securities Act, underwritten by an underwriter of
recognized national standing.




          “MDCP IV” means Madison Dearborn Capital Partners IV, L.P.




          “New Astoria Majority Holders” means, at any time, the holders of
a majority of the New Astoria Registrable Securities.




          “New Astoria Registrable Securities” means (i) any Common Stock
held by New Astoria or any of its direct or indirect partners, members,
stockholders, unitholders or other equityholders, including after distribution
or other transfer by New Astoria to such direct or indirect partners, members,
stockholders, unitholders or other equityholders and (ii) any securities of the
Company issued or issuable directly or indirectly with respect to the
securities referred to in clause (i) above by way of dividend or split or in
connection with a combination of securities, recapitalization, merger,
consolidation, exchange, conversion or other reorganization, including a
recapitalization or exchange.




          “Other Registrable Securities” means (i) any Common Stock held by
any Other Investor or any of its direct or indirect partners, members,
stockholders, unitholders or other equityholders, including after distribution
or other transfer by any such Other Investor to such direct or indirect
partners, members, stockholders, unitholders or other equityholders, and (ii)
any securities of the Company issued or issuable directly or indirectly with
respect to the securities referred to in clause (i) above by way of




29









 




dividend or split or in connection with a combination of securities,
recapitalization, merger, consolidation, exchange, conversion or other
reorganization, including a recapitalization or exchange.




          “Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.




          “Registrable Securities” means EBG Investor Registrable
Securities, New Astoria Registrable Securities and Other Registrable
Securities. As to any particular Registrable Securities, such securities shall
cease to be EBG Investor Registrable Securities, New Astoria Registrable
Securities and Other Registrable Securities, as applicable, when they have been
distributed to the public pursuant to a offering registered under the
Securities Act or sold to the public through a broker, dealer or market maker
in compliance with Rule 144 under the Securities Act (or any similar rule then
in force) or repurchased by the Company or any Subsidiary. For purposes of this
Agreement, a Person shall be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire such Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise
of such right), whether or not such acquisition has actually been effected;
provided that such right must be converted or exercised and the
Registrable Securities acquired not later than immediately prior to the initial
closing of an offering in which the Registrable Securities issuable upon
exchange or conversion of such rights are to be included (although such
conversion or exercise may be conditioned upon the occurrence of such closing).
For all purposes hereof, Registrable Securities issuable upon exercise of the
Warrants shall be deemed “EBG Investor Registrable Securities.”




          “Related Person” means, with respect to a particular holder of
Registrable Securities, each Affiliate thereof, their respective direct and
indirect general and limited partners, advisory board members, directors,
officers, trustees, managers, members, Affiliates and shareholders, and each
other Person, if any, who controls such holder of Registrable Securities
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act).




          “Rule 144A Information” means such information in respect of the
Company as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).




          “Sale of the Company” means the sale of the Company (however
structured) to an Independent Third Party or group of Independent Third Parties
acting in concert pursuant to which such party or parties acquire (i) equity
securities of the Company that, directly or indirectly through one or more
intermediaries, have more than 50% of the ordinary voting power then
outstanding to elect a majority of the Company’s board of directors or (ii) all
or substantially all of the Company’s assets determined on a consolidated basis
(in either case, whether by merger, consolidation, sale or transfer of the
Company’s or any Subsidiary’s equity securities, sale or transfer of the
Company’s consolidated assets, or other reorganization).




          “Stockholder Shares” means (i) any Common Stock of the Company,
(ii) any capital stock or other equity securities issued or issuable directly
or indirectly with respect to any Common Stock referred to in clause (i) above
by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and
(iii) any other shares of any class or series of capital stock of the Company.




          “Subsidiary” means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to




30









 




vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person or a combination thereof, or (ii) if a
limited liability company, partnership, association or other business entity, a
majority of the partnership or other similar ownership interest thereof is at
the time owned or controlled, directly or indirectly, by any Person or one or
more Subsidiaries of that Person or a combination thereof For purposes hereof,
a Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control any managing director or general partner of such limited
liability company, partnership, association or other business entity.




          “Transfer” means a sale, assignment or other transfer or disposition.




          “Warrants” means all outstanding warrants covering the purchase of
membership interests of EBG Holdings LLC.




          12. Miscellaneous.




          (a) Counterparts. This Agreement may be executed simultaneously in
two or more counterparts (including by facsimile or electronic transmission),
any one of which need not contain the signatures of more than one party, but
all such counterparts taken together shall constitute one and the same
Agreement.




          (b) Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of
this Agreement.




          (c) Remedies. Any Person having rights under any provision of this
Agreement shall be entitled to recover damages caused by reason of any breach
of any provision of this Agreement and to exercise all other rights granted by
law. Notwithstanding the foregoing, without limiting the obligations of any
holder of Registrable Securities under this Agreement, (i) in no event shall
any holder of Registrable Securities have a claim against any other holder of
Registrable Securities for taking any action or making any demand or failing to
take an action or make a demand that requires the consent of or that would be
taken at the request of other holders of Registrable Securities, (ii) no holder
of Registrable Securities shall have a cause of action or claim against the
Company for breach of this Agreement unless such action or claim is brought by
the New Astoria Majority Holders or the holders of a majority of the EBG
Investor Registrable Securities (in the case of a claim for damages or at law)
or 25% of the EBG Investor Registrable Securities (in the case of a claim for
injunctive or equitable relief), respectively, then outstanding (unless this
Agreement expressly requires a lesser percentage of such holders as a class to
agree to take an action, in which case such lesser percentage shall have the
right to bring such claim or cause of action) or (iii) in the event that such
provision of this Agreement deals with rights specifically granted to a
particular holder or Person (as opposed to a group of holders or a class of
holders), by such particular holder or Person. In no event shall holders of EBG
Investor Registrable Securities have any claim or cause of action for breach
of, or any right to require performance of, the Company’s obligations to cause
an IPO to occur if (x) the Company has not obtained financial statements with
respect to periods prior to the Closing Date that comply with Regulation S-X
and that are required to be included in the registration statement for the IPO
(so long as the Company has used it reasonable best efforts to obtain such
financial statements), (y) the accountants for the Company (and its
predecessor) and its Subsidiaries for periods prior to the Closing do not
provide a comfort letter or consent to inclusion of their financial statements
in the registration statement for the IPO (so long as the Company has used it
reasonable best efforts to obtain such financial statements) or (z) any holder
of EBG Investor Registrable Securities





31









 







materially breaches its obligations hereunder and such breach is a material
factor in the Company’s breach of its obligations.




          (d) Amendments and Waivers. Except as otherwise provided herein,
no modification, amendment or waiver of any provision of this Agreement shall
be effective against the Company or the holders of Registrable Securities
unless such modification, amendment or waiver is approved in writing by (i) the
Company and (ii) the holders of at least 75% of the Registrable Securities then
in existence; provided that no such amendment or action which
materially adversely affects any one holder of Registrable Securities, as such,
vis-a-vis the other holders of Registrable Securities, as such, shall be
effective against such holder without the prior written consent of such holder.
The failure of any party to enforce any of the provisions of this Agreement
shall in no way be construed as a waiver of such provisions and shall not
affect the right of such party thereafter to enforce each and every provision
of this Agreement in accordance with its terms.




          (e) Additional Parties. Except as otherwise described below, the
governing body of the Company shall be entitled, but not obligated, to allow
any purchaser of Common Stock from the Company (or securities or rights
convertible or exercisable into Common Stock) other than a Transferee of New
Astoria Registrable Securities or EBG Investor Registrable Securities (which
Transferees shall become holders of New Astoria Registrable Securities or EBG
Investor Registrable Securities, as applicable, and such Transferees shall be
required to execute a counterpart to this Agreement and become a party hereto
as a condition to such Transferee’s receipt of such securities), of the same
type and class as the New Astoria Registrable Securities and the EBG Investor
Registrable Securities, to execute a counterpart to this Agreement and become a
party hereto (each, an “Other Investor”), in which case the Common
Stock issued or issuable to any such Other Investor shall, except if such Other
Investor holds securities that meet the definition of “New Astoria Registrable
Securities” or “EBG Investor Registrable Securities” be deemed “Other
Registrable Securities” for purposes of this Agreement. Except as set forth in
this Section 10(e), the Company will not grant to any other Persons any
registration rights without the prior written consent of holders of 75% of the
Registrable Securities then outstanding.




          (f) Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
the purchasers or holders of any type of Registrable Securities are, except as
otherwise described herein, also for the benefit of, and enforceable by, any
subsequent holder of Registrable Securities. Notwithstanding the foregoing, in
order to obtain the benefit of this Agreement, any subsequent holder of
Registrable Securities must execute a counterpart to this Agreement, thereby
agreeing to be bound the terms hereof.




          (g) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.




          (h) Governing Law. The corporate law of the State of Delaware shall
govern all issues and questions concerning the relative rights of the Company
and its stockholders. All other issues and questions concerning the
construction, validity, interpretation and enforcement of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware. In furtherance of the foregoing,
the internal law of the State of Delaware shall control the interpretation and
construction of this Agreement (and all




32









 




schedules and exhibits hereto), even though under that jurisdiction’s choice of
law or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily apply.




          (i) Notices. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
to the recipient, sent to the recipient by reputable overnight courier service
(charges prepaid) or mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to holder of Registrable Securities at the address
indicated on the books and records of the Company and to the Company at its
principal executive office (to the attention of the Company’s president) or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.




          (j) Withdrawal. At any time following the IPO Holdback Period, a
holder of Registrable Securities (that together with its Affiliates) holds less
than 5% of the Company’s Common Stock on a fully-diluted basis and is not
otherwise an officer, director or employee of the Company may, upon written
notice to the Company, withdraw as a holder of Registrable Securities hereunder
and, upon the receipt by the Company of such notice, no longer be bound by any
of the rights or obligations set forth herein (other than those set forth in
Section 6 hereof, which provisions shall continue to apply).




          (k) Entire Agreement. Except as otherwise expressly set forth
herein, this Agreement embodies the complete agreement and understanding among
the parties and supersedes and preempts any prior understandings, agreements,
or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.




          (1) References to Equity Securities. Whenever there is a reference
to any series, class or type of equity securities (e.g., Class A Common and
Class B Common), such reference shall (including for purposes of the definition
of Common Stock) include a reference to any equity securities issued to the
holder thereof in respect of such securities in any merger, consolidation,
recapitalization, restructuring, exchange, conversion, stock spilt, stock
combination or other transaction.




          (m) Termination. The rights and obligations of the parties
hereunder shall automatically and without further action on the part of any
party hereto terminate on the earlier of (i) the date that all holders of
Registrable Securities, together with their Affiliates, are entitled to sell
Common Stock of the Company pursuant to Rule 144 without limitation under
applicable law and (ii) the date on which no party hereto owns Registrable
Securities; provided that no such termination shall limit the liability
of any party hereto for breach arising prior to such termination or any
obligations under any lock-up then in effect or with respect to a registration
then in process.




          (n) Certain Acknowledgments. By execution and delivery of this
Agreement, each holder of Stockholder Shares covenants and agrees that such
holder and such holder’s Stockholder Shares are subject to, and such holder
hereby consents to and shall comply with and be bound by the restrictions on
transfer and ownership set forth in, Article 5 of the Company’s Certificate of
Incorporation.




* * * * *




33









 








          IN WITNESS WHEREOF, the undersigned have executed this Investor
Rights Agreement as of the date first written above.




	 	 	 	 	 
	 	COMPANY:



US POWER GENERATING COMPANY

 	 
	 	By:  	/s/ Mark Sudbey
 	 
	 	 	Name:  	MARK SUDBEY 	 
	 	 	Title:  	President & COO 	 
	 



Signature Page to Investor Rights Agreement














 








	 	 	 	 	 
	 	NEW ASTORIA:



NEW ASTORIA GENERATING COMPANY 

HOLDINGS LLC.

 	 
	 	By:  	/s/ Mark Sudbey
 	 
	 	 	Name:  	MARK SUDBEY 	 
	 	 	Title:  	President & COO 	 
	 



Signature Page to Investor Rights Agreement




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 














 





	 	 	 	 	 
	 	NEW ASTORIA MEMBERS:



MADISON DEARBORN CAPITAL 

PARTNERS IV, L.P.

 	 
	 	By:  	Madison Dearborn Partners IV, L.P.
 	 
	 	 	Its:   General Partner 	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	Madison Dearborn Partners, L.L.C.
 	 
	 	 	Its: Genetal Partner 	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	                  /s/ Patrick Eilers
 	 
	 	 	Name:  	Patrick Eilers 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Investor Rights Agreement















 





	 	 	 	 	 
	 	HUNT GENERATION INVESTMENTS, L.P.

 	 
	 	By:  	HGI GP,L.L.C.
 	 
	 	 	Its: General Partner 	 
	 	 	 	 
	 	 	 	 	 
	 	By:  	                                    /s/ W. Kirk Baker
 	 
	 	 	Name:  	W. Kirk Baker 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Investor Rights Agreement




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 
















 





	 	 	 	 	 
	 

	 	/s/ Stanley Shuman
	 	 
	 

	 	 	 	 
	 

	 	Stanley Shuman	 	 






Signature Page to Investor Rights Agreement





 









 








	 	 	 	 	 	 	 
	 	 	JACOB WORENKLEIN AND CINDY

WORENKLEIN, AS TENANTS BY

THE ENTIRETY	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jacob Worenklein	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jacob Worenklein	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cindy Worenklein	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Cindy Worenklein	 	 






Signature Page to Investor Rights Agreement





 









 








	 	 	 	 	 
	 

	 	/s/ Jacob Worenklein
	 	 
	 

	 	 	 	 
	 

	 	Jacob Worenklein	 	 






Signature Page to Investor Rights Agreement





 









 








	 	 	 	 	 	 	 
	 	 	WORENKLEIN 2007 LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 /s/ Jacob Worenklein
	 	 
	 

	 	 	Name:	 Jacob Worenklein	 	 
	 

	 	 	Title:	 	 	 






Signature Page to Investor Rights Agreement






 









 








	 	 	 	 	 
	 

	 	/s/ Jeff Hunter
	 	 
	 

	 	 	 	 
	 

	 	Jeff Hunter	 	 






Signature Page to Investor Rights Agreement





 









 








	 	 	 	 	 
	 

	 	/s/ Mark Sudbey
	 	 
	 

	 	 	 	 
	 

	 	Mark Sudbey	 	 






Signature Page to Investor Rights Agreement






 









 








	 	 	 	 	 
	 

	 	/s/ Ian Nutt
	 	 
	 

	 	 	 	 
	 

	 	Ian Nutt	 	 






Signature Page to Investor Rights Agreement





 









 








	 	 	 	 	 
	 

	 	/s/ Craig Hart
	 	 
	 

	 	 	 	 
	 

	 	Craig Hart	 	 






Signature Page to Investor Rights Agreement




 









 








	 	 	 	 	 
	 

	 	/s/ Adam Allen
	 	 
	 

	 	 	 	 
	 

	 	Adam Allen	 	 






Signature Page to Investor Rights Agreement






 









 








	 	 	 	 	 
	 

	 	/s/ Robert Skladony
	 	 
	 

	 	 	 	 
	 

	 	Robert Skladony	 	 






Signature Page to Investor Rights Agreement





 









 








	 	 	 	 	 
	 

	 	/s/ Belinda Foxworth
	 	 
	 

	 	 	 	 
	 

	 	Belinda Foxworth	 	 






Signature Page to Investor Rights Agreement




 









 








	 	 	 	 	 
	 

	 	/s/ Liam Baker
	 	 
	 

	 	 	 	 
	 

	 	Liam Baker	 	 






Signature Page to Investor Rights Agreement









 









 








	 	 	 	 	 
	 

	 	/s/ David White
	 	 
	 

	 	 	 	 
	 

	 	David White	 	 






Signature Page to Investor Rights Agreement





 









 








	 	 	 	 	 
	 

	 	/s/ Wesley Kern
	 	 
	 

	 	 	 	 
	 

	 	Wesley Kern	 	 






Signature Page to Investor Rights Agreement






 









 








	 	 	 	 	 
	 

	 	EBG INVESTORS:
	 	 
	 
	 	 	 	 
	 

	 	See attached signature pages to
Consents and Letters of Transmittal	 	 






Signature Page to Investor Rights Agreement





 












 





1980448776








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



ALEXANDRA GLOBAL MASTER FUND LTD. 

BY: ALEXANDRA INVESTMENT MANAGEMENT

LLC (AS ADVISOR) 

 	 	Date:

4/9/07


Daytime Telephone:

 
	By:  	/s/ Gena Lovett
 	 	 
	 	Name:  	GENA LOVETT 	 	 
	 	Title:  	CHIEF OPERATING OFFICER 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	15,000	 	 	 	 	 	 	 	 	 	15,000	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1980469651








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



ANCHORAGE CAPITAL MASTER OFFSHORE II, LTD





 	 	Date:

3 APRIL 2007


Daytime Telephone:

  
	By:  	/s/ Kevin Ulrich
 	 	 
	 	Name:  	KEVIN ULRICH 	 	 
	 	Title:  	DIRECTOR 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	177,917	 	 	 	 	—	 	 	 	 	177,917	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





9000000010








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



BASSO FUND LTD. 



 

 	 	Date:

4/5/2007


Daytime Telephone:

  
	By:  	/s/ Howard I. Fischer
 	 	 
	 	Name:  	Howard I. Fischer 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	 	 	 	 	 	2,084	 	 	 	 	2,084	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 









 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



BARRY F. SULLIVAN





 	 	Date:

3/22/07


Daytime Telephone:

  
	By:  	/s/ Barry F. Sullivan
 	 	 
	 	Name:  	BARRY F. SULLIVAN 	 	 
	 	Title:  	(Illegible) 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	29,108	 	 	 	 	0	 	 	 	 	29,108	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

VP




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

CHARLES J. KRALOVEC




(Address
of Guarantor Firm):

50 S. LA SALLE ST.

CHICAGO, IL 60603








6











 





1980386046








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



BASSO MULTI-STRATEGY 

HOLDING FUND LTD.

 

 	 	Date:

4/5/2007


Daytime Telephone:

  
	By:  	/s/ Howard I. Fischer
 	 	 
	 	Name:  	Howard I. Fischer 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	 	 	 	 	 	18,760	 	 	 	 	18,760	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





9000000038








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Battery Park High Yield Long/Short  Fund LTD 





 	 	Date:

4/5/07


Daytime Telephone:


	By:  	/s/ David Crall
 	 	 
	 	Name:  	David Crall 	 	 
	 	Title:  	Portfolio Manager 	 	 
	 









2. UNITS SURRENDERED



List below
the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	3,613	 	 	 	 	 	 	 	 	 	3,613	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee): 

Director




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

Ilene Fine




(Address of Guarantor Firm):

2 WFC

Building B, 19 Floor

NY, NY








6








 





1980370123








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Battery Park High Yield Opp Master Fund LTD 





 	 	Date:

4/5/07


Daytime Telephone:


	By:  	/s/ David Crall
 	 	 
	 	Name:  	David Crall 	 	 
	 	Title:  	Portfolio Manager 	 	 
	 









2. UNITS SURRENDERED



List below
the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	6,412	 	 	 	 	 	 	 	 	 	6,412	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee): 

Director




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

Ilene Fine




(Address of Guarantor Firm):

2 WFC

Building B, 19th Floor

NY, NY








6








 





1133299429








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Bear, Steaens & Co, Inc.





 	 	Date:

4/4/07


Daytime Telephone:


	By:  	/s/ Jonathan Weiss
 	 	 
	 	Name:  	Jonathan Weiss 	 	 
	 	Title:  	Senior Managing Director 	 	 
	 









2. UNITS SURRENDERED



List below
the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	255,517	 	 	 	 	 	 	 	 	 	255,517	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





9000066019








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Boston Generating offshare Holdings Ltd 





 	 	Date:

4/10/07


Daytime Telephone:


	By:  	/s/ Wayne Teetsel
 	 	 
	 	Name:  	Wayne Teetsel 	 	 
	 	Title:  	Director 	 	 
	 









2. UNITS SURRENDERED



List below
the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	3,188	 	 	 	 	 	 	 	 	 	3,188	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):

VP




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

(Illegible)




(Address of Guarantor Firm):

605, 311 Ave

New York NY 10158








6











 





1203559997








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Boston Harbor Power, LLC

BY: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., ITS SOLE MEMBER

BY: HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, LLC, ITS INVESTMENT MANAGER 

 	 	Date:

4/18/07


Daytime Telephone:


	By:  	/s/ Charles D. Miller
 	 	 
	 	Name:  	CHARLES D. MILLER 	 	 
	 	Title:  	VP. 	 	 
	 









2. UNITS SURRENDERED



List below
the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	30,000	 	 	 	 		 	 	 	 		 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1133979698








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



CASTLERIGG PARTNERS, L.P. 



 

 	 	Date:

4/5/07


Daytime Telephone:


	By:  	/s/
Tim O’Brien
 	 	 
	 	Name:  	Tim O’Brien 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	78,383	 	 	 	 	—	 	 	 	 	78,383	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address
of Guarantor Firm):

1221 AVENUE OF AMERICAS

NEW YORK, NY 10020









6











 





1201259708








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Cedarview EBG Holdings, Ltd 





 	 	Date:

4/9/07


Daytime Telephone:


	By:  	/s/ Bucton Weinstein
 	 	 
	 	Name:  	Bucton Weinstein 	 	 
	 	Title:  	Managing Partner 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	8,304	 	 	 	 	 	 	 	 	 	8,304	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





9000000042








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



(Illegible)





 	 	Date:




Daytime Telephone:
	By:  	/s/ Bucton Weinstein
 	 	 
	 	Name:  	Bucton Weinstein 	 	 
	 	Title:  	Managing Partner 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	1,307	 	 	 	 	 	 	 	 	 	1,307	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1205243775








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



CGDO, LLC 

By: Chilton Investment Company, LLC,

       as managing member

 	 	Date:

4/9/07


Daytime Telephone:
	By:  	/s/ James Steinthal
 	 	 
	 	Name:  	James Steinthal 	 	 
	 	Title:  	Managing Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	68,500	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1980343829








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Clinton Multi Strategy Master Fund Ltd. 



 

 	 	Date:

4/10/07


Daytime Telephone:
	By:  	/s/ David Spring
 	 	 
	 	Name:  	David Spring 	 	 
	 	Title:  	Director & Operations 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	50,000	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





9000000020








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



CMI HOLDINGS INVESTMENTS LTD. 



 

 	 	Date:

4/5/07


Daytime Telephone:
	By:  	/s/
Tim O’Brien
 	 	 
	 	Name:  	Tim O’Brien 	 	 
	 	Title:  	Chief financial Officer of Sandell Asset Management Corp., as Investment Manager to CMI HOLDINGS INVESTMENTS LTD. 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	552,587	 	 	 	 	—	 	 	 	 	552,587	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address
of Guarantor Firm):

1221 AVENUE OF AMERICAS

NEW YORK, NY 10020








6











 





1133901308








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



CREDIT SUISSE CAPITAL FUNDING, INC. 





 	 	Date:

4/9/07


Daytime Telephone:
	By:  	/s/ Robert Healey
 	 	 
	 	Name:  	Robert Healey 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	15,125	 	 	 	 	—	 	 	 	 	15,125	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1131898818








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



CREDIT SUISSE SECURITIES (USA) LLC 





 	 	Date:

4/9/07


Daytime Telephone:
	By:  	/s/ Robert Healey
 	 	 
	 	Name:  	Robert Healey 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	—	 	 	 	 	132,084	 	 	 	 	132,084	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1010577802








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



D.E. Shaw Laminar Portfolios, L.L.C. 



 

 	 	Date:

April 9, 2007


Daytime Telephone:
	By:  	/s/ Joel F. Wolf
 	 	 
	 	Name:  	Joel F. Wolf 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	3,593	 	 	 	 	-0-	 	 	 	 	3,593	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

BUSINESS SPECIALIST




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

THAKUR TILHOO




(Address
of Guarantor Firm):

1185 AVE. OF THE AMERICAS

NEW YORK NY 10036








6











 





1188446713








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



David L. Tohir 





 	 	Date:

03/22/07


Daytime Telephone:
	By:  	/s/ David L. Tohir
 	 	 
	 	Name:  	David L. Tohir 	 	 
	 	Title:  	 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	24,258	 	 	 	 	0	 	 	 	 	24,258	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

(Illegible)




(Address
of Guarantor Firm):

(Illegible)








6











 





1133553005








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



DB Holdings (New York), Inc.





 	 	Date:

April 9, 2007


Daytime Telephone:


	By:  	/s/ Claudia Roda
 	 	 
	 	Name:  	CLAUDIA RODA 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 



	 	 	 	 	 
	By:  	/s/ Edward Schaffer
 	 	 
	 	Name:  	Edward Schaffer 	 	 
	 	Title:  	Vice President 	 	 
	 










2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	—	 	 	 	 	273	 	 	 	 	273	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):





(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):

Please send by

Overnight Courier:

The Bank of New York

1845 Maxwell, Suite 101

Troy, MI 48084

Attn: David Fiedrick

Tel: (248) 614-9346




















 





1132944988








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



DEUTSCHE BANK AG LONDON BRANCH





 	 	Date:

4/9/07


Daytime Telephone:


	By:  	/s/ Raymond G. Olth
 	 	 
	 	Name:  	Raymond G. Olth 	 	 
	 	Title:  	Director 	 	 
	 



	 	 	 	 	 
	By:  	/s/ Andrea Leung
 	 	 
	 	Name:  	ANDREA LEUNG 	 	 
	 	Title:  	MANAGING DIRECTOR 	 	 
	 










2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	 	 	 	 	 	77.00000 UNITS	 	 	 	 	77.00000 UNITS	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):

DIRECTOR




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

JAMES DUFFY




(Address of Guarantor Firm):

60 WALL STREET

NEW YORK, NY 10005








6











 





1132730828








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Deutsche Bank Securities Inc. 





 	 	Date:

April 9, 2007


Daytime Telephone:


	By:  	/s/ Scott G. Martin
 	 	 
	 	Name:  	Scott G. Martin 	 	 
	 	Title:  	Managing Director 	 	 
	 



	 	 	 	 	 
	By:  	/s/ John Shippee
 	 	 
	 	Name:  	John Shippee 	 	 
	 	Title:  	Managing Director 	 	 
	 










2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	94	 	 	 	 	—	 	 	 	 	94	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Epic Distressed Debt Holdings, Inc 





 	 	Date:

3/26/07


Daytime Telephone:


	By:  	/s/ James Duplessie
 	 	 
	 	Name:  	James Duplessie 	 	 
	 	Title:  	Officer 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	 	 	 	 	 	219	 	 	 	 	219	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Service Officer




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





9000000008








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



EX ORBIT GROUP, Ltd. 





 	 	Date:

4 April 07


Daytime Telephone:


	By:  	/s/  Simon Raykher
 	 	 
	 	Name:  	Simon Raykher 	 	 
	 	Title:  	Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	12,459	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1980482744








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



GK DEBT OPPORTUNITY, LTD.

By GK Capital, LLC, Its Investment Manager



 	 	Date:

April 9, 2007


Daytime Telephone:


	By:  	/s/ Stuart R. Kovensky
 	 	 
	 	Name:  	Stuart R. Kovensky 	 	 
	 	Title:  	Managing Member 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	6,587	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Bank Manager




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

(Illegible)




(Address
of Guarantor Firm):

750 E Palisade Ave

Englewood Cliffs NJ 07632








6











 





1016231432








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



GMAM Investment Funds Trust II 

By: Murray Capital Management, Inc.,

        its agent


 	 	Date:

March 28, 2007


Daytime Telephone:

 
	By:  	/s/ Scott V. Beechert
 	 	 
	 	Name:  	Scott V. Beechert 	 	 
	 	Title:  	General Counsel & Chief Compliance Officer 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	18,899	 	 	 	 	 	 	 	 	 	18,899	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Assistant Vice President




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

STEVEN FALCONER




(Address
of Guarantor Firm):

Two World Financial Center

225 Liberty Street, 24th Floor

New York, NY 10281








6











 





1135108880








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Goldman, Sachs & Co 





 	 	Date:

4/10/07


Daytime Telephone:

 
	By:  	/s/ Albert Dombrowski
 	 	 
	 	Name:  	Albert Dombrowski 	 	 
	 	Title:  	Managing Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	95,838	 	 	 	 	 	 	 	 	 	95,838	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Brent Watson 

Vice President




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1760789351








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Grand Central Asset Trust, STK Series





 	 	Date:

April 11, 2007


Daytime Telephone:

 
	By:  	/s/ Jason Muelver
 	 	 
	 	Name:  	Jason Muelver 	 	 
	 	Title:  	Attorney-in-fact 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	15,011,500.00	 	 	 	 	 	 	 	 	 	15,011,500.00	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1061348825








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Greenwich International, Ltd. 





 	 	Date:

4/4/2007


Daytime Telephone:

 
	By:  	/s/ Michael Cacouris
 	 	 
	 	Name:  	Michael Cacouris 	 	 
	 	Title:  	Managing Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	70,103	 	 	 	 	0	 	 	 	 	70,103	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Vice President




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

Jennifer John




(Address
of Guarantor Firm):

JPMORGAN CHASE BANK, N.A.

4 NEW YORK PLAZA, 11TH FLOOR

OUTSOURCING DEPT.

NEW YORK, NY  10004

ATTN: JENNIFER JOHN









6











 






1470877754








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Gaggenheim Portfolio Company X, LLC





 	 	Date:

3/21/2007


Daytime Telephone:

 
	By:  	/s/ John C. Grizzetti
 	 	 
	 	Name:  	John C. Grizzetti 	 	 
	 	Title:  	CFO 	 	 
	 









2. UNITS APPROVING THE RESOLUTIONS SET FORTH ABOVE



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	8,857	 	 	 	 	 	 	 	 	 	8,857	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):

MANAGING DIRECTOR




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

JEFFREY BRUCE




(Address
of Guarantor Firm):

1230, Sixth Ave.

NY, NY 10020








6











 






1986058658








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



HFR DS Restoration Master Trust





 	 	Date:

03/22/2007


Daytime Telephone:

 
	By:  	/s/ Pamela M Lawrence
 	 	 
	 	Name:  	Pamela M Lawrence 	 	 
	 	Title:  	Manager 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	2,625	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 






1980456942








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Institutional Benchmark Series

(Master Feeder) Ltd., solely in respect of the [illegible] Series

By: Murray Capital Management. Inc., as agent

 	 	Date:

March 28, 2007


Daytime Telephone:

 
	By:  	/s/ Scott V. Beechert
 	 	 
	 	Name:  	Scott V. Beechert 	 	 
	 	Title:  	General Counsel & Chief Compliance Officer 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	2,918	 	 	 	 	 	 	 	 	 	2,918	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 






1133379014








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



J.P. Morgan Securities Inc.





 	 	Date:

04/06/2007


Daytime Telephone:

 
	By:  	/s/ Robert H. Milam
 	 	 
	 	Name:  	ROBERT H. MILAM 	 	 
	 	Title:  	AUTHORIZED SIGNATORY 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	70,624	 	 	 	 	 	 	 	 	 	70,624	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):

Authorized Signatory




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

Andrew Opel




(Address of Guarantor Firm):

270 Park Avenue

New York, NY 10017








6











 






1980458560








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Kenmont Special Opportunities Master Fund, L.P.





 	 	Date:

4/13/07


Daytime Telephone:

 
	By:  	/s/ John T. Harkrider
 	 	 
	 	Name:  	JOHN T. HARKRIDER 	 	 
	 	Title:  	Managing Director & CFO 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	 	 	 	 	 	9,133	 	 	 	 	9,133	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):

SENIOR VICE PRESIDENT




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

JIM LYKES




(Address of Guarantor Firm):

4400 POST OAK PARKWAY

HOUSTON, TX 77027








6











 





1203146294








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



K ROAD BG LLC 





 	 	Date:

MARCH 19, 2007


Daytime Telephone:
	By:  	/s/ William Kriegel
 	 	 
	 	Name:  	WILLIAM KRIEGEL 	 	 
	 	Title:  	MANAGING MEMBER 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	410,961	 	 	 	 	—	 	 	 	 	410,961	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1133216325








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



LEHMAN BROTHERS HOLDINGS INC 





 	 	Date:

4/5/07


Daytime Telephone:
	By:  	/s/ David J. Donnelly
 	 	 
	 	Name:  	DAVID J. DONNELLY 	 	 
	 	Title:  	AUTHORIZED SIGNATORY 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	 	 	 	 	 	3500	 	 	 	 	3500	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



LEHMAN BROTHERS INC 





 	 	Date:

4/5/07


Daytime Telephone:
	By:  	/s/
Illegible
 	 	 
	 	Name:  	Illegible 	 	 
	 	Title:  	VICE PRESIDENT  	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	52,130	 	 	 	 	3500	 	 	 	 	55,630	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1132518466








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



LEHMAN BROTHERS INC 





 	 	Date:

4/5/07


Daytime Telephone:
	By:  	/s/
Illegible
 	 	 
	 	Name:  	Illegible 	 	 
	 	Title:  	VICE PRESIDENT  	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	52,130	 	 	 	 	 	 	 	 	 	52,130	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1731673546








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



(Illegible) Capital Partners (QP), L.P. 





 	 	Date:

4/4/07


Daytime Telephone:
	By:  	/s/ Vladimir Jelisavcic
 	 	 
	 	Name:  	Vladimir Jelisavcic 	 	 
	 	Title:  	Member of (Illegible) Management LLC, the General Partner 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	29,003	 	 	 	 	—	 	 	 	 	29,003	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Assistant Vice President




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

Linda Simeone




(Address
of Guarantor Firm):

1166 Avenue of the Americas 

New York, NY 10036








6











 





1980216855








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Longaure Master Fund Ltd. 





 	 	Date:

4/4/07


Daytime Telephone:

 
	By:  	/s/ Vladimir Jelisavcic
 	 	 
	 	Name:  	Vladimir Jelisavcic 	 	 
	 	Title:  	Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	126,585	 	 	 	 	—	 	 	 	 	126,585	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Assistant Vice President




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

Linda Simeone




(Address
of Guarantor Firm):

1166 Avenue of the Americas 

New York, NY 10036








6











 





1134136147








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Mason Capital, LP 





 	 	Date:

3/21/2007


Daytime Telephone:

 
	By:  	/s/ John C. Grizzetti
 	 	 
	 	Name:  	John C. Grizzetti 	 	 
	 	Title:  	CFO 	 	 
	 









2.
UNITS APPROVING THE RESOLUTIONS SET FORTH ABOVE



List below
the number of EBG Units to which this Consent and Letter of
Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own
such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	28,864	 	 	 	 	 	 	 	 	 	28,864	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

MANAGING DIRECTOR




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

JEFFREY BRUCE




(Address
of Guarantor Firm):

1230 SIXTH, AVE

NY NY 10020








6











 





9000000034








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Mason Capital, Ltd. 





 	 	Date:

3/21/2007


Daytime Telephone:

 
	By:  	/s/ John C. Grizzetti
 	 	 
	 	Name:  	John C. Grizzetti 	 	 
	 	Title:  	CFO 	 	 
	 









2. UNITS APPROVING THE RESOLUTIONS SET FORTH ABOVE



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own
 such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	73,657	 	 	 	 	 	 	 	 	 	73,657	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

MANAGING DIRECTOR




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

JEFFREY BRUCE




(Address
of Guarantor Firm):

1230 SIXTH, AVE

NY NY 10020








6











 





1980491903








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Mason Sunnyside Credit Master Fund, Ltd. 





 	 	Date:

3/21/2007


Daytime Telephone:

 
	By:  	/s/ John C. Grizetti
 	 	 
	 	Name:  	John C. Grizetti 	 	 
	 	Title:  	CFO 	 	 
	 









2. UNITS APPROVING THE RESOLUTIONS SET FORTH ABOVE



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own
 such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	12,000	 	 	 	 	 	 	 	 	 	12,000	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

MANAGING DIRECTOR




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

JEFFREY BRUCE




(Address
of Guarantor Firm):

1230 SIXTH AVE

NY NY 10020









6











 





VT041707      
1132655998








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



MORGAN STANLEY & CO INCORPORATED 





 	 	Date:

04/13/07


Daytime Telephone:

 
	By:  	/s/ Dan M. Allan
 	 	 
	 	Name:  	Dan M. Allan 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	78,495	 	 	 	 	0	 	 	 	 	78,495	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

EXECUTIVE DIRECTOR




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

PERREN WONG




(Address
of Guarantor Firm):

1585 BROADWAY

NEW YORK, NY 10036









6











 






 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Owl Creek II, L.P.





 	 	Date:

4/3/07


Daytime Telephone:

 
	By:  	/s/ Dan Sapadin
 	 	 
	 	Name:  	Dan Sapadin 	 	 
	 	Title:  	CFO 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	44,570	 	 	 	 	 	 	 	 	 	44,570	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 






1980427003








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Owl Creek Overseas Fund, Ltd.





 	 	Date:

4/3/07


Daytime Telephone:

 
	By:  	/s/ Dan Sapadin
 	 	 
	 	Name:  	Dan Sapadin 	 	 
	 	Title:  	CFO 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	82,830	 	 	 	 	 	 	 	 	 	82,830	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 






1202381369








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



PARA OMNIBUS LLC





 	 	Date:

4/5/07


Daytime Telephone:

 
	By:  	/s/ Ronald Ray
 	 	 
	 	Name:  	RONALD RAY 	 	 
	 	Title:  	AUTHORIZED PERSON 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	19,500	 	 	 	 	—	 	 	 	 	19,500	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):

SENIOR MANAGING DIRECTOR




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

BEAR, STEARNS

SECURITIES CORP.




(Address of Guarantor Firm):

1 METROTECH CENTER NORTH

BROOKLYN, NY 11201








6











 






9000000035








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



ReCop International (BVI) Ltd.

By: Murray Capital Management, Inc.,

       its agent




 	 	Date:

March 28, 2007


Daytime Telephone:

 
	By:  	/s/ Scott V. Beechert
 	 	 
	 	Name:  	Scott V. Beechert 	 	 
	 	Title:  	General Counsel & Chief Compliance Officer 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	7,183	 	 	 	 	 	 	 	 	 	7,183	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 






1752926911








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Restoration Holdings Ltd.





 	 	Date:

03/22/2007


Daytime Telephone:

 
	By:  	/s/ Pamela M. Lawrence
 	 	 
	 	Name:  	Pamela M. Lawrence 	 	 
	 	Title:  	Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	23,821	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1134119518








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Satellite Senior Income Fund, LLC 

BY SATELLITE ASSET MANAGEMENT, L.P.

ITS INVESTMENT MANAGER

 	 	Date:

4 Apr 07


Daytime Telephone:


	By:  	/s/ Simon Raykher
 	 	 
	 	Name:  	Simon Raykher 	 	 
	 	Title:  	General Counsel 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	83,336	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Scottwood Fund LTD 





 	 	Date:

3/20/07


Daytime Telephone:


	By:  	/s/ Edward Perlman
 	 	 
	 	Name:  	Edward Perlman 	 	 
	 	Title:  	Managing Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	34,000	 	 	 	 	0	 	 	 	 	34,000	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





900000000090








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Scottwood Fund LTD 





 	 	Date:

3/20/07


Daytime Telephone:


	By:  	/s/ Edward Perlman
 	 	 
	 	Name:  	Edward Perlman 	 	 
	 	Title:  	Managing Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	30,000	 	 	 	 	 	 	 	 	 	30,000	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address
of Guarantor Firm):

EBG (Fund)

Record Date 3/19/07








6











 





9000000032








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Seneca Capital International Ltd 





 	 	Date:

4/9/07


Daytime Telephone:


	By:  	/s/ Douglas Hirsch
 	 	 
	 	Name:  	Douglas Hirsch 	 	 
	 	Title:  	Managing Member 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	19,484	 	 	 	 	 	 	 	 	 	19,484	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

VICE PRESIDENT




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

CAROLYN D. SMILOWITZ




(Address of Guarantor Firm):








6











 





1133859243








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Seneca Capital LP 





 	 	Date:

4/9/07


Daytime Telephone:


	By:  	/s/ Douglas Hirsch
 	 	 
	 	Name:  	Douglas Hirsch 	 	 
	 	Title:  	Managing Member 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	8,491	 	 	 	 	 	 	 	 	 	8,491	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

VICE PRESIDENT




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

CAROLYN D. SMILOWITZ




(Address of Guarantor Firm):








6











 





9000000037








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Sigma Capital Associates, LLC 

By: Sigma Capital Management, LLC

Its Agent & Attorney-in-fact

 	 	Date:

040907


Daytime Telephone:


	By:  	/s/ Illegible
 	 	 
	 	Name:  	Illegible 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	43,300	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





9000000018








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Sigma Cayman, Ltd. 





 	 	Date:

040907


Daytime Telephone:


	By:  	/s/ Illegible
 	 	 
	 	Name:  	Illegible 	 	 
	 	Title:  	Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	61,701	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1260001173








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



SPCP GROUP, LLC 





 	 	Date:

4/9/2007


Daytime Telephone:


	By:  	/s/
Rich Petalli
 	 	 
	 	Name:  	Rich Petalli 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	 	 	 	 	 	5,424	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Manager




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

Frederick Corsantino, Jr




(Address
of Guarantor Firm):

Citi Private Bank

666 Fifth Ave

6th Fl

New York, NY 10103








6











 





1133982121








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Stonehill Institutional Partners, LP 

By: Stonehill General Partner, LLC



 	 	Date:

4/10/07


Daytime Telephone:


	By:  	/s/ Wayne Teetsel
 	 	 
	 	Name:  	Wayne Teetsel 	 	 
	 	Title:  	Managing Member 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	696	 	 	 	 	 	 	 	 	 	696	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

VP




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

(Illegible)




(Address
of Guarantor Firm):

(Illegible)








6











 





1203658601








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



SVMF3, LLC 

BY: STRATEGIC VALUE PARTNERS, LLC, IT’S MANAGER



 	 	Date:

4/5/07


Daytime Telephone:


	By:  	/s/ James L. Varley
 	 	 
	 	Name:  	James L. Varley 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	63,787	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

Vice President




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

Lorl Forbes




(Address
of Guarantor Firm):

State Street Trust Company Canada

Suite 800

30 Adelaide Street East

Toronto, Ontario

M5C 3G6









6











 







1200151596








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Taconic Capital Partners (Illegible)





 	 	Date:

4/4/07


Daytime Telephone:


	By:  	/s/
Josh Miller
 	 	 
	 	Name:  	Josh Miller 	 	 
	 	Title:  	Principal 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	23,852	 	 	 	 	 	 	 	 	 	23,852	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 






1086424888








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



The Client 2177 Living Trust





 	 	Date:

3/21/2007


Daytime Telephone:


	By:  	/s/ John C. Grizzetti
 	 	 
	 	Name:  	John C. Grizzetti 	 	 
	 	Title:  	CFO 	 	 
	 









2.
UNITS APPROVING THE RESOLUTIONS SET FORTH ABOVE



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own
such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	194	 	 	 	 	 	 	 	 	 	194	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):

MANAGING DIRECTOR




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

JEFFREY BRUCE




(Address of Guarantor Firm):

1230 SIXTH AVE

NY NY 10020








6











 






 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



The Raptor Global Portfolio Ltd.

By: Todor Investment Corp



 	 	Date:

4/5/07


Daytime Telephone:


	By:  	/s/ John R. Torell
 	 	 
	 	Name:  	John R. Torell 	 	 
	 	Title:  	Chief Financial Officer 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	161,707	 	 	 	 	 	 	 	 	 	161,707	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 






 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



The Tudor BVI Global Portfolio Ltd.

By: Tudor Investment Corporation



 	 	Date:

4/5/07


Daytime Telephone:


	By:  	/s/ John R. Torell
 	 	 
	 	Name:  	John R. Torell 	 	 
	 	Title:  	Chief Financial Officer 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	32,108	 	 	 	 	 	 	 	 	 	32,108	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 






1980374794








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



TQA Special Opportunities Master Fund Ltd.





 	 	Date:

3/20/07


Daytime Telephone:


	By:  	/s/ Illegible
 	 	 
	 	Name:  	(Illegible) 	 	 
	 	Title:  	Director 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	2000	 	 	 	 	 	 	 	 	 	2000	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





2010577802








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Trade Claim Acquisition, L.L.C. 





 	 	Date:

April 9, 2007


Daytime Telephone:


	By:  	/s/ Joel F. Wolf
 	 	 
	 	Name:  	Joel F. Wolf 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	-0-	 	 	 	 	672	 	 	 	 	672	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of
Officer Signing this Guarantee): 

BUSINESS SPECIALIST




(Name of
Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)

THAKUR TILHOO




(Address
of Guarantor Firm):

1185 AVE. OR THE AMERICAS

NEW YORK NY 10036









6











 





 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



Tudor Proprietary Trading, L.L.C. 





 	 	Date:

4/5/07


Daytime Telephone:


	By:  	/s/ John R. Torell
 	 	 
	 	Name:  	John R. Torell 	 	 
	 	Title:  	Chief Financial Officer 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	17,295	 	 	 	 	 	 	 	 	 	17,295	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1204574857








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



VARDE BG, LLC 





 	 	Date:




Daytime Telephone:


	By:  	/s/ Illegible
 	 	 
	 	Name:  	(Illegible) 	 	 
	 	Title:  	Vice President 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	222,620	 	 	 	 	 	 	 	 	 	 	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





 








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



WILLIAM KRIEGEL 





 	 	Date:

MARCH 19, 2007


Daytime Telephone:


	By:  	/s/ William Krielel
 	 	 
	 	Name:  	William Kriegel 	 	 
	 	Title:  	 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	72,772	 	 	 	 	—	 	 	 	 	72,772	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 





1556872891








1. PLEASE SIGN HERE



Signature: This form must be signed by the registered EBG Member exactly as the name of the
registered EBG Member appears in EBG’s register of EBG Members or by person(s) authorized to sign
on behalf of the registered EBG Member by documents transmitted herewith.




	 	 	 	 	 
	Name of EBG Member: 



WILLIAM KRIELEL, AS NOMINEE 





 	 	Date:

MARCH 19, 2007


Daytime Telephone:


	By:  	/s/ William Krielel
 	 	 
	 	Name:  	William Krielel 	 	 
	 	Title:  	Nominee 	 	 
	 









2. UNITS SURRENDERED



List below the number of EBG Units to which this Consent and Letter of Transmittal relates. If the
space provided is inadequate, the number of EBG Units should be listed on a separate and signed
schedule attached hereto.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	CLASS A	 	 	CLASS B	 	 	TOTAL
	 	 	 	 	 	 	 	 	 	 
	Number of EBG Units you own and are
transmitting, such number of EBG Units
hereby approving the resolutions set
forth above
	 	 	 	57,634	 	 	 	 	—	 	 	 	 	57,634	 











3. SIGNATURE GUARANTEE MEDALLION




Your signature(s) in Box 1 must be medallion guaranteed below.




(Title of Officer Signing this Guarantee):




(Name of Guarantor — Please Print): (SIGNATURE GUARANTEED STAMP)




(Address of Guarantor Firm):








6











 



SCHEDULE
A



New
Astoria Members


Madison
Dearborn Capital Partners IV, L.P. 

Hunt Generation Investments, L.P.

Stanley Shuman 

Jacob Worenklein and Cindy Worenklein, as tenants by the entirety

Jacob Worenklein

Worenklein 2007 LLC

Jeff Hunter

Mark Sudbey

Ian Nutt

Craig Hart

Adam Allen

Robert Skladony

Belinda Foxworth

Liam Baker

David White

Wesley Kern






 



SCHEDULE
B



EBG
Investors



See the
Company’s records.