with a copy (which shall not constitute notice) to:         Clifford Chance US LLP    31 West 52nd Street    New York, New York 10019    Facsimile No.: 212-878-8375    Attention: G. David Brinton    Email: david.brinton@cliffordchance.com     (b) If to any of the Noteholders, at the registered mailing address, e-mail address orfacsimile number of such Noteholder set forth on the books and records of the Company (orits transfer agent) (or such other address of such Noteholder as such Noteholder maysubsequently notify in writing to the Issuer).”Any notices, requests, consents and other communications given hereunder as provided above shall bedeemed delivered (i) if sent by hand, courier or overnight delivery services, when delivered, (ii)if sent by certified or registered mail, return receipt requested, with appropriate postageprepaid, three (3) days after being deposited in the U.S. mail or (iii) if sent by facsimile ore-mail, when sent.     **Terms and Conditions of the Notes****.**     2. The following definitions are hereby added to Section 1 (Definitions) of Schedule 2 to theNote Purchase Agreement, Part B: Terms and Conditions of the Subordinate PIK Notes (the “Terms andConditions”):     “Ashmore” means the Ashmore Funds and their Affiliates.     “Ashmore Funds” means each of Ashmore Emerging Markets Debt and Currency Fund Limited,SEB Institutionel Ashmore Emerging Market Bonds, Ashmore Global Opportunities Ltd., Ashmore GrowingMulti Strategy Fund Limited, Ashmore Emerging Markets Global Investment Portfolio Limited, AssetHolder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio, AshmoreEmerging Markets Debt Fund, Stichting Bedrijstakpensioenfonds voor de Metalektro and Ashmore SICAVEmerging Markets Debt Fund.     “Ashmore Notes” shall have the meaning set forth in Section 5(f)(iv).     “Option Agreement” means the Option Agreement attached hereto as Exhibit A.     “Options” shall have the meaning set forth in Section 5(f)(ii).     “Other Noteholders” means, for purposes of Section 5(f)(iii)(z), the Noteholders otherthan Ashmore.     “Selling Ashmore Noteholder” shall have the meaning set forth in Section 5(f)(iv).     “Tag-Along Notice” shall have the meaning set forth in Section 5(f)(iv)(A).     “Tag-Along Notice of Election” shall have the meaning set forth in Section5(f)(iv)(C).     “Tag-Along Period” shall have the meaning set forth in Section 5(f)(iv)(B).
 

 
     “Tag-Along Right” shall have the meaning set forth in Section 5(f)(iv).     “Transfer Certificate” means the Transfer Certificate attached hereto as ExhibitB.”     3. Section 5(f) of the Terms and Conditions is hereby amended and restated in its entirety asfollows:     “(f) *Purchase*: Neither the Issuer nor any of its subsidiaries may at any time purchase Notesin the open market or otherwise at any price, provided, however, that the Issuerand its subsidiaries may:          (i) redeem the Notes as provided herein;          (ii) issue options entitling Noteholders to exchange their Notes for equity securities of theCompany (“Options”) and acquire Notes in exchange for equity securities of the Company uponthe exercise of such Options, in each case, on the terms and conditions set forth in the OptionAgreement;          (iii) purchase Notes in the open market for cash, so long as (x) such Notes are purchased at aprice that is less than 100% of the then outstanding principal amount thereof plus the amount ofany accrued and unpaid interest thereon, (y) at the time of the purchase, and after giving effectthereto, the Company has an amount of unrestricted cash and/or cash equivalents which when added toany undrawn amounts available for borrowing under any of the Company’s revolving lines of creditequals or exceeds US$100,000,000, and (z) the purchased Notes are immediately retired and cancelledand may not be reissued by the Company; and          (iv) if the Company agrees to purchase Notes (the “Ashmore Notes”) from Ashmore (a“Selling Ashmore Noteholder”) the Company shall as a further condition (i.e., in additionto the conditions set forth in clause (iii) above which must also be complied with in connectionwith any such purchase) to the consummation of any such purchase, offer to each Other Noteholder atag-along right (“Tag-Along Right”) to sell a pro-rata portion of the Notes held by anysuch Other Noteholder to the Company, at the same price and on the same terms and conditions as theproposed purchase from the Selling Ashmore Noteholder.               (A) With respect to any sale to which this Section 5(f)(iv) applies, the Company shall send awritten notice (the “Tag-Along Notice”) to each of the Other Noteholders (1) specifying theaggregate principal amount of Notes offered for sale by the Selling Ashmore Noteholder, the amountof interest accruing, but not including, the anticipated closing date of the sale (“AccruedInterest”), the aggregate purchase price therefor, the anticipated closing date, the totalamount of funds determined to be available by the Company for the purchase of the Ashmore Notes andany Notes to be sold by the Other Noteholders pursuant to their Tag-Along Right and a summary ofthe other material terms and conditions of the offer, and (2) offering to purchase a pro-rataportion of their Notes on the same terms and conditions (including price) as the proposed purchasefrom the Selling Ashmore Noteholder.               (B) The Other Noteholders shall have a period (such period, the “Tag-Along Period”) of3 Business Days (or such longer period as may be required by law) after the delivery of theTag-Along Notice in which to determine to exercise their Tag-Along Rights.               (C) The Tag-Along Right may be exercised in whole or in part at the option of each of theOther Noteholders. Notice of an Other Noteholder’s intention to exercise its Tag-Along Right, inwhole or in part, shall be evidenced in writing (the “Tag-Along Notice of Election”) signedby the Other Noteholder and delivered to the Company prior to the end of the Tag-Along Period,setting forth the aggregate principal amount of Tag-Along Notes that the Other Noteholder elects tosell pursuant
 

 
to its or his Tag-Along Rights. Once delivered to the Company, the Tag-Along Notice of Electionshall be irrevocable by the Other Noteholder.               (D) If no Other Noteholder elects to participate by delivering a Tag-Along Notice of Electionprior to the end of the Tag-Along Period, the Selling Ashmore Noteholder may sell the Notesproposed to be sold by it to the Company, on the terms and conditions set forth in the Tag-AlongNotice.               (E) If one or more Other Noteholders elects to participate by delivering a Tag-Along Notice ofElection prior to the end of the Tag-Along Period, the Company will notify the Selling AshmoreNoteholder and each Other Noteholder who has elected to participate in the sale of the following:(i) the aggregate principal amount of Notes (plus Accrued Interest) owned by the Selling AshmoreNoteholder and each exercising Other Noteholder that will be purchased by the Company, and in theevent the aggregate principal amount of Notes (plus Accrued Interest) offered by the SellingAshmore Noteholder and each exercising Other Noteholder exceeds the total amount of funds availableto the Company for such purchase, the pro-rata portion of Notes that the Company will purchase fromthe Selling Ashmore Noteholder and each exercising Other Noteholder along with the calculation ofthe Selling Ashmore Noteholder’s and each exercising Other Noteholder’s pro-rata portion calculatedin accordance with formula set forth in the ultimate sentence of this subsection (E) and (ii) theclosing date of the sale, which shall be no later than 5 Business Days after the date of thenotice. The aggregate principal amount of Notes (plus Accrued Interest) to be purchased by theCompany shall be determined by multiplying the aggregate principal amount of Notes (plus AccruedInterest) proposed to be sold by the Selling Ashmore Noteholder or each Other Noteholders whodelivered a Tag Along Notice of Election, as applicable, by a fraction, the numerator of which isequal to the aggregate principal amount of Notes (plus Accrued Interest) the Company is willing topurchase and the denominator of which is equal to the aggregate principal amount of Notes (plusAccrued Interest) proposed to be sold by the Selling Ashmore Noteholder and by the OtherNoteholders who delivered Tag Along Notices of Election.               (F) All purchases of Notes by the Company pursuant to this Section 5(f)(iv) shall beconsummated contemporaneously at the offices of the Company. The delivery of the Note Certificatesevidencing such Notes, along with duly executed Transfer Certificates, shall be made on such dateagainst payment of the purchase price for such Notes. If a Noteholder chooses to exercise theTag-Along Right with respect to less than all of the Notes represented by a Note Certificate, a newNote Certificate for the balance of the unsold Notes will be issued and registered in the name ofsuch Noteholder.”     4. Section 11(d) of the Terms and Conditions is amended and restated in its entirety asfollows:     “(d) Except as otherwise permitted under the Senior Credit Agreement, the Issuer may not paythe principal of or interest on or other amounts with respect to any Subordinated Debt orrepurchase, redeem or otherwise acquire or retire any Subordinated Debt if any Senior Debt isoutstanding; provided, however, that notwithstanding the foregoing, the Issuer may make regularlyscheduled payments of interest on the Notes as provided in Section 4 and Section 6 hereof; andprovided further that, the Issuer may pay the principal of the Notes upon the stated maturitythereof and may, if all Senior Debt under the Senior Credit Agreement has been indefeasibly paid infull in cash (or, at the sole discretion of each holder of Senior Obligations, in otherconsideration), including any payment effected by means of any renewal, refinancing or replacementof the Senior Debt under the Senior Credit Agreement, redeem the Notes prior to the stated maturitythereof in accordance with Section 5 hereof, provided in all cases such payment of principal is nototherwise prohibited pursuant to this Section 11.”     5. The following Exhibits are hereby added to the Terms and Conditions:
 

 
          Exhibit A—Option Agreement, in the form attached to this Amendment as Exhibit A; and          Exhibit B—Transfer Certificate, in the form attached to this Amendment as Exhibit B.     **Limitation of Liability**     6. The Company and each Noteholder hereby acknowledges that (i) Northern Trust (Guernsey)Limited is executing this Amendment in its capacity as custodian to each of Ashmore EmergingMarkets Debt and Currency Fund Limited, SEB Institutionel Ashmore Emerging Market Bonds, AshmoreGlobal Opportunities Ltd., Ashmore Growing Multi Strategy Fund Limited, Ashmore Emerging MarketsGlobal Investment Portfolio and Asset Holder PCC Limited in respect of Ashmore Emerging MarketsLiquid Investment Portfolio; (ii) Northern Trust Company, London Branch is executing this Amendmentin its capacity as custodian to Ashmore Emerging Markets Debt Fund and StichtingBedrijstakpensioenfonds voor de Metalektro; and (iii) Northern Trust Global Services Limited,Luxembourg Branch is executing this Amendment in its capacity as custodian to Ashmore SICAVEmerging Markets Debt Fund. Each of the Company and each Noteholder further agree that anyrepresentations, warranties and covenants contemplated by this Amendment are made by eachNoteholder severally and that all liabilities contemplated by this Amendment are limited to theextent that each Noteholder’s assets can meet such liabilities and indemnities.     **Consents and Transfers**     7. A consent to this Amendment, once given, is irrevocable and may not be withdrawn.Accordingly, if a Noteholder who executes this Amendment subsequently transfers its Notes inaccordance with the provisions of Section 9 of the Note Purchase Agreement and Section 3 of theNote Conditions prior to the Effective Date, such transferee Noteholder shall be unable to revokethe transferor Noteholder’s consent to the Amendment and upon the Effective Date such transfereeNoteholder shall be bound by the terms and conditions of the Note Purchase Agreement, as expresslyamended hereby.     **Effective Date**     8. This Amendment shall be effective when executed by or on behalf of AEI and Noteholdersholding Notes representing not less than 80% of the then outstanding principal amount of all Notesother than Notes owned by AEI or any other obligor on the Notes (the “Effective Date”).Except as expressly amended hereby, all of the terms and conditions of the Note Purchase Agreementand the Notes shall remain in full force and effect.     9. Subject to the provisions of Section 7, on the Effective Date all of the outstanding Notesshall automatically be amended to reflect the amendments contemplated herein (the“Amendments”) without any further action by AEI. New Notes reflecting the Amendments willnot be delivered to the Noteholders following the Effective Date, provided,however, that any Noteholder may request a new Note reflecting the Amendments by deliveringtheir old Note to AEI.
 

 
     IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound, has caused thisAmendment to be duly executed and delivered on the date first set forth above.         **AEI**             By:      Name:  John G. Fulton    Title: Chief Financial Officer  
 

 
         Northern Trust (Guernsey) Limited, as custodian for and behalf of           **ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND LIMITED**           By:       Name:       Title:             Email:    
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         Northern Trust Company, London Branch, as custodian for and behalf of           **ASHMORE EMERGING MARKETS DEBT FUND**           By:       Name:       Title:             Email:    
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         Northern Trust Global Services Limited, Luxembourg Branch, as custodian for and behalf of           **ASHMORE SICAV EMERGING MARKETS DEBT FUND**           By:       Name:       Title:             Email:    
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         Northern Trust (Guernsey) Limited, as custodian for and behalf of           **ASSET HOLDER PCC LIMITED IN RESPECT OF ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO**           By:       Name:       Title:             Email:    
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         Northern Trust (Guernsey) Limited, as sub-custodian for and behalf of           **SEB INSTITUTIONEL ASHMORE EMERGING MARKET BONDS**           By:       Name:       Title:             Email:    
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         Northern Trust (Guernsey) Limited, as custodian for and behalf of           **ASHMORE GLOBAL OPPORTUNITIES LTD**           By:       Name:       Title:             Email:    
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         Northern Trust (Guernsey) Limited, as custodian for and behalf of           **ASHMORE GROWING MULTI STRATEGY FUND LIMITED**           By:       Name:       Title:             Email:    
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         Northern Trust (Guernsey) Limited, as custodian for and behalf of           **ASHMORE EMERGING MARKETS GLOBAL INVESTMENT PORTFOLIO LIMITED**           By:       Name:       Title:             Email:    
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         Northern Trust Company, London Branch, as custodian for and behalf of           **STICHTING BEDRIJSTAKPENSIOENFONDS VOOR DE METALEKTRO**           By:       Name:       Title:             Email:    
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         **CVI GVF (LUX) MASTER S.A.R.L.**           By:       Name:       Title:             Email:    
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         **GOLDENTREE EUROPEAN FINANCING B.V.**           By:       Name:       Title:             Email:    
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         **TRG GLOBAL OPPORTUNITY MASTER FUND, LTD.**           By:       Name:       Title:             Email:    
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         **TRG SPECIAL OPPORTUNITY MASTER FUND, LTD.**           By:       Name:       Title:             Email:    
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         **UBS AG, STAMFORD BRANCH**           By:       Name:       Title:             Email:    
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         **DEUTSCHE BANK AG LONDON BRANCH**           By:       Name:       Title:             Email:    
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         **COPERNICO LATIN AMERICA STRATEGIC FUND**           By:       Name:       Title:             Email:    
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**Exhibit A****Option Agreement**
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**OPTION AGREEMENT**          THIS OPTION AGREEMENT (the “Agreement”), dated as of February 25, 2009, is made byAEI, a Cayman Islands exempted company (the “Company”), for the benefit of the holders fromtime to time (the “Noteholders”) of its outstanding 10% Subordinated PIK Notes due May 25,2018 (the “Notes”).**WITNESSETH**          WHEREAS, the Company has agreed to offer the Noteholders an option to exchange their Notes forordinary shares, par value $0.002, of the Company (the “Shares”) upon the terms and subjectto the conditions set forth in this Agreement.          NOW THEREFORE, in consideration of the mutual terms, conditions, representations, warrantiesand agreements herein set forth, and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:Section 1. Definitions.     A. Capitalized terms used but not defined herein, shall have the meanings provided in the NotePurchase Agreement (defined below).     B. Unless the context otherwise requires, the terms defined in this Section 1, whenever usedin this Agreement shall have the respective meanings hereinafter specified and words in thesingular or in the plural shall each include the singular and the plural and the use of any gendershall include all genders.“Amendment to Note Purchase Agreement” means the Amendment to the Note Purchase Agreementto be entered into between the Company and Noteholders holding at least 80% of the then outstandingprincipal amount of all Notes (other than Notes owned by the Company or any other obligor of theNotes) consenting to (i) an amendment to (a) allow the Company to issue Options entitlingNoteholders to exchange their Notes for Shares and acquire Notes in exchange for Shares upon theexercise of such Options, in each case, on the terms and conditions set forth in this Agreement and(b) eliminate the prohibition on Note repurchases by the Company subject to certain conditions;(ii) a clarifying amendment to make clear that repurchases of Subordinated Debt permitted under theSenior Credit Agreement are not prohibited under the terms of the Notes; and (iii) amendments tothe notice provision to (y) update AEI Services LLC’s mailing address and (z) provide for thedelivery of notices via e-mail.“Consents” means (i) the Amendment to Note Purchase Agreement and (ii) theShareholders Consent.     “Note Purchase Agreement” means the Note Purchase Agreement, dated as of May 24, 2007,among the Company and the purchasers identified therein, as amended by the Amendment to NotePurchase Agreement and as may be hereafter further amended, supplemented or modified from time totime.     “Option Commencement Date” shall mean the date on which the Company delivers notice tothe Noteholders that all requisite Consents have been obtained.     “Option Expiration Date” shall mean the date that is 12 months after the OptionCommencement Date.
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     “Shareholders Agreement” means the Second Amended and Restated Shareholders Agreement,dated as of May 9, 2008, among the Company and the shareholders identified therein (as the same maybe amended, modified or supplemented from time to time).     “Shareholders Consent” means the consent of the Company’s shareholders party to theShareholders Agreement waiving the preemptive rights, related party and certain other provisions ofthe Shareholders Agreement necessary to permit the exchange of Notes for Shares contemplated bythis Agreement.Section 2. Issuance of Options; Transfers.          A. On the terms and subject to the conditions hereof, effective upon receipt of the requisiteConsents, the Company hereby issues and grants to each Noteholder an irrevocable right and option(the “Option”) to exchange any or all of the Notes held by such Noteholder for Shares ofthe Company. The Options granted hereby will be evidenced by the Note Certificates representingthe Notes and no separate certificates in respect of the Options will be issued.          B. The Options will be transferable only in connection with the transfer of the underlyingNotes and will be subject to same transfer restrictions as the Notes. The surrender for transferof any Note Certificate will also constitute the transfer of the Options associated with the Notesevidenced by such certificates.          C. No separate listing for the Options will be obtained.Section 3. Exercise Date; Exercise of Options.          A. Option Period; Exchange Ratio. The Options will be exercisable on and after theOption Commencement Date and prior to 5:00 p.m., New York City time, on the Option Expiration Date(the “Option Period”). A Noteholder that exercises its Option, in whole or in part, on theOption Commencement Date will receive sixty-three (63) Shares (the Shares issuable upon exercise ofthe Options being collectively referred to herein as the “Option Shares”) for each $1,000principal amount of Notes exchanged. Thereafter, the exchange ratio shall be reduced in accordancewith the schedule attached hereto as Schedule A (which may be modified to reflect adifferent Option Commencement Date in the event that the deadline for the Consent solicitation byAEI is extended or shortened by AEI at its option). Any accrued but unpaid interest on Notessurrendered for exchange shall likewise be exchanged for Shares at the same exchange rate as thatapplicable with respect to the principal amount of such Notes. No Option shall be exercisable priorto the Option Commencement Date or after 5:00 p.m., New York City time, on the Option ExpirationDate and Options shall only be exercisable to the extent and in the manner herein provided.          B. Exercise. Subject to the terms and conditions set forth in this Section 3, Optionsmay be exercised at any time or from time to time on and after the Option Commencement Date until5:00 p.m., New York City time, on the Option Expiration Date.     A Noteholder may exercise the Option granted hereby with respect to any or all of the Notesregistered in the name of such Noteholder on the books and records of the Company (or its transferagent) by delivering to the Company at its office referred to in Section 10 the following: (i) awritten notice of exercise, completed and submitted in accordance with the terms of such notice, inthe form attached hereto as Exhibit A (the “Notice of Exercise”), (ii) the NoteCertificate representing the Notes with respect to which the Option is being exercised, accompaniedby a duly executed transfer certificate, (iii)
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an executed copy of the Shareholder Joinder Agreement (as defined in Section 8), if applicableand (iv) an executed Internal Revenue Service Form W-8 or W-9, as applicable. In addition, asprovided in Section 8, any Noteholder not party to the Registration Rights Agreement that desiresto become a party to such agreement, will also need to deliver an executed copy of the RegistrationRights Joinder Agreement. If a Noteholder chooses to exercise the Option with respect to less thanall of the Notes registered in the name of such Noteholder (a “partial exercise”), suchpartial exercise must be in a minimum principal amount $1,000 or an integral multiple thereof. Apartial exercise does not preclude a subsequent exercise provided all the terms and conditions tosuch exercise are met.     All rights of a Noteholder with respect to any Option that has not been exercised, prior to5:00 p.m., New York City time, on the Option Expiration Date shall immediately cease and all suchunexercised Options shall be automatically cancelled and void.          C. Payment of Taxes. The Company shall pay any and all Cayman Islands issue,documentary or stamp taxes that may be payable in respect of any issuance or delivery of OptionShares in exchange for the Notes. All other taxes that may be payable in respect of any issuanceof Option Shares shall be the responsibility of the applicable Noteholder.          D. Delivery of Option Shares. Upon receipt of the items referred to in Section 3B,the Company shall, as promptly as practicable, and in any event within three (3) Business Daysthereafter, issue to Noteholder or Noteholder’s designee the number of Option Shares to be issuedon exercise of the Option(s) and enter the name of Noteholder or Noteholder’s designee in theregister of members of the Company as the registered holder of such Option Shares. An Option shallbe deemed to have been exercised and such Option Shares shall be deemed to have been issued, andsuch holder or any other Person so designated to be named therein shall be deemed to have become aholder of record of such shares for all purposes, as of the date that such Notice of Exercise,together with the other items required to be delivered pursuant to Section 3B, are received by theCompany. Any Notes surrendered upon exercise of Options shall be immediately retired and cancelledby the Company and may not be re-issued.          E. Legend on Option Shares. If certificates representing Option Shares are issued,each certificate representing shares of Option Shares shall bear a legend substantially to thefollowing effect:“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORAPPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEENACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION ORRESALE, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISETRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCHSECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANYAPPLICABLE STATE SECURITIES LAWS, OR AVAILABILITY OF AN EXEMPTIONFROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, ASAMENDED, AND APPLICABLE STATE SECURITIES LAWS.IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARESUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SECONDAMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF MAY
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9, 2008, AS THESAME MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG AEI AND THEPARTIES THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THECOMPANY.”The requirement that the above legend regarding the Securities Act be placed upon certificatesevidencing any Option Shares shall cease and terminate upon the occurrence of certain events setforth in the Shareholders Agreement. Upon the occurrence of any such event requiring the removal ofa legend hereunder, the Company, upon the surrender of certificates containing such legend, shall,at its own expense, deliver to the holder of any such Option Shares as to which the requirement forsuch legend shall have terminated, one or more new certificates evidencing such Option Shares notbearing such legend.Section 4. Adjustment of Number of Option Shares Issuable Upon Exercise of an Option.          A. Adjustment for Stock Splits, Stock Dividends, Recapitalizations. The number ofOption Shares issuable upon exercise of each Option shall be proportionately adjusted to reflectany stock dividend, stock split, reverse stock split, recapitalization or the like affecting thenumber of outstanding Shares that occurs after the date hereof.          B. Adjustments for Reorganization, Consolidation, Merger. If after the date hereof,the Company (or any other entity, the stock or other securities of which are at the time receivableon the exercise of the Options), consolidates with or merges into another entity or conveys all orsubstantially all of its assets to another entity, then, in each such case, the Noteholder, uponany permitted exercise of an Option, at any time after the consummation of such reorganization,consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or othersecurities and property receivable upon the exercise of the Option prior to such consummation, thestock or other securities or property to which such Noteholder would have been entitled upon theconsummation of such reorganization, consolidation, merger or conveyance if such Noteholder hadexercised the Option immediately prior thereto, all subject to further adjustment as provided inthis Section 4. Prior to giving effect to any reorganization, consolidation, merger or conveyance,the successor or purchasing entity in any such reorganization, consolidation, merger or conveyance(if other than the Company) shall duly execute and deliver to the Noteholder a writtenacknowledgment of such entity’s obligations under the Options and this Agreement.          C. Notice of Certain Events. Upon the occurrence of any event resulting in anadjustment in the number of Option Shares (or other stock or securities or property) receivableupon the exercise of the Options, the Company shall promptly thereafter (i) compute suchadjustment, (ii) prepare a certificate setting forth such adjustment and showing in detail thefacts upon which such adjustment is based, and (iii) mail copies of such certificate to eachNoteholder.Section 5. Reservation of Option Shares.     The Company shall at all times reserve and keep available, free from preemptive rights, out ofthe aggregate of its authorized but unissued Shares, the aggregate number of the Option Sharesdeliverable upon the exercise of all outstanding Options, for the purpose of enabling it to satisfyany obligation to issue the Option Shares upon the exercise of the Options as provided herein.Section 6. No Impairment.     The Company shall not, by amendment of its memorandum and articles of association, or throughreorganization, consolidation, merger, dissolution, issuance or sale of securities, sale of assetsor any
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other voluntary action, willfully avoid or seek to avoid, directly or indirectly, theobservance or performance of any of the terms of the Options or this Agreement, and shall at alltimes in good faith assist in the carrying out of all such terms and in the taking of all suchactions as may be necessary or appropriate in order to protect the rights of the Noteholders underthe Options and this Agreement against wrongful impairment. Without limiting the generality of theforegoing, the Company: (i) shall not set or increase the par value of any Option Shares above theamount payable therefor upon exercise, and (ii) shall take all actions that are necessary orappropriate in order that the Company may validly and legally issue fully paid and nonassessableOption Shares upon the exercise of the Options.Section 7. Representations and Warranties by the Company.     The Company represents and warrants to the each Noteholder as follows:          (i) The Company has the corporate power and authority to execute, deliver and perform thisAgreement, issue the Options and issue the Option Shares upon exercise of the Options. Theexecution, delivery and performance of this Agreement by the Company and the issuance by theCompany of the Options and the Option Shares upon exercise of the Options have been duly andvalidly authorized by all necessary corporate action on the part of the Company. This Agreementhas been duly executed and delivered by the Company and upon obtaining the Consents will constitutea legally valid and binding obligation of the Company enforceable against the Company in accordancewith its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium andother similar Laws relating to creditors’ rights generally and by general equitable principles.          (ii) Subject to obtaining the Consents, the execution, delivery and performance by the Companyof this Agreement and the issuance of the Options and the Option Shares upon exercise of theOptions do not and will not (i) conflict with, or constitute a breach or default under, itsOrganizational Documents, (ii) violate, or constitute a breach or default under, or result in thetermination, acceleration or cancellation of, or the loss of benefit under, any Contract to whichthe Company is a party or by which its assets may be bound or affected (whether upon lapse of timeand/or the occurrence of any act or event or otherwise) or (iii) assuming the representations andwarranties of each of the Noteholder set forth in their respective Notice of Exercise are accurate,violate any Law or Order applicable to the Company or by which its assets may be bound, other than,in the case of clauses (ii) and (iii) above as would not reasonably be expected to have,individually or in the aggregate, a material adverse effect on the ability of the Company toperform its obligations under this Agreement or any Options issued pursuant hereto.          (iii) Assuming the representations and warranties of each of the Noteholders set forth intheir respective Notice of Exercise are accurate, no Approval is necessary to be obtained or madeby the Company in connection with the execution, delivery and performance of this Agreement or theissuance of the Options or the Option Shares upon exercise of the Option.          (iv) The Option Shares have been duly authorized and upon issuance will be validly issued,fully paid and nonassessable and free of preemptive or other similar rights, other than the rightsset forth in the Shareholders Agreement.
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          B. Survival. The representations and warranties of the Company shall survive the datehereof.Section 8. Registration Rights Agreement; Shareholder Agreement.          A. As provided in Section 3B, upon the exercise of any Option, Noteholders that are notalready existing shareholders of the Company are required to execute and deliver to the Company ajoinder agreement evidencing such Noteholder’s accession to the Shareholders Agreement (the“Shareholder Joinder Agreement”). Upon becoming a party to the Shareholders Agreement, aNoteholder shall be entitled to all of the rights and benefits thereof and shall be subject to allof the obligations of a shareholder thereunder.          B. Upon the exercise of any Option, Noteholders will be entitled (but shall not be obligated)to become a party to the Amended and Restated Registration Rights Agreement, dated as of December29, 2006, among the Company and the shareholders identified therein (as the same may be amended,modified or supplemented from time to time) (the “Registration Rights Agreement”). If aNoteholder is not already, but wishes to become, a party to the Registration Rights Agreement, suchNoteholder will be required to execute and deliver to the Company a joinder agreement evidencingsuch Noteholder’s accession to the Registration Rights Agreement (the “Registration RightsJoinder Agreement”, and together with the Shareholder Joinder Agreement, the “JoinderAgreements”).          C. Upon the request of a Noteholder, the Company will provide to the Noteholder copies of themost recently executed versions of the Registration Rights Agreement and Shareholders Agreement,together with all amendments or other modifications thereto. Prior to becoming a party to theRegistration Rights Agreement and the Shareholder Agreement, a Noteholder shall have no rightsthereunder, including no rights to consent to any amendments that may be made after the date hereofbut prior to the date of such Noteholder becoming a party thereto.          D. The Option Shares to be issued to an exercising Noteholder are being issued pursuant to anexemption from registration under the Securities Act and applicable state securities laws and mayonly be transferred, sold or otherwise disposed of if registered, or an exemption from registrationis available under the Securities Act and applicable state securities laws. Pursuant to the Noticeof Exercise, an exercising Noteholder will be required to make certain representations in relationto the exemption from registration being relied on by the Company in connection with the issuanceof the Option Shares. In addition, the Option Shares are subject to the restrictions on transferset forth in the Shareholders Agreement.Section 9. No Rights or Liabilities as Shareholder.     No holder, as such, of any Option shall be entitled to vote, receive dividends or be deemedthe holder of any Option Shares which may at any time be issuable on the exercise of an Option forany purpose whatever, nor shall anything contained herein be construed to confer upon the holder ofany Option, as such, any of the rights of a shareholder of the Company or any right to vote for theelection of directors or upon any matter submitted to shareholders at any meeting thereof, or togive or withhold consent to any corporate action (whether upon any recapitalization, issuance ofstock, reclassification of stock, change of par value or change of stock to no par value,consolidation, merger, conveyance or otherwise), or to receive notice of meetings or other actionsaffecting shareholders or to receive dividend or subscription rights, or otherwise, until suchOption shall have been exercised in accordance with the provisions hereof. Without limiting orotherwise modifying Section 6 hereof, no provision hereof, in the absence of affirmative action bya Noteholder to exchange its Notes for Option Shares shall give rise to
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any liability of such holder as a shareholder of the Company, whether such liability isasserted by the Company or by creditors of the Company.Section 10. Notices.     All notices, requests, consents and other communications required or authorized hereunder toany Party (each a “Notice”) shall be in writing and sent by hand, courier or overnightdelivery services, certified or registered mail, return receipt requested, with appropriate postageprepaid, or facsimile or e-mail to the mailing address, e-mail address or facsimile number, asapplicable, set forth below or such other mailing address, e-mail address or facsimile number asmay hereafter be designated in writing by such Party to the other Parties; provided,however, that a Notice of Exercise shall only be effective upon receipt by the Company ofthe Notice of Exercise, along with all of the other required documents set forth in Section 3(C):if to the Company: