are hereby acknowledged, POAMI, IASG and the
Consenting Holders agree as follows:
SECTION 1.
VOTING.
EACH CONSENTING HOLDER REPRESENTS AND WARRANTS
THAT, AS OF THE DATE HEREOF, IT IS THE LEGAL OWNER, BENEFICIAL OWNER AND/OR THE
INVESTMENT ADVISER OR MANAGER FOR THE BENEFICIAL OWNER (WITH THE POWER TO VOTE
AND DISPOSE ON BEHALF OF SUCH BENEFICIAL OWNER) OF SUCH LEGAL OR BENEFICIAL
OWNER'S RELEVANT OWNERSHIP AND THAT THERE ARE NO OLD NOTES OF WHICH IT IS THE
LEGAL OWNER, BENEFICIAL OWNER AND/OR INVESTMENT ADVISOR OR MANAGER FOR SUCH
LEGAL OR BENEFICIAL OWNER WHICH ARE NOT PART OF ITS RELEVANT OWNERSHIP.
SUBJECT
TO THE CONSUMMATION OF THE MERGER PURSUANT TO TERMS AND CONDITIONS THAT ARE
SUBSTANTIALLY SIMILAR TO THAT CERTAIN DRAFT AGREEMENT AND PLAN OF MERGER DATED
DECEMBER 18, 2006, EACH CONSENTING HOLDER AGREES FOR ITSELF THAT IT SHALL, IN
CONNECTION WITH THE (I) EXCHANGE OFFER, TENDER ITS OLD NOTES IN EXCHANGE FOR THE
NEW NOTES, AND (II) CONSENT SOLICITATION, TIMELY VOTE ITS RELEVANT OWNERSHIP AND
ANY OTHER CLAIMS OR INTERESTS THAT IT HOLDS TO CONSENT TO THE AMENDMENTS AND THE
WAIVER, SUBJECT, IN EACH CASE, TO THE TERMS AND CONDITIONS OF THE EXCHANGE
OFFER, NEW NOTES AND CONSENT SOLICITATION BEING CONSISTENT WITH THE TERM SHEET
IN ALL RESPECTS.
SECTION 2.
TRANSMITTAL.
EACH CONSENTING HOLDER AGREES THAT IT
SHALL DELIVER TO THE DEPOSITARY FOR THE EXCHANGE OFFER AND CONSENT SOLICITATION,
NO LATER THAN THE FIFTH (5TH) BUSINESS DAY FOLLOWING THE COMMENCEMENT OF THE
EXCHANGE OFFER AND CONSENT SOLICITATION, THE FORM OF CONSENT AND LETTER OF
TRANSMITTAL TO BE PROVIDED BY POAMI IN CONNECTION WITH THE EXCHANGE OFFER AND
CONSENT SOLICITATION TOGETHER WITH ANY AND ALL CERTIFICATES REPRESENTING THE OLD
NOTES OWNED BY IT.
EACH CONSENTING HOLDER HEREBY AGREES THAT POAMI HAS THE
RIGHT TO PUBLISH AND DISCLOSE IN THE OFFERING MEMORANDUM TO BE DELIVERED TO
HOLDERS OF THE OLD NOTES AND ANY PRESS RELEASES ISSUED IN CONNECTION WITH THE
EXCHANGE OFFER AND CONSENT SOLICITATION THE IDENTITY OF SUCH CONSENTING HOLDER
AND THE NATURE OF ITS AGREEMENTS, COMMITMENTS, ARRANGEMENTS AND UNDERSTANDINGS
UNDER THIS AGREEMENT.
SECTION 3.
RESTRICTIONS ON TRANSFER.
EACH OF THE CONSENTING
HOLDERS HEREBY AGREES THAT, FOR SO LONG AS THIS AGREEMENT SHALL REMAIN IN
EFFECT, IT SHALL NOT SELL, TRANSFER OR ASSIGN ALL OR ANY OF ITS RELEVANT
OWNERSHIPS OR ANY OPTION THEREON OR ANY RIGHT, INTEREST (VOTING OR OTHERWISE)
THEREIN, UNLESS THE TRANSFEREE AGREES IN WRITING TO BE BOUND BY THE TERMS OF
THIS AGREEMENT BY EXECUTING A COUNTERPART SIGNATURE PAGE TO THIS AGREEMENT AND
THE TRANSFEROR PROMPTLY PROVIDES POAMI WITH A COPY THEREOF.
EACH OF THE
CONSENTING HOLDERS FURTHER AGREES THAT IT WILL NOT GRANT ANY PROXIES OR POWERS
OF ATTORNEY WITH RESPECT TO THE OLD NOTES, OTHER THAN TO THE HOLDER OF RECORD
WITH RESPECT TO THE MATTERS CONTEMPLATED HEREBY, DEPOSIT ANY OLD NOTES INTO A
VOTING TRUST OR ENTER INTO A VOTING AGREEMENT WITH RESPECT TO ANY OLD NOTES.
SECTION 4.
FURTHER ACQUISITION OF OLD NOTES.
THIS AGREEMENT SHALL
IN NO WAY BE CONSTRUED TO PRECLUDE