SECURITIES ACT, (II) IT HAS SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF THE EXCHANGE OFFER AND THE CONSENT
SOLICITATION AND (III) IT HAS RECEIVED ALL INFORMATION REGARDING POAMI, IASG,
THE TERMS OF THE CONTEMPLATED MERGER TRANSACTION AND
3
THE TERMS OF THE NEW NOTES AS SUCH CONSENTING HOLDER DEEMS NECESSARY IN ORDER TO
EVALUATE THE MERITS AND RISKS OF THE EXCHANGE OFFER AND THE CONSENT
SOLICITATION.
SECTION 7.
BROKERS AND INTERMEDIARIES.
NO BROKER, INVESTMENT
BANKER, FINANCIAL ADVISER OR OTHER PERSON IS ENTITLED TO ANY BROKER'S, FINDER'S,
FINANCIAL ADVISOR'S OR OTHER SIMILAR FEE OR COMMISSION IN CONNECTION WITH THE
EXCHANGE OFFER OR CONSENT SOLICITATION CONTEMPLATED HEREBY BASED UPON
ARRANGEMENTS MADE BY OR ON BEHALF OF SUCH CONSENTING HOLDERS.
SECTION 8.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT.
THIS
AGREEMENT AND THE OTHER AGREEMENTS REFERENCED HEREIN CONSTITUTE THE COMPLETE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS
AGREEMENT MAY NOT BE MODIFIED, ALTERED, AMENDED OR SUPPLEMENTED EXCEPT BY AN
AGREEMENT IN WRITING SIGNED BY POAMI AND EACH OF THE CONSENTING HOLDERS WHICH
ARE A SIGNATORY HERETO.
SECTION 9.
GOOD FAITH NEGOTIATION OF DOCUMENTS.
EACH PARTY HEREBY
FURTHER COVENANTS AND AGREES TO NEGOTIATE THE DOCUMENTATION IMPLEMENTING THE
EXCHANGE OFFER AND CONSENT SOLICITATION AND ANY DEFINITIVE DOCUMENTS RELATING
THERETO (INCLUDING, BUT NOT LIMITED TO, THE NEW NOTES AND A NEW NOTES INDENTURE)
IN GOOD FAITH AND, IN ANY EVENT, IN ALL RESPECTS CONSISTENT WITH THE TERM SHEET.
SECTION 10.
SPECIFIC PERFORMANCE.
IT IS UNDERSTOOD AND AGREED BY
THE PARTIES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR ANY BREACH
OF THIS AGREEMENT BY ANY PARTY AND EACH NON-BREACHING PARTY SHALL BE ENTITLED TO
THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE OR OTHER EQUITABLE RELIEF,
INCLUDING ATTORNEYS' FEES AND COSTS, AS A REMEDY OF ANY SUCH BREACH, AND EACH
PARTY AGREES TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF A BOND IN
CONNECTION WITH SUCH REMEDY.
SECTION 11.
ASSIGNMENT.
EXCEPT AS SET FORTH IN SECTION 3, NO RIGHTS
OR OBLIGATIONS OF ANY PARTY UNDER THIS AGREEMENT MAY BE ASSIGNED OR TRANSFERRED
TO ANY OTHER PERSON OR ENTITY.
SECTION 12.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE.
BY ITS EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES FOR ITSELF THAT ANY LEGAL ACTION, SUIT OR PROCEEDING
AGAINST IT WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED
IN ANY SUCH ACTION, SUIT OR PROCEEDING, MAY BE BROUGHT IN ANY COURT IN THE STATE
OF NEW YORK.
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE NONEXCLUSIVE
JURISDICTION OF EACH SUCH COURT, GENERALLY AND UNCONDITIONALLY, WITH RESPECT