FORM OF LIMITED POWER OF ATTORNEY [applicable MS GP] [applicable MS Member]Limited Power of Attorney • August 3rd, 2004 • Metalmark Capital LLC • Telephone communications (no radiotelephone)
Pursuant to the Subadvisory Agreement dated as of [____], 2004, among Morgan Stanley Investment Management Inc., Morgan Stanley Leveraged Equity Fund II, Inc., MSCP III, LLC, Morgan Stanley Capital Partners III, Inc., MSDW Capital Partners IV, LLC, MSDW Capital Partners IV, Inc., Metalmark Subadvisor LLC (“Subadvisor”) and Metalmark Capital LLC (the “Subadvisory Agreement”), [name of Morgan Stanley General Partner (“MS GP”)] [name of MS Member (“MS Member”)] irrevocably appoints Subadvisor (for the term of the Subadvisory Agreement) as attorney-in-fact and agent with full and exclusive power and authority to act for [MS GP] [MS Member] with respect to the [name of Fund (“Fund”)] [list names of Co-Invest Vehicles for which the applicable MS Member acts as manager (“Fund”)] with management authority conferred on the Subadvisor under the Subadvisory Agreement, including without limitation, in the following matters: (a) to buy, sell, exchange, convert, and otherwise take any action for any
