EFTA01374159

AGP LP 519 Alpha Group Capital Paul Barrett Special instructions for a New Limited Partner that is a qualified purchaser based on its status as a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act. In order to be a qualified purchaser if the New Limited Partner is a dealer as described in paragraph (a)(1)(ii) of Rule 144A, the New Limited Partner must own and invest on a discretionary basis at least S25 million in securities of issuers that are not affiliated persons of the dealer. In addition, a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan will not be deemed to be acting for its own account and, accordingly, will not be deemed to be a qualified purchaser on the basis of "qualified institutional buyer" status if investment decisions with respect to the plan are made by beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan. Appendix C-2 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0068713 CONFIDENTIAL SDNY_GM_00214897 EFTA01374159