EFTA01592154.pdf

JUN -24-2004 12:48 HIGHBRIDGE CAPITAL MGNT 212 287 4951 P.02 Financial Trust Company unc 24,2005 Sterling Valuation Group, Inc. 100 Park Avenue 16th Floor New York, NY 10017 Ladies and Gentlemen: Highbridge Capital Management, "LC: ("I-1CM") serves as an advisor to Financial Trust Company (the "Company"). HCM is .majority owned by JP Morgan Fleming Asset Management Holdings, Inc., a wholly owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). As a result of such ovvnership structure, HCM will be deerned an affiliate of JP Morgan for certain purposes, including, without limitation, the restrictions in Section 206(3) of the Investment Advisers Act of 1940, as amended., which prohibit an investment adviser (or its affiliate) from entering into principal transactions and so-called agency cross transactions with a client, absent the consent of that client. The Company, therefore, may not enter into (i) principal transactions with JPMorgan, or any of its affiliates, absent consent on a transaction by transaction basis before completion of each such transaction and (ii) agency cross transactions through JPMorgan, or any of its affiliates, absent consent on a blanket prospective basis and disclosures on a transaction by transaction basis. HCM has recommended that it is in 'fie Company's best interest to be able to consider and, where appropriate, select JPMorgan or any of its affiliates as the Company's (i) counterparty in these principal transactions and (ii) agent with respect to agency cross transactions. In order for the Compalay to enter into these principal and agency transactions with or through JPMorgan and its affiliates in an efficient manner that is also consistent with Section 206(3), the Company hereby appoints Sterling Valuation Group, Inc. ("Sterling") as an unaffiliated thixd party to review and approve or disapprove any such transactions of behalf of the Company consistent with applicable law. Sterling will review and approve or disapprove such transactions consistent with applicable law and in accordance with the procedures attached hereto as Exhibit 1. JUN -24-2004 12:48 HIGHBRIDGE CAPITAL MGNT 212 287 4951 P.03 EFTA01592154 Sincerely, Date: June 24,2005 Agreed and accepted. Sterling Valuation Group, Inc. By Name: 1\4.(A4ui GreAv t -9 Title: cl".0 Gxecutii-vL 0 EFTA01592155