EFTA01359064.pdf

NPL Desk, an Interest Rate and Cash Management Desk, a European Special Situations Desk, an Emerging Market Private Equity Desk and a European Private Equity Desk. Desks may be added or modified from time to time by the Company. A Desk may be further divided into sub- desks to further allocate the Desk Allocation Amounts allocated to that Desk in a manner consistent with the provisions hereof (i.e., points for a sub-desk may be allocated to a Member of a Desk participating in such sub-desk in the same manner set forth herein with respect to Desk Points). With the approval of the Managing Member after consultation with the Compensation Committee, Desks may adjust the sharing ratios with respect to certain investments for special circumstances (i.e. admission of new members). The members of each Desk shall be set forth in Schedule C hereto. Schedule C hereto shall be updated from time to time to reflect changes in the membership of the Desks. (3) Within 45 days after each Investment is made, the Management Committee shall determine which Desk(s), if any, such Investment shall be allocated to and the percentage of the Desk Allocation Amounts with respect to such Investment to be allocated to each Desk (the "Desk Percentages"). The Desk Percentages for an Investment may be revised for prospective allocations by the Management Committee from year-to-year (on or prior to February 15 of a year) in order to reflect any substantial change in responsibility with respect to the Investment. The Management Committee shall determine the Desk Percentages for an Investment based on the Desks and other Firm personnel responsible for the management and/or origination of such Investment; provided that (i) if Feinberg or Richter originates or has substantial involvement with an Investment allocated to one or more Desks, Feinberg in his sole discretion, after consultation with the Management Committee, may determine to allocate up to 50% of the Desk Percentage for such Investment to Feinberg and all or a portion of the DOC ID 25061468.12 27 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047070 CONFIDENTIAL SDNY_GM_00193254 EFTA01359064