EFTA01359058.pdf

interests or managing member interests owned on December 31, 2009 directly or indirectly by Feinberg or Richter (or affiliates thereof) in Cerberus Partners, L.P., Cerberus Partners H. L.P., Cerberus International II, Ltd., Styx Partners, L.P., Gabriel Assets LLC and affiliates, Blackacre Capital Partners, L.P., Ableco, L.L.C. and 299 Credit Finance Holdings LLC (such direct or indirect general partner or managing member interests, the "Excluded Interests") including all allocations and distributions made after the date hereof on account of such capital accounts (provided that the Company shall share in all incentive allocations from such Funds with respect to all periods beginning on or after the date of the Original Agreement and such allocations shall be included in the determination of Profit Share hereunder), or (iii) the other assets of the Finn, including, without limitation, certain receivables and fixed assets, which shall continue to be owned by CCM and the Firm's other fund managers solely for the benefit of Feinberg. In addition, the Company shall have no interest in any deferred fee accounts payable directly or indirectly to Feinberg or Richter (or affiliates thereof) on December 31, 2009 and any allocations and distributions with respect to such deferred fee account balances on or after the date of the Original Agreement (the "Retained Deferred Fee Accounts"). Finally, the Company shall have no interest in any capital accounts or other interests owned by any Executive in any Fund on the date hereof. Certain affiliates of the Fund Managers may receive performance-based compensation from a Fund in the form of a fee (and not an incentive allocation), and such amounts generally may be paid to another entity in the Managing Member's discretion. My such amounts paid to another entity shall be distributed to the partners/members of that entity in the same manner that such amounts would have been distributed had such incentive fees been allocated and distributed under this Agreement. All computations of allocations and DOC 03 • 25061068.12 21 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047064 CONFIDENTIAL SDNY_GM_00193248 EFTA01359058