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APPENDIX - Section 2. Partnership Formation And Identification

2.1 Formation. The Partnership was formed by the General Partner and the Initial Limited Partner, without any contnbution of capital, as a limited partnership pursuant to the Delaware Act, by the filing by the General Partner of the Certificate with the Secretary of State and the execution and delivery by the General Partner and the Initial Limited Partner of an initial Agreement of Limited Partnership of the Partnership. The General Partner hereby continues as the sole general partner of the Partnership. Each Person listed on Exhibit A hereto and admitted as a Limited Partner prior to the date hereof hereby continues as a Limited Partner of the Partnership. The Initial Limited Partner, without any further action, withdrew from the Partnership as a limited partner of the Partnership, effective immediately after the Initial Closing, and the business of the Partnership continued without dissolution. Because of his withdrawal, the Initial Limited Partner has no further right, interest or obligation of any kind as a limited partner of the Partnership.

2.2 Name and Place of Business. The name of the Partnership shall be__________________ , LP, or such other name or names as may be selected by the General Partner from time to time with written notice given to the Partners of such change. The principal place of business of the Partnership shall be ___________________________________ , unless changed by the General Partner with wntten notice given to the Partners of such change. The Partnership may also maintain such other offices at such other places as the General Partner may deem advisable.

2.3 Address of Partners. The addresses of the Limited Partners shall be those set forth in the Partnership records maintained by the General Partner. The address of the General Partner is the same as that set forth in Section 2.2 above. A Limited Partner may change its address in the Partnership records by wntten notice to the General Partner, and the General Partner may change its address by wntten notice to the Partners.

2.4 Certificate. The General Partner has prepared, executed and delivered the Certificate pursuant to the Delaware Act. The Certificate has been filed by the General Partner in the office of the Secretary of State.

SECTION 3. PURPOSE, NATURE OF BUSINESS AND POWERS

3.1 The pnncipal purpose of the Partnership shall be to acquire, hold for investment and dispose of, securities and other business interests of any and all types and descriptions, whether listed on securities exchanges or not so listed, publicly or privately held, freely transferable or subject to restrictions on transfer, or domestic or foreign, including without limitation common and preferred stock, debentures, bonds, promissory notes, evidences of indebtedness, warrants, options and subscription rights of, and other participating interests in, corporations, partnerships, joint ventures, trusts, proprietorships, other business entities and governments and governmental agencies, and puts, calls, options and other rights or obligations to purchase, sell or subscribe for any of the foregoing and, pending investment in any of the foregoing, short-term investments (collectively, "Permitted Investments").

3.2 The Partnership shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes and business described herein for the protection and benefit of the Partnership, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Partnership by the General Partner pursuant to Section 9.

3.3 Notwithstanding any other provision of this Agreement, the Partnership, and the General Partner on behalf of the Partnership, may execute, deliver and perform the Subscription Agreements, any side letter and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner.

SECTION 4. TERM

The term of the Partnership commenced on the date the Certificate was
filed in the Office of the Secretary of State and shall continue in full force
and effect until_______________________ unless, if determined by the General

Partner and approved by the Advisory Committee, extended for up to two successive one year terms, unless the Partnership is dissolved earlier.

SECTION 5. FISCAL YEAR

The fiscal year of the Partnership for financial reporting and tax purposes shall be the calendar year.

SECTION 6. REGISTERED OFFICE AND AGENT FOR SERVICE OF PROCESS

_________________________________ , is hereby designated as the registered office of the Partnership and as the agent upon whom process issued by authority of or under any law of the State of Delaware may be served.

SECTION 7. CAPITAL CONTRIBUTIONS AND ACCOUNTS

7.1 General Partner's Capital Contribution. The Commitment of the General Partner in respect of its general partner interest shall be not less than 2% of the Total Commitments (which amount is referred to herein as the General Partner's "Required Capital"). The Total Commitments shall not exceed $75 million. The General Partner shall contribute its Unfunded Commitment as and when the Partnership receives the Capital Contributions from the Limited Partners, with the contribution by the General Partner to be in the same proportion as its Required Capital bears to the total Required Capital of all Partners.

7.2 Capital Contributions of Limited Partners.

(a) Each Limited Partner must deliver to the Partnership a completed, executed Subscription Agreement which must be satisfactory to the Partnership. Each Limited Partner shall make aggregate cash contributions to the capital of the Partnership no greater than the Unfunded Commitments of such Limited Partner. Each Limited Partner shall pay its Unfunded Commitments in cash to the

Partnership by wire transfer or check in installments as set forth in Section 7.2(b) and (d) below.

(b) Simultaneously with its admission into the Partnership, each Limited Partner shall be required to make its initial contribution of capital in an amount equal to ten percent (10)% of such Limited Partner's Required Capital. The date on which such initial capital contribution is due is referred to hereinafter as the "Initial Contribution Date."

(c) After the Final Closing Date, no Limited Partners (other than Substitute Limited Partners admitted pursuant to Section 12.2 and persons admitted pursuant to Section 7.2(f)) shall be admitted to the Partnership. Until such date, the General Partner may admit one or more additional Limited Partners ('Additional limited Partners") or accept additional Commitments from any existing Limited Partner, who shall be considered an Additional Limited Partner to the extent of such additional Commitments.

(I) A Person shall be admitted to the Partnership as an Additional Limited Partner upon its execution and delivery of the Agreement and the acceptance by the General Partner of such Person's subscription, on behalf of the Partnership. Upon the admission of any Additional Limited Partner or the making of an additional Commitment by any Limited Partner, the General Partner shall amend Exhibit A to reflect the Commitment of such Limited Partner.

(II) At any such subsequent closing, each Additional Limited Partner in respect of its limited partner interest acquired at such closing shall make a payment to the Partnership equal to (x) the capital that such Partner would have been required to contribute had such Partner been admitted as of the date of this Agreement (or had such Partner increased its Commitment as of the date of this Agreement) plus interest at the Prime Rate plus 8% per annum (compounded annually) from the date on which each such contribution was due; provided, however, that if a matenal change in the value of the Partnership's Permitted Unfunded Commitments of the previously admitted Limited Partners shall be increased by such amounts received (other than the interest component). If at the time of admission of any Additional Limited Partner, 10% or less of the Limited Partners' Required Capital has been called by the Partnership, the interest amounts set forth in Section 7.2(c)(u) shall be promptly distributed to the previously admitted Limited Partners pro rata (based on the ratio of each of their Commitments to total Commitments). For purposes of this Agreement and for all accounting and tax reporting purposes, the payments made pursuant to this Section 7.2(c)(m) and the distributions made pursuant to the preceding sentence, shall be treated, in accordance with Section 707(a) of the Code, as the purchase of partnership interests by the Additional Limited Partners from the previously admitted Limited Partners.

(d) After the Initial Contribution Date, the cash contributions of the Limited Partners shall be paid in installments as needed by the Partnership but not in excess of the Unfunded Commitments of the Limited Partners upon ten (10) Business Day' prior written notice from the General Partner. All capital call notices shall state the purpose of the capital call and include a bnef descnption of the investment to be purchased with the capital, if applicable. All notices given by the General Partner with respect to payment of installments of Unfunded Commitment by Limited Partners under this Section 7.2(d) shall be transmitted to Limited Partners in the manner provided in Section 20.2.

(e) Each Limited Partner acknowledges and agrees that, subject to Sections 7.2(g), (h),(i) and (j), its obligation to pay the Unfunded Commitment in cash at the times specified in Section 7.2(b) and (d) is absolute, unqualified and unconditional and, without limitation, is not conditioned upon any other Limited Partner or Limited Partners making the cash contributions that they are obligated to make.

(f) If any Limited Partner fails to make full payment of any portion of its Unfunded Commitment or any other payment required such purchase (on a date and at a place designated by the General Partner), each purchasing Partner shall, as payment in full for the portion of the Defaulting Partner's Interest being purchased, (A) deliver a non-interest bearing, non-recourse promissory note with a maturity of no longer than 10 years (in a form and with a maturity approved by the General Partner), secured only by the Defaulting Partner's Interest being purchased by such Partner, and (B) assume the portion of the Defaulting Partner's obligation to make both defaulted and future Capital Contributions pursuant to its Commitment which are commensurate with the portion of the Defaulting Partner's Interest being purchased by such Partner. The General Partner shall handle the mechanics of making the offers set forth herein and shall in its discretion set time limits for acceptance.

(iv) If the entire Defaulting Partner's Interest is not purchased in the manner set forth in subparagraph (in) above, the General Partner in its sole discretion may (A) offer the remaining Interest to a third party or parties on the same terms as originally offered to the Partners pursuant to subparagraph (in) above subject to the restnctions on transfer contained in Section 12.2 (in which case such third party or parties shall, as a condition of purchasing such Interest, become a party to this Agreement and after purchasing the Interest, shall be deemed automatically admitted to the Partnership), or (B) require the Defaulting Partner to forfeit, as liquidated damages, one-third of its remaining Interest in the Partnership (which forfeited Interest shall be allocated among the non-defaulting Partners in proportion to their respective Interests).

(v) In addition to, or instead of, the other remedies and undertakings available to the General Partner pursuant to this Section 7.2(f), the General Partner may, in its sole discretion, reduce (effective on the date of the default) any portion of such Defaulting Partner's Commitment (which has not been assumed by another Partner) to the amount of the Capital Contributions (which have not been credited to another and to have the power to exercise any nghts or powers of a Limited Partner.

(ix) To the extent that the General Partner acquires the Interest of a Defaulting Partner or any other Limited Partner or otherwise acquires a Limited Partner's Interest, the General Partner shall be deemed to have a Non-Voting Interest with respect to such Interest for all purposes of this Agreement.

(g) Notwithstanding anything contained herein to the contrary, in the event that by making its proportionate Capital Contnbution any BHC Partner would violate the BHC Act or the IB Act, such BHC Partner shall not be subject to the provisions of Section 7.2(f) to the extent failure to make its proportionate Capital Contribution was necessary to avoid a violation of the BHC Act or the IB Act; provided that (1) on or pnor to the due date of such Capital Contribution such BHC Partner shall have delivered to the General Partner a notice stating that such BHC Partner has reasonably determined that there is a material likelihood that making such a Capital Contribution would violate the BHC Act or the IB Act and setting forth the portion of the Capital Contnbution such BHC Partner will fail to make and (11) within 20 Business Days after such Capital Contribution was required to be made, such BHC Partner shall deliver to the General Partner an opinion of counsel reasonably satisfactory to the General Partner (which opinion may be delivered by the general counsel to such BHC Partner) to the effect that by making its proportionate Capital Contribution there is a material likelihood that such BHC Partner would have violated the BHC Act or the IB Act. For purposes of this Agreement, such BHC Partner's Required Capital shall be deemed to be the total Capital Contributions made by such BHC Partner.

(h) Notwithstanding anything contained herein to the contrary, in the event that by making its proportionate Capital Contnbution any ERISA Partner would violate ERISA or state law, such ERISA Partner shall not be subject to the provisions of Section 7.2(f) to the extent failure to make its proportionate Capital Contribution was necessary to avoid a violation of ERISA or state law; provided of such fiduciary duties and setting forth the portion of the Capital Contribution such Foundation Partner will fail to make and (n) within 20 Business Days after such Capital Contribution was required to be made, such Foundation Partner shall deliver to the General Partner an opinion of counsel reasonably satisfactory to the General Partner (which opinion may be delivered by the general counsel to such Foundation Partner) to the effect that by making its proportionate Capital Contribution there is a material likelihood that such Foundation Partner would be subject to such excise taxes or would materially violate or breach such fiduciary duties. For purposes of this Agreement, such Foundation Partner's Required Capital shall be deemed to be the total Capital Contributions made by such Foundation Partner.

(j) Notwithstanding anything contained herein to the contrary, in the event that by making its proportionate Capital Contribution any Limited Partner's status would create a material risk of subjecting the Partnership or the General Partner to any governmental regulation or requiring registration which the General Partner believes to be significant, such Limited Partner shall not be subject to the provisions of Section 7.2(f) to the extent failure to make its proportionate Capital Contribution was necessary to avoid the Partnership or the General Partner being subject to such regulation or registration; provided That (1) on or prior to the due date of such Capital Contribution such Limited Partner shall have delivered to the General Partner or the General Partner shall have delivered to such Limited Partner a notice stating that such Limited Partner or the General Partner, as the case may be, has reasonably determined that there is a matenal likelihood that making such a Capital Contribution by such Limited Partner would subject the Partnership or the General Partner to such regulation or registration and setting forth the portion of the Capital Contribution such Limited Partner will fail to make and (11) within 20 Business Days after such Capital Contribution was required to be made, such Limited Partner shall deliver to the General Partner or the General Partner shall deliver to such Limited Partner an opinion of counsel reasonably satisfactory to the General Partner or such Limited Partner, as the case may be, (which opinion may be delivered by the general counsel to such Limited Partner or the General Partner, as applicable) to the effect that by making its proportionate Capital Contribution there is a matenal likelihood that such Limited Partner's status would subject the Partnership or the General Partner to such regulation or registration. For purposes of this Agreement, such Limited Partner's Required Capital shall be deemed to be the total Capital Contnbutions made by such Limited Partner.

7.3 No Additional Capital Contributions. Except as provided in Section 7.2 a Limited Partner shall not make or be required to make additional Capital Contnbutions to the Partnership.

7.4 Withdrawal of Capital. Except as provided in Sections 11.8 (c) and 12, no Partner shall have any right to withdraw from the Partnership or make a demand for withdrawal of any of its Capital Contribution.

7.5 Capital Accounts.

(a) A separate capital account ('Capital Account") for the General Partner and each of the Limited Partners shall be established on the books of the Partnership as set forth below and otherwise in accordance with the applicable Treasury Regulations. The Capital Contribution of each Partner shall be credited to the Capital Account of such Partner. Distributions to the Partners from the Partnership shall be debited against their respective Capital Accounts. Such Capital Accounts shall also reflect the share of the Net Profits or Net Losses of the Partnership allocated to each Partner pursuant to this Agreement. The Capital Accounts of the Partners maybe adjusted to reflect a revaluation of property of the Partnership upon a distribution or contribution to capital, as determined by the General Partner, consistent with the provisions of Treasury Regulation Sections 1.704-l(b)(2)(iv)(f).

(b) Each Partner recognizes and intends that for federal and state income tax purposes, the Partnership will be classified as a partnership, and the Partners will not make any election or take any other deliberate action that would cause the relationship of the Partners under this Agreement to be excluded from the application of all or any part of Subchapter K of Chapter 1 of Subtitle A of the Code, from any successor provisions to Subchapter K of the Code or from similar provisions of state law or the law of any foreign junsdiction.

(c) A Person who is substituted as a Partner pursuant to this Agreement shall be deemed to have made the Capital Contributions attributable to the Interest it is acquiring, if any, and shall succeed to the Capital Account of its transferor to the extent of the Interest it is acquiring.

SECTION 8. ALLOCATION OF NET PROFIT AND NET LOSS; DISTRIBUTIONS; ORGANIZATION AND OFFERING EXPENSES

8.1 Allocation of Net Profit and Net Loss.

(a) Except as otherwise provided in this Agreement, all items of income, gain, loss and deduction compnsing the Net Profits or Net Losses of the Partnership for each Allocation Penod will be allocated among the Partners in accordance with each Partner's economic interest in the respective item, as determined by the General Partner pursuant to Section 704(b) and (c) of the Code and the related Regulations. Unless the General Partner determines otherwise, allocations will be made among the Partners such that the Capital Account of each Partner, immediately after giving effect to such allocations, shall equal, as nearly as possible, (l) the amount of the distributions that would be made to such Partner if (A) the Partnership were dissolved and terminated, (B) its affairs were wound up and each of its remaining assets were sold for its Carrying Value (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability), (C) all liabilities of the Partnership were satisfied; and (D) the net assets of the Partnership were distributed to the Partners in accordance with Section 8.2(a)(u) immediately after making the allocation, minus (u) the Partner's share of partnership minimum gain and partnership any deficit balance in its Capital Account (as determined for purposes of Section 8.1(c)). Any special allocations of taxable income or gain pursuant to this Section 8.1(d) shall be taken into account in computing subsequent allocations of taxable income or gain, so that the net amount of any item so allocated to each Limited Partner pursuant to Section 8.1(c) shall, to the extent possible, be equal to the net amount that would have been allocated to each such Limited Partner if such unexpected adjustments, allocations or distributions had not occurred, (e) In the event any Partner has a deficit Capital Account at the end of any Allocation Penod which is in excess of the sum of (x) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (y) the amount such Partner is deemed to be obligated to restore pursuant to the second sentences of Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 8.1(e) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 8 have been tentatively made.

8.2 Distributions.

(a) Cash Distributions of Net Profits, Realized Gains and Capital.

(l) Subject to retention for reserves or expenses, the General Partner shall distnbute (A) the proceeds of the sale of a Portfolio Secunty, or any portion thereof within 90 days of such sale, and (B) money which it determines represents dividend or interest income quarterly.

(u) Each distribution initially shall be tentatively apportioned among the Partners in proportion to their Required Capital. The amount so apportioned to the General Partner shall be distributed to the General Partner without giving regard to the priorities set forth in Sections 8.2(a)(u)(A) and (B). The amount so apportioned to each Limited Partner shall be further divided in its sole and absolute discretion, distnbute Portfolio Secunties among the Partners in accordance with this Section 8.2(b).

(I) Portfolio Secunties shall be deemed to have been sold at the value as of the Record Date, shall be distnbuted in accordance with Section 8.2(a)(11) and shall be deemed to have been distnbuted to the Partners pursuant to Section 8.2(a) (n) (for avoidance of doubt, Portfolio Secunties shall be distnbuted into the Escrow Account to the extent that they would have been distributed into the Escrow Account pursuant to Section 8.2(a)(n)(B) had they been cash distnbutions) for all purposes of this Agreement.

(II) Pnor to a dissolution event under Section 18, the General Partner shall not distribute Portfolio Secunties to the Partners unless the General Partner believes, based upon ihe advice of counsel, that Partners may thereafter resell such Portfolio Secunties without registration under the Secunties Act either (A) in reliance on Rule 144(k) (unless, if all such secunties distributed may be sold at the time of distribution in any one ninety (90)-day penod, then pursuant to the other provisions of Rule 144) of the Secunties and Exchange Commission (the "Rule") under the Secunties Act, provided that such Partners comply with the conditions of the Rule, or (B) in reliance upon any other comparable exemption from Secunties Act registration; in reaching this conclusion the General Partner may conclusively presume (absent wntten evidence from a Limited Partner to the contrary) (x) that no Limited Partner is an affiliate (within the meaning of the Rule) of the issuer of the Portfolio Secunties, (y) that no Partner beneficially owns (other than indirectly in respect of any Portfolio Secunties retained by the Partnership) or will receive from any source other than the Partnership secunties of the same class and issuer as the Portfolio Secunties to be distributed, and (z) that no Partner will have any sale of secunties of the same class and issuer by another Person (other than another Partner) attributed to it or aggregated with such Partner's sale of such Portfolio Secunties. Each Limited Partner acknowledges that the certificates (d) Record Date. The "Record Date" for a distnbution of Portfolio Securities shall mean the date selected by the General Partner in the following manner. At any time that the General Partner shall determine to make a distnbution to the Partners pursuant to Section 8.2, the General Partner shall determine the value of any Portfolio Secunties to be distributed in kind and the Net Asset Value of the Partnership pursuant to Section 15 and the General Partner shall use its best efforts to effect such distribution within two (2) Business Days thereafter. The date of such value determination by the General Partner shall be the Record Date for such distribution.

8.3 Allocations of Net Profit and Net Loss: Distributions in Respect of Interests Transferred. If any Units are transferred during any Allocation Period, the Net Profit or Net Loss attributable to such Units and to the owners thereof for such Allocation Period shall be divided and allocated between the transferor and the transferee proportionately on the basis of the number of days during the Allocation Period that each was the owner of record of the Units transferred unless the General Partner, as the "tax matters partner," after notice to the transferor and transferee, determines that such allocation shall be done as if the Partnership's Allocation Period had ended on the last day of he month immediately following such date of such transfer. Distributions of Partnership assets in respect of Units shall be made only to Persons who, according to the books and records of the Partnership, are the owners of record of the Units in respect of which such distributions are made, on the date determined by the General Partner as of which owners of Units are entitled to such distnbutions. Neither the General Partner nor the Partnership shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the General Partner or the Partnership has knowledge or notice of any transfer of ownership of any Units.

8.4 Amortization of Organization and Offering Expenses. In

accordance with Section 709(b) of the Code, the Partnership shall elect for federal income tax purposes to amortize its organizational expenses (as this term is defined in that Section) over a penod of 60 months.

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