D.B. ZWIRN PARTNERS, LLC Jamuary 11, 2005 Jeffiey Epstein : Financial Trost Company, Inc, t . ~" “457 Madison Ayenue, 4th Floor New York, New York 10022 : . ~ * Rez Jans Dear Mr. Epstein, Agreement, dated as of May 1, 2003 (as amended to the date hercof, the “Agreement” of the Fund, the General Partner hereby.agrees that Financial Trust Company, Inc. (the “Company”) shall be permitted to withdraw its Capital Account as of the last Business Day of the calendar . quarter ending at least two years after the Company initially purchases this Interest and as of the second anniversary of that date thereafter upon not less than 120 days” prior written Notice to the Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement. . Yours truly, “Oty Managing Principal 245 Perm Avmoary, i FLOOR, Niw Yous, Nuit Yout nore = onfidential Treatment Requested y Fried Frank Harris Shriver & Jacobson. LLP DB2 0003388 EFTA00591175