EFTA00310618.txt

"The affairs of the Partnership, including its investment portfolio, are managed by SAB Capital Advisors, L.L.C. (the "General Partner")"

"SAB Capital Advisors, L.L.C. (the "General Partner"), a Delaware limited liability company, of which Scott A. Bommer serves as the managing member"

"Mr. Bommer also actively manages SAB Capital Partners II, L.P."

"Mr. Bommer also actively manages... SAB Overseas Fund, Ltd."

"Mr. Scott A. Bommer is the managing member of the General Partner"

"Mr. Bonuner is the managing member of SAB Capital Management, L.L.C."

"SAB Capital Advisors, L.L.C., a Delaware limited liability company, is the general partner of the Partnership"

"Mr. Bommer invested a substantial portion of his net worth in the Partnership"

"Scott A Sommer, the managing member of the General Partner"

"Schulte Roth & Zabel LLP... acts as legal counsel to the Partnership"

"Schulte Roth & Zabel LLP also acts as counsel to the General Partner"

"Schulte Roth & Zabel LLP also acts as counsel to... the Management Company"

"managed by Scott A. Bommer who serves as the managing member (the "Managing Member") and President of the General Partner"

"SAB Capital Management, L.L.C., a Delaware limited liability company controlled by Mr. Bommer"

"Brian Jackelow, joined Mr. Bommer in March 2000 and serves as the Controller of the General Partner"

"Kenney Oh, joined Mr. Bommer in December 1998 and serves as a Vice-President of the General Partner"

"Investment funds (the "Reservoir Funds") controlled by Reservoir Capital Group, L.L.C. ... have made a substantial investment in and commitment to the"

"Reservoir Capital Group, L.L.C. ... are non-managing members of the General Partner"

"SAB Capital Advisors, L.L.C., is the General Partner of the Partnership"

"The Partnership will pay to the Management Company a management fee... equal to 0.375% (1.5% per annum) of each Limited Partner's beginning capital ac"

"20% of the Net Increase credited to each Primary Capital Account of a Class B Limited Partner will be reallocated to the Capital Account of the Genera"

"Investment funds (the "Reservoir Funds") controlled by Reservoir Capital Group, L.L.C."

"The Reservoir Funds are non-managing members of the General Partner"

"The Reservoir Funds are ... limited partners of the Management Company."

"As of February 28, 2002, the Reservoir Funds' limited partner capital accounts in the Partnership had an aggregate value of approximately $68 million"

"The Partnership's securities and other assets are held in securities accounts at Goldman, Sachs and/or its affiliates"

"The General Partner believes that targeting situations... provides a "margin of safety" which will afford both a low probability of loss of principal."

"it will not invest more than 25% of a Limited Partner's capital account"

"The Incentive Allocation (as well as the Management Fee) was set by the General Partner without negotiations with any third party."

"the General Partner would otherwise recommend, to the possible detriment of the Partnership"

"the reduction, in the discretion of the General Partner, of the carrying value of a Side-Pocket Investment"

"The Partnership may pursue these investments in several circumstances including... the General Partner believes is mispriced"

"the General Partner may, in its discretion, limit withdrawals"

"Copy No. 258 Name: Jeff Epstein SAB CAPITAL PARTNERS, L.P."

"SAB CAPITAL PARTNERS, L.P. 650 Madison Avenue 26th Floor New York, NY 10022"

"Under the Partnership Agreement, the General Partner has the discretion to allocate specially an amount of the Partnership's capital gain"

"Each prospective tax-exempt Limited Partner is urged to consult its own counsel regarding the acquisition of Interests"

"The Partnership files an annual partnership information return with the Service which reports the results of operations"

"SAB Capital Management, L.P., a Delaware limited partnership (the "Management Company), provides administrative and management services to the Partner"

"The General Partner has designated Ernst & Young, LLP as the independent auditors of the Partnership"

"The authority for all such decisions is delegated to the General Partner"

"The General Partner has complete discretion in deciding what brokers and dealers the Partnership uses"

"the General Partner believes that the Partnership will meet such 95% gross income test"

"no assurance that a mixed straddle account election by the Partnership will be accepted by the Service"

"pursuant to Temporary Regulations issued by the Treasury Department, these limitations on deductibility may apply to a noncorporate limited Partner's "

"The General Partner will monitor the investments in the Partnership"

"Reservoir's principals were previously investment partners at Ziff Brothers Investments"

"In consideration for the Management Fee, the Management Company bears the Partnership's normal and recurring operating expenses and provides to the Pa"

"The General Partner, designated as the "Tax Matters Partner," has considerable authority to make decisions affecting the tax treatment and procedural "

"The Partnership may, in the sole discretion of the General Partner, leverage its investment positions"