Exhibit 10.1


                                                                  EXECUTION




                          NOTE PURCHASE AGREEMENT

          NOTE  PURCHASE  AGREEMENT  dated as of  January  19,  2006  among
GOLDMAN  SACHS HEDGE FUND  PARTNERS  II, LLC, a limited  liability  company
organized  under the laws of Delaware (the  "Issuer") and BARCLAYS BANK PLC
(together with any successor  pursuant to Section 9(h),  collectively,  the
"Noteholder").

          In  consideration of the premises and of the mutual covenants and
agreements  contained  herein and for good and valuable  consideration  the
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:

     Section 1. The Note.
                --------

          (a) Advances Under the Note.  Subject to the  satisfaction by the
Issuer  of the  terms  and  conditions  set  forth in this  Agreement,  the
Noteholder agrees to make advances to the Issuer under a promissory note in
substantially  the form of Exhibit A hereto (the  "Note") from time to time
on any Business Day (each,  an "Advance")  during the Term (as  hereinafter
defined) in an aggregate  principal  amount at any time  outstanding not to
exceed the lesser of (i) $50,000,000,  and (ii) an amount equal to 10.0% of
the Issuer's most recent "NAV" (as hereinafter  defined) delivered pursuant
to Section  6(d) (the  lesser of clause  (a)(i) and (ii) from time to time,
the "Commitment"). Each request for an Advance will be made from the Issuer
to the Noteholder by telephone, which shall be irrevocable,  not later than
11:00  A.M.  (New York  time) two  Business  Days  prior to the date of the
requested Advance and confirmed promptly in writing or by telecopier or (to
the extent permitted by Section 9(b)) electronic mail in substantially  the
form of Exhibit C hereto (each,  a "Notice of Advance").  The Note shall be
governed  by, and the rights and the  benefits of the  Noteholder  shall be
determined in accordance  with, the terms and conditions of this Agreement.
Upon  fulfillment  of the  applicable  conditions  precedent  set  forth in
Section 4, the Noteholder  will make such funds  available to the Issuer at
such account as the Issuer shall designate for such purpose, and shall note
the Advance date,  the  principal  amount of such Advance and the aggregate
then-outstanding  principal  balance of the Note on Schedule A to the Note;
provided that the failure of the Noteholder to make any such  notation,  or
any error  therein,  shall not affect the obligation of the Issuer to repay
the Advances in  accordance  with the terms of this  Agreement.  Within the
limits of the Commitment in effect from time to time, the Issuer may borrow
under this Section 1(a),  prepay the principal  amount thereof  pursuant to
Section 3(b) and reborrow under this Section 1(a).  There shall not be more
than three Advances outstanding simultaneously at any time.

          (b)  Commitment  Fee.  The Issuer  shall pay to the  Noteholder a
monthly  fee in an amount  equal to 0.25% per annum of the  greater  of (i)
$20,000,000  less the  average  daily  aggregate  principal  amount  of all
Advances  outstanding;  and (ii) the average daily aggregate unused portion
of the Commitment then in effect (the  "Commitment  Fee"),  calculated on a
basis of actual days elapsed and a year of 360 days and, unless capitalized
in  accordance  with Section  1(c)(ii),  payable  monthly in arrears on the
first  Business Day of each calendar  month for the  immediately  preceding
calendar month (each, an "Monthly Payment Date"); provided, that whenever a
Monthly  Payment Date would  otherwise  occur on a date  subsequent  to the
expiration  of the Term,  such  Monthly  Payment  Date shall be the date on
which  the  Term  shall  expire  (whether  by  maturity,   acceleration  or
otherwise),  and will not extend the maturity of the Note.  "Business  Day"
means a day,  other than a Saturday  or Sunday,  on which banks are open in
New York, New York and London, England.

          (c)   Interest.   (i)  The  Issuer  shall  pay  interest  on  the
outstanding  principal  amount of the  Advances  from the date of borrowing
thereof  until such  principal  amount shall be paid in full, at a rate per
annum equal to the  Applicable  LIBOR (as  hereinafter  defined) plus 0.65%
(the "Interest  Rate"),  calculated on a basis of actual days elapsed and a
year of 360  days  and,  unless  capitalized  in  accordance  with  Section
1(c)(ii), payable in arrears on the applicable Monthly Payment Date for the
immediately preceding calendar month, and on the date such Advance shall be
paid in full.

          "APPLICABLE  LIBOR"  means (i) with  respect to any  Advance  for
which notice is given later than 11:00 A.M. (New York time) three  Business
Days prior to the date of the requested  Advance, a rate per annum equal to
the overnight LIBOR (as hereinafter  defined)  ("OVERNIGHT  LIBOR") for the
initial day of such Advance, and such Advance shall thereafter be deemed to
be  continued  on the next  Business  Day at a rate per annum  equal to the
one-week  LIBOR  ("WEEKLY  LIBOR"),  and (ii)  with  respect  to all  other
Advances, a rate per annum equal to the Weekly LIBOR.

          "LIBOR" means the rate per annum appearing on Moneyline  Telerate
Markets Page 3750 (or on any successor or substitute  page of such service,
or any  successor  to or  substitute  service,  providing  rate  quotations
comparable to those  currently  provided on such page of such  service,  as
determined  by the  Noteholder)  as the London  interbank  offered rate for
overnight  or  one-week  deposits,  as  applicable,   in  U.S.  dollars  at
approximately 11:00 A.M. (London time) two Business Days prior to the first
day  of  such  interest  period,  as  adjusted  by any  applicable  reserve
percentage  required for banks in New York in accordance  with Regulation D
of the Board of Governors of the Federal Reserve System.

          (ii)  Capitalization  of  Commitment  Fees,  Interest.   Interest
accruing on Advances at the Overnight  LIBOR shall,  so long as no Event of
Default  has  occurred  and  is  outstanding  or  would  result  therefrom,
automatically  capitalize  and be added  to the  principal  amount  of such
Advance on the next Business Day.

          So long as no Event  of  Default  (as  hereinafter  defined)  has
occurred and is continuing or would result therefrom, unless the Issuer has
given prior written notice to the Noteholder not later than 11:00 A.M. (New
York time) two Business  Days prior to a Monthly  Payment Date that it will
pay the full amount in cash of any accrued and unpaid  Commitment  Fees and
interest on each  Advance on such date,  then (x) the Issuer will be deemed
to have given a Notice of Advance  requesting an Advance at Weekly LIBOR on
such Monthly  Payment Date in an amount  equal to the  aggregate  amount of
Commitment  Fees and  interest  that would  otherwise be due and payable on
such  Monthly  Payment  Date,  and  (y)  such  amount  shall  automatically
capitalize and be added to the principal amount of the Advances outstanding
as  of  such  Monthly   Payment  Date.   Notwithstanding   the   foregoing,
capitalization  of  Commitment  Fees and interest  pursuant to this Section
1(c)(ii) shall not be permitted if the  Commitment  then in effect would be
exceeded as a result thereof.  The principal  amount of all Commitment Fees
and interest  capitalized pursuant to this Section 1(c)(ii) shall be deemed
to utilize  the  Commitment  from the date of such  capitalization  for all
purposes hereof.

          (iii) Interest Savings.  Notwithstanding anything to the contrary
herein, if at any time the applicable Interest Rate payable for the account
of the  Noteholder  hereunder  (the "Stated Rate") would exceed the highest
rate of interest  permitted  under any  applicable law to be charged by the
Noteholder  (the "Maximum  Lawful  Rate"),  then for so long as the Maximum
Lawful Rate would be so exceeded,  the applicable Interest Rate payable for
the account of the  Noteholder  shall be equal to the Maximum  Lawful Rate;
provided,  that if at any time  thereafter the Stated Rate is less than the
Maximum  Lawful Rate,  the Issuer  shall,  to the extent  permitted by law,
continue to pay interest for the account of the  Noteholder  at the Maximum
Lawful  Rate  until  such  time  as  the  total  interest  received  by the
Noteholder is equal to the total interest  which the Noteholder  would have
received had the Stated Rate been (but for the operation of this provision)
the interest rate payable.

          (d) Use of  Proceeds.  The Issuer  shall use the  proceeds of the
Advances for purposes of financing  subscriptions  and  redemptions  of its
investments  in  certain  "Investment  Funds"  referred  to in the  PPM (as
hereinafter  defined)  (collectively,  "Fund Assets") from time to time and
for other general  corporate  purposes of the Issuer not  prohibited by the
terms hereof or the Investment Guidelines attached as Exhibit B hereto (the
"Investment Guidelines").  The Issuer is not, and shall not become, engaged
in the  business  of  extending  credit for the  purpose of  purchasing  or
carrying  any "margin  stock"  (within the meaning of  Regulation  U of the
Board of Governors of the Federal Reserve System (12 CFR 221)).  The Issuer
hereby  agrees  that  none  of the  proceeds  of any  Advance  will be used
directly or  indirectly  to purchase or carry any margin stock in violation
of  Regulation  T, U or X of the Board of Governors of the Federal  Reserve
System.

          (e) Note  Register.  Acting for this  purpose,  but only for this
purpose,  as an agent of the Issuer,  the Noteholder  shall maintain at its
address, referred to immediately below its signature on the signature pages
to  this  Agreement,  a  register  for the  recordation  of the  names  and
addresses  of all  Noteholders,  and the  principal  amount of the Advances
owing to each such Noteholder from time to time (the "REGISTER"); provided,
that  the  Noteholder  may  resign  as  registrar  in  connection  with any
assignment of all its rights and  obligations  hereunder and under the Note
in  accordance  with Section  9(h).  The entries in the  Register  shall be
conclusive and binding for all purposes,  absent  manifest  error,  and the
Issuer and the  Noteholder may treat each Person (as  hereinafter  defined)
whose name is recorded in the Register as a  "Noteholder"  for all purposes
of this Agreement;  provided,  that assignments shall be subject to Section
9(h).  No transfer  or  assignment  of the Note or any  portion  thereof in
accordance  with  Section  9(h) shall be  effective  for  purposes  of this
Agreement unless such assignment has been recorded in the Register pursuant
to this Section 1(e). The Register shall be available for inspection by the
Issuer or any Noteholder at any reasonable  time and from time to time upon
reasonable prior notice. "PERSON" means an individual, firm, unincorporated
organization, corporation, partnership, governmental authority or any other
entity.

     Section 2. Term and Termination.
                --------------------

          (a) The Noteholder's commitment to make any Advance will commence
on the date first  written above and terminate on the first to occur of any
of the following (the "TERM"):  (i) January 17, 2007 (the "MATURITY DATE"),
(ii) the day on which (A) an  Optional  Prepayment  of all of the  Advances
outstanding  under the Note has occurred and (B) at least two Business Days
have elapsed since the Noteholder has received  notice by the Issuer of its
election  to  terminate  the  Noteholder's   obligation  to  make  Advances
hereunder in full (an "OPTIONAL COMMITMENT TERMINATION"),  and (iii) at the
Noteholder's  option, the day on which an Event of Default has occurred and
is continuing;  provided,  that the Term will automatically  terminate upon
the occurrence of any event or circumstance  described in Section 8(f). The
Noteholder may, but shall not be required to, commence discussions with the
Issuer  about  extending  or  renewing  the  Term  within  60  days  of the
expiration thereof.

          (b)  In  the  event  of  any  termination  of  the   Noteholder's
obligation to make Advances pursuant to--

          (i) Section  2(a)(i),  the Issuer  shall  immediately  pay to the
     Noteholder the aggregate principal  outstanding amount of all Advances
     outstanding,  all accrued and unpaid interest,  any accrued and unpaid
     Commitment   Fees  (if  applicable)  and  all  other  amounts  payable
     hereunder and with respect to the Note (collectively, the "OUTSTANDING
     AMOUNT"); or

          (ii) Section 2(a)(ii), the Issuer shall, no later than the day on
     which an Optional Commitment Termination has become effective,  pay to
     the Noteholder the sum of

               (x) the Outstanding Amount; plus

               (y) an amount  equal to the product of 0.25% per annum times
          the greater of (I)  $20,000,000 and (II) the Commitment in effect
          immediately prior to such Optional  Commitment  Termination times
          M; where "M" equals  the  period  commencing  on the date of such
          Optional  Commitment  Termination and ending on January 17, 2007,
          calculated  on a basis of actual  days  elapsed and a year of 360
          days (the "EARLY CLOSEOUT FEE");

               provided,  that the Issuer shall not be obligated to pay the
          Early  Closeout Fee in  connection  with any Optional  Commitment
          Termination  made within 30 days of any request by the Noteholder
          for   indemnification   arising   from  any  Change  in  Law  (as
          hereinafter  defined)  pursuant to Section  9(c) or any Taxes (as
          hereinafter defined) pursuant to Section 9(d); or

          (iii) Section  2(a)(iii),  other than as a result of any Event of
     Default solely under Section 8(o), the Issuer shall immediately pay to
     the Noteholder (x) the Outstanding Amount, plus (y) the Early Closeout
     Fee.

          (c) All  calculations  with  respect  to  amounts  payable to the
Noteholder  shall be determined by the  Noteholder  and shall be binding on
the Issuer absent manifest error.  Whenever any payment  hereunder shall be
stated to be due on a day other than a Business  Day, such payment shall be
made on the preceding  Business  Day, and such  adjustment of time shall in
such case be included in the computation of payment of interest or fees, as
the case may be. The principal  amount of any Advance made or repaid on any
day shall  affect  the  calculation  of the  Commitment  Fee as of the next
succeeding  Business  Day. All payments  will be made to the  Noteholder by
certified or bank cashier's check or wire transfer of immediately available
funds, at such address and to such account as the Noteholder  shall specify
in writing to the Issuer  from time to time in  accordance  with the notice
provisions hereof.

      Section 3. Repayment.
                 ---------

          (a) Repayment at Maturity. The Issuer shall repay the Outstanding
Amount of all  Advances  and all other  amounts  payable  hereunder  on the
earlier of (i) the Maturity  Date, and (ii) such earlier date on which such
amounts  become due and payable in accordance  with the  provisions of this
Agreement  or the  Note,  whether  by  maturity,  acceleration,  demand  or
otherwise.

          (b) Prepayment.  (i) Optional. The Issuer may prepay the Advances
in whole or part (each, an "OPTIONAL  PREPAYMENT") prior to maturity on any
Business Day by written  notice given to the  Noteholder not later than two
Business Days prior to the date thereof,  in each case  specifying the date
(which shall be a Business Day) and the principal amount thereof. If notice
of an Optional Prepayment is given, the Issuer shall prepay the Advances in
the amount and at the time  specified  in each such  notice.  Each  partial
Optional  Prepayment shall be in an aggregate  principal amount of not less
than $1,000,000,  or, if less, the remaining  outstanding principal balance
of the Note.  Each  Optional  Prepayment  shall be made  together  with all
accrued and unpaid interest thereon at the applicable Interest Rate.

          (ii) Mandatory.  The Issuer shall prepay all Advances outstanding
in full,  together with all interest and other  amounts  payable in respect
thereof (including,  without limitation, the Early Closeout Fee), not later
than 90 days  following the date on which the  Noteholder  shall have given
written  notice of the  occurrence  and  continuance  of any failure of the
Issuer  to  comply  with  either  or  both of  section  4(b) or 5(c) of the
Investment  Guidelines (a "LOOK-THROUGH  FAILURE") within the five-Business
Days of the "Remediation Period" referred to in Section 6 of the Investment
Guidelines;  provided,  that no Event of Default or event that, with notice
or lapse of time or both,  would  become an Event of Default (a  "DEFAULT")
shall be deemed to have occurred  with respect to such failure  during such
90-day period.

          (c) Compliance with Trigger Amounts.  If the aggregate  principal
amount of all Advances  outstanding  at any time (less the estimated  value
(as  reasonably   determined  by  the  Issuer  in  consultation   with  the
Noteholder) of all pending  redemptions of Fund Assets, if any, as to which
copies of  redemption  notices  have been  delivered to the  Noteholder  in
accordance  with the  reporting  requirements  of  Schedule I hereto)  (the
"ADJUSTED  AMOUNT")  exceeds  12% of the NAV (the  "DEBT TO EQUITY  TRIGGER
THRESHOLD")  most recently  delivered  pursuant to Section 6(d), the Issuer
shall as soon as practicable  but in any event not later than five Business
Days  after the date  thereof  take all  action  necessary  and  reasonably
requested  by the  Noteholder  to redeem Fund Assets in an amount  equal to
120% of the amount by which the Adjusted  Amount  exceeds the Commitment in
effect at such time. Promptly and in any event not later than five Business
Days after  receipt by the Issuer of the  proceeds of any such  redemption,
the Issuer  shall  repay  Advances by an amount not less than the excess of
the Adjusted  Amount over the  Commitment in effect at such time,  together
with interest and all other amounts payable in respect thereof.

     Section 4. Conditions to Purchase.
                ----------------------

          The Noteholder's obligation to make Advances hereunder is subject
to the fulfilment,  to the  satisfaction of the Noteholder,  of each of the
following conditions:

          (a) Solely with  respect to the initial  Advance  under the Note,
the  Noteholder  shall have  received  certified or original  copies of the
following  documents,  all duly  executed and  delivered by the  respective
parties  thereto  and in full force and effect  and  otherwise  in form and
substance reasonably satisfactory to the Noteholder: (i) the certificate of
formation and limited  liability company agreement of the Issuer (including
any amendments  thereto),  (ii) the resolutions of Goldman Sachs Hedge Fund
Strategies  LLC, a limited  liability  company  organized under the laws of
Delaware  (the  "MANAGING  MEMBER"),  the  managing  member of the  Issuer,
authorizing  and  approving  the issuance by the Issuer of the Note and the
borrowing of Advances up to the Commitment,  (iii) a certificate  issued by
the  Secretary of State of Delaware as to the good  standing of the Issuer,
(iv) the Issuer's Private  Placement  Memorandum dated as of June 2003, and
all  amendments,  supplements  and  modifications  thereto  (as so amended,
supplemented and otherwise  modified as of the date hereof,  the "PPM") and
all forms of subscription agreements, in each case, as in effect as of such
date, (v) the Investment  Management  Agreement  dated as of August 1, 2003
between  the  Managing  Member and Issuer,  (vi) the  Amended and  Restated
Services  Agreement dated as of May 4, 2004 among the Issuer,  the Managing
Member and SEI Global Investors,  Inc. (the "FUND ADMINISTRATOR");  (vii) a
certificate  of  the  secretary  of the  Managing  Member  attesting  as to
incumbency  of all  officers  signing  this  Agreement  and  the  Note  and
addressing  such other matters as the Noteholder  may  reasonably  request,
(viii)  the legal  opinion of  internal  staff  counsel of the Issuer  with
respect to such matters as the  Noteholder  may  reasonably  request,  (ix)
evidence  reasonably  satisfactory  to the  Noteholder  that the NAV of the
Issuer as of the date of the initial Advance is not less than $450,000,000,
and (x) such other  approvals,  opinions  and  documents  relating  to this
Agreement and the transactions  contemplated hereby as the Noteholder shall
have  reasonably  requested (the  documents and  agreements  referred to in
clauses  (i)-(vi)  of  this  Section  4(a),  collectively,  the  "SPECIFIED
AGREEMENTS").

          (b) The Noteholder  shall have received a duly executed Notice of
Advance with respect to each such Advance.

          (c) The representations and warranties of the Issuer herein shall
be  true  and  correct  in all  material  respects  as of the  date of each
Advance, before and after giving effect to each such Advance.

          (d) The Issuer shall have  performed and complied in all material
respects with all  obligations  and agreements  required  herein and in the
Note to be performed or complied with by it.

          (e) No Event of  Default  or event that with the lapse of time or
the giving of notice or both  would  constitute  an Event of Default  shall
have  occurred  and be  continuing  hereunder  or under the Note,  or would
result  from the  making of such  Advance  or from the  application  of the
proceeds therefrom.

          (f) The Issuer shall have complied with, or caused the compliance
of,  to  the  reasonable  satisfaction  of  the  Noteholder  the  reporting
requirements set forth in SCHEDULE I hereto as of the date of such Advance.

          (g) After  giving  effect to each  such  Advance,  the sum of the
principal amount of all Advances  outstanding shall not exceed  Commitment,
as determined by the Noteholder.

      Section 5. Representations and Warranties.
                 ------------------------------

          (a) The Issuer  represents  and  warrants  to the  Noteholder  as
follows:

          (i) The Issuer (A) is duly  organized,  validly  existing  and in
good standing under the laws of the  jurisdiction of its formation,  (B) is
duly qualified and in good standing as a foreign limited  liability company
in each other  jurisdiction in which it owns or leases property or in which
the  conduct of its  business  requires  it to so  qualify  or be  licensed
except, in each case, where a failure so to qualify and be in good standing
could not reasonably be expected to result in a material  adverse effect on
the business,  condition (financial or otherwise),  assets or properties of
the Issuer, or on the legality, validity or enforceability of any provision
of this Agreement or the Note (a "MATERIAL ADVERSE EFFECT") and (C) has all
requisite  power and  authority to own or lease and operate its  properties
and to  carry  on its  business  as now  conducted  and as  proposed  to be
conducted.

          (ii) The  execution,  delivery and  performance  by the Issuer of
this  Agreement  and the Note are  within  its  limited  liability  company
powers,  have been  duly  authorized  by all  necessary  limited  liability
company  action,  and do not (A)  contravene  the  Issuer's  organizational
documents,  (B) contravene  any  contractual  restriction  binding on it or
require any consent  under any  agreement  or  instrument  to which it is a
party or by which any of its  properties or assets is bound or result in or
require the creation or imposition of any lien,  pledge,  security interest
or  other  charge  or  encumbrance  of any  kind,  or  any  other  type  of
preferential  arrangement  (each,  a "LIEN") upon any property or assets of
the  Issuer  or  (C)  violate  any  applicable  law,  or  writ,   judgment,
injunction,  decree, determination or award. The Issuer is not in violation
of  any  such  applicable   law,  writ,   judgment,   injunction,   decree,
determination or award or in breach of any contractual  restriction binding
upon it, except for such  violation or breach which could not reasonably be
expected to result in a Material Adverse Effect.

          (iii) No order,  consent,  approval,  license,  authorization  or
validation of, or filing,  recording or registration  with, or exemption or
waiver by, any  governmental  authority or any other third party (except as
have been  obtained or made and are in full force and effect),  is required
to  authorize,  or  is  required  for,  (A)  the  execution,  delivery  and
performance  by the  Issuer  of  this  Agreement  or the  Note  or (B)  the
legality, validity, binding effect or enforceability hereof or thereof.

          (iv)  This  Agreement  is and the Note when  delivered  for value
hereunder  will be the legal,  valid and binding  obligations of the Issuer
enforceable against the Issuer in accordance with its respective terms.

          (v) There is no  pending  or,  to the  knowledge  of the  Issuer,
threatened   action  or   proceeding   affecting   the  Issuer  before  any
governmental  authority or arbitrator which could reasonably be expected to
result in a Material Adverse Effect.

          (vi)  The  Issuer  is not an  "investment  company,"  or a person
"controlled  by" an "investment  company," as such terms are defined in the
Investment Company Act of 1940, as amended.

          (vii) The Issuer has filed all income tax  returns  and all other
tax  returns   which  are  required  to  have  been  filed  by  it  in  all
jurisdictions  and has paid all taxes or  claims,  governmental  charges or
levies imposed on it or its properties which are required to have been paid
by it, except (i) taxes or claims, governmental charges or levies contested
in  good  faith  as to  which  adequate  reserves  have  been  provided  in
accordance  with  generally  accepted  accounting  principles in the United
States of  America  consistently  applied  ("U.S.  GAAP") or (ii) where the
failure  to  file  such  tax  returns  or to  pay  such  taxes  or  claims,
governmental  charges or levies could not  reasonably be expected to result
in a Material Adverse Effect.

          (viii) All information (A) provided,  with respect to the Issuer,
by or on behalf of the Issuer or the Managing Member,  to the Noteholder in
connection with the  negotiation,  execution and delivery of this Agreement
and the Note,  including,  without limitation,  any financial statements of
the Issuer provided to the Noteholder, or (B) provided or to be provided by
the Issuer or the Managing Member in any offering document of the Issuer is
or will be, as of the applicable  date of provision  thereof,  complete and
correct  in all  material  respects  and do not (or will not)  contain  any
untrue  statement of a material  fact or omit to state a fact  necessary to
make the statements  contained  therein not misleading in light of the time
and circumstances under which such statements were made.

          (ix) Each Specified Agreement is in full force and effect, as the
same may be amended,  supplemented or otherwise  modified from time to time
solely to the extent permitted by Section 7(e).

          (x)  All  licenses,  permits,  approvals,  concessions  or  other
authorizations  necessary to the conduct of the business of the Issuer have
been duly  obtained and are in full force and effect other than those where
the  failure  to  obtain  and  maintain  any of  the  foregoing  could  not
reasonably be expected to result in a Material Adverse Effect. There are no
restrictions or requirements  which limit the Issuer's  ability to lawfully
conduct its business or perform its obligations under this Agreement or the
Note.

          (b) The Noteholder and each transferee  thereof hereby  severally
represents and warrants (solely as to itself) to the Issuer as follows:

          (i)  Such  Person  is  a  "Qualified   Institutional  Buyer"  (as
hereinafter defined), and understands that the Note has not been registered
under the Securities Act of 1933, as amended (the  "SECURITIES  ACT"),  and
may  be  resold  only  if  registered  pursuant  to the  provisions  of the
Securities Act or if an exemption from  registration  is available,  except
under  circumstances  where neither such registration nor such an exemption
is required  by law,  and that the Issuer is not  required to register  the
Note.  "QUALIFIED  INSTITUTIONAL  BUYER" has the  meaning set forth in Rule
144A, as amended, under the Securities Act.

          (ii)  Such  Person is a  "Qualified  Purchaser"  (as  hereinafter
defined)  and is  acquiring  the Note for its own  account  and is the sole
registered  and  beneficial  owner  of the  Note.  No other  Person  has an
interest in the Note.  "Qualified  Purchaser"  has the meaning set forth in
Section  2(a)(51) of the U.S.  Investment  Company Act of 1940,  as amended
from time to time.

     Section 6.  Affirmative  Covenants.  So long as the  Noteholder  has a
commitment  to make  Advances,  or any amounts  hereunder or under the Note
shall  remain  unpaid  (whether for  principal,  interest,  fees,  or other
amounts), the Issuer covenants and agrees that:

          (a) The Issuer shall (i) maintain its existence, legal structure,
organization, rights, permits, licenses, approvals and privileges, and (ii)
comply with all laws,  rules,  regulations and ordinances  applicable to it
and the operation of its  businesses,  except,  in each case,  for any such
failure as could not reasonably be expected to result in a Material Adverse
Effect.

          (b)  The  Issuer  shall  furnish,  or  shall  cause  same  to  be
furnished,  to the  Noteholder:  (i) as soon as available  and in any event
within  180 days  after  the end of each  fiscal  year of the  Issuer,  its
audited annual  financial  statements,  including all notes thereto,  which
statements shall include a statement of financial position as of the end of
the relevant  fiscal year and  statement of  operations  and a statement of
cash flows for such fiscal year, all setting forth in comparative  form the
corresponding  figures  from the  previous  fiscal  year,  all  prepared in
conformity with U.S. GAAP, accompanied by an unqualified opinion of Ernst &
Young, LLP or other independent public accountants reasonable acceptable to
the  Noteholder,  and (ii) promptly  from time to time upon the  reasonable
request of the Noteholder, such additional information and documentation as
the  Noteholder  may  reasonably  request.  The Issuer shall furnish to the
Noteholder,   at  the  time  it  furnishes  its  financial  statements,   a
certificate of an authorized officer of the Issuer that no Event of Default
has occurred and no event has  occurred  and is  continuing  which with the
lapse of time or the giving of notice or both would  constitute an Event of
Default.

          (c)  The  Issuer  shall  furnish  to the  Noteholder  as  soon as
possible  and in any event  within  three  Business  Days  after the Issuer
obtains  the  knowledge  of the  occurrence  of (x) any  Event  of  Default
hereunder  (other than with respect to matters  described in the proviso to
Section  6(h)),  or (y) any actual or threatened  litigation or other event
which, if adversely  determined to the Issuer, could reasonably be expected
to result in a  Material  Adverse  Effect,  a  statement  of an  authorized
officer of the Issuer  setting  forth the  details  thereof  and the action
which the Issuer has taken and proposes to take with respect thereto.

          (d) The  Issuer  shall  deliver  or  cause  to be  delivered  all
reporting  documents and information to the Noteholder as and when required
by such person pursuant to SCHEDULE I attached hereto,  including,  without
limitation,  a  certification  of the net asset  value  (the  "NAV") of the
Issuer  and of each  Fund  Assets by the Fund  Administrator,  in each case
determined  in  accordance   with  U.S.   GAAP   (collectively,   the  "NAV
CALCULATION"), all in form reasonably satisfactory to the Noteholder.

          (e) The Issuer shall at all times keep proper books of record and
account  in which  full and  accurate  entries  shall be made of all of the
financial  transactions  and all Fund Assets,  in each case,  in accordance
with U.S. GAAP and all applicable  requirements of law and as are necessary
to prepare financial statements in accordance with U.S. GAAP.

          (f) The Issuer shall remain  principally  engaged in the business
conducted  by it as of the date  hereof,  and shall  maintain in effect all
governmental  authorizations  that are necessary to conduct its business as
conducted as of the date hereof in all material respects.

          (g) The  Issuer  shall pay and  discharge,  before the same shall
become delinquent,  all income taxes and other taxes,  assessments,  claims
and  governmental  charges or levies  imposed upon it or upon its property,
except for any tax,  assessment,  claim or governmental  charge or levy the
failure to pay or discharge could not reasonably be expected to result in a
Material Adverse Effect and except that the Issuer shall not be required to
pay or discharge any such tax, assessment,  claim or governmental charge or
levy  that is  being  diligently  contested  in good  faith  and by  proper
proceedings and as to which  appropriate  reserves are being  maintained in
accordance with U.S. GAAP.

          (h) The Issuer shall comply with the Investment Guidelines at all
times,  as amended  from time to time upon the receipt by the Issuer of the
Noteholder's  consent to any such  amendment  (which  consent  shall not be
unreasonably  withheld or delayed);  provided  that,  prior to receipt of a
notice from the Noteholder of any  Look-through  Failure,  the Issuer shall
not be (and shall not be deemed to be)  responsible  for (or for monitoring
or  certifying)  compliance  pursuant  to  section  4(b)  or  5(c)  of  the
Investment Guidelines.

          (i) The  Issuer  shall,  at any  reasonable  time  during  normal
business hours and upon reasonable prior notice, (i) so long as no Event of
Default has occurred and is continuing,  permit the Noteholder or any agent
or representative thereof no more than two times per year in the aggregate,
and (ii) if an Event of Default has occurred and is continuing,  permit the
Noteholder or any agent or representative thereof without limitation in the
number of visits, in either case, to visit the Investment Manager,  inspect
the books and records thereof (as pertains to the Issuer and/or performance
of this  Agreement  and the  Note)  and have  access  to  senior  financial
management thereof.

     Section  7.  Negative  Covenants.  So  long  as the  Noteholder  has a
commitment  to make  Advances,  or any amounts  hereunder or under the Note
shall  remain  unpaid  (whether for  principal,  interest,  fees,  or other
amounts), the Issuer covenants and agrees that:

          (a) The Issuer shall not, directly or indirectly,  create, incur,
assume,  suffer to exist,  guarantee any Debt, other than (i) the Advances,
and (ii) fees and expenses  incurred or accrued in the  ordinary  course of
business,  including,  without  limitation,  those  referred to in the PPM;
provided,  that any "management" or other  incentive-based  fees payable to
the Managing  Member or any other affiliate of the Issuer shall not be paid
if any Event of Default pursuant to Section 8(a), 8(f) or 8(i) has occurred
and is continuing or would result therefrom;  provided,  further,  that the
aggregate  amount of all Debt permitted by clause (ii) of this Section 7(a)
shall not exceed 5% of the Issuer's NAV as most recently  reported pursuant
to Section 6(d) at any time.  "DEBT" means at any date without  duplication
(A) indebtedness  for borrowed money,  (B) obligations  evidenced by bonds,
debentures,  notes or other similar instruments, (C) obligations to pay the
deferred  purchase price of property or services  (excluding trade payables
and current  accounts payable incurred in the ordinary course of business),
(D) capital lease obligations, (E) indebtedness of others secured by a Lien
on the  Issuer's  property,  (F) the maximum  amount  available to be drawn
under all  letters  of credit and all  unpaid  drawings  in respect of such
letters of credit,  (G) all  obligations to pay a specified  purchase price
for  goods  or  services,  whether  or not  delivered  or  accepted,  i.e.,
take-or-pay and similar obligations, (H) all obligations created or arising
under any conditional  sale or other title retention  agreement or incurred
as  financing,  (I)  the net  obligations  under  derivative  transactions,
including,  without limitation,  swap agreements or commodity transactions,
but  excluding  all  obligations  under  foreign  currency  swap,   forward
transactions and other derivative  transactions permitted by the Investment
Guidelines,  and (J) obligations  under a guaranty of debt of others of the
kinds  referred  to in clauses  (A)  through  (I) above;  provided,  that a
guaranty  shall not include any  endorsements  for collection or deposit in
the ordinary course of business;  and provided,  further, that "Debt" shall
not  include  (x)  overnight  drafts  from  any  bank  or  other  financial
institution  in the ordinary  course of  business,  or (y)  obligations  in
connection  with  redemptions of membership  interests in the Issuer by its
investors from time to time (provided,  that such redemptions  shall comply
with Section 7(d)).

          (b) The Issuer shall not create, incur, assume or suffer to exist
any Lien upon any of its property, revenues or assets, whether now owned or
hereafter  acquired,  except for Liens set forth in the  organizational  or
subscription  documents  with  respect to any Fund  Asset,  so long as such
Liens arise in the  ordinary  course of  business  and do not extend to any
property or asset of the Issuer other than such Fund Asset.

          (c) The Issuer shall not merge or  consolidate  with or into,  or
convey, transfer, lease or otherwise dispose of, whether in one transaction
or in a series of related  transactions,  all or  substantially  all of the
property and assets (whether now owned or hereafter acquired) of the Issuer
to, any Person.  The Issuer  shall not dissolve or liquidate in whole or in
part.

          (d) The Issuer  shall not (i) sell,  transfer,  lend or otherwise
dispose of any assets (other than  investments  permitted by the proviso to
this Section 7(d)),  or grant any option or other right to purchase,  lease
or  otherwise  acquire any assets from the Issuer,  (ii) declare or pay any
dividends, purchase, redeem, retire, defease or otherwise acquire for value
any of its  membership  units or other  equity  interests  now or hereafter
outstanding,  return any capital to its stockholders,  partners or members,
make  any  distribution  of  assets,   equity  interests,   obligations  or
securities to its stockholders,  partners or members; if, in any such case,
after giving effect thereto,  either (x) the sum of the principal amount of
all Advances outstanding would exceed the Commitment then in effect; or (y)
there has  occurred  and is  continuing  an Event of  Default  pursuant  to
Section 8(a), 8(f) or 8(i); provided,  however,  that the Issuer may invest
in Fund Assets in  compliance  with the  Investment  Guidelines  so long no
Event of Default pursuant to Section 8(a), 8(f) or 8(i) has occurred and is
continuing, or would result from any such investment.  For the avoidance of
doubt,  the Issuer's right to redeem its investments and  subscriptions  in
Fund Assets from time to time shall not be limited by this Section 7(d).

          (e)  Without  the  Noteholder's   consent,   which  will  not  be
unreasonably  withheld,  the Issuer shall not enter into any, or consent to
any material  amendment,  supplement  or other  modification  of any of the
terms or provisions of any, organizational documents or other agreements of
the type described in paragraph 10 of the certificate delivered pursuant to
Section 4(a)(vii),  in any such case relating to (i) valuation of assets or
the determination of the NAV or the value of any investor's interest in and
to the Issuer, (ii) the power to borrow money and pledge assets,  (iii) its
investment  objectives and investment  guidelines (iv) its material capital
stock or other equity interests, (iv) its jurisdiction of organization, (v)
the  composition,  voting  rights of or  limitations  on the  powers of its
Managing  Member or (vi) any other matter if the effect  thereof would be a
material  alteration of the  Investment  Guidelines or could  reasonably be
expected to result in a Material Adverse Effect.

          (f) None of the Fund  Assets  shall  suspend or  otherwise  limit
redemptions  or dividends  with respect to  investments  held by or for the
account of the Issuer,  unless any such suspension or limitation is then in
effect with respect to all of its other subscribers, members and investors.

     Section 8. Events of Default. If any of the following events (each, an
"EVENT OF DEFAULT") shall occur and be continuing:

          (a) (i) the Issuer shall fail to pay any  principal  hereunder or
under the Note when due  (whether at stated  maturity  or by  acceleration,
prepayment,  demand or otherwise); or (ii) the Issuer shall fail to pay any
interest or any other amount payable  hereunder or under the Note when such
amount  shall  become  due  and in  any  such  case  such  failure  remains
unremedied for three Business Days; or

          (b) any  representation or warranty by the Issuer herein shall be
incorrect in any material respect when made or deemed made; or

          (c) the  Issuer  shall  fail to  perform  or  observe  any  term,
covenant or  agreement  herein or in the Note and in each case such failure
remains  unremedied  for five Business Days (other than any failure that is
otherwise  referred  to in this  Section 8) after  notice  thereof has been
given to the Issuer by the Noteholder; or

          (d) the Issuer shall deny its obligations under this Agreement or
the Note; or

          (e) there shall have  occurred any material  breach or default in
the representations,  warranties,  covenants, terms or conditions of any of
the Specified  Agreements by any party thereto,  after giving effect to any
applicable  grace period with respect  thereto  specified in the applicable
Specified Agreement; or

          (f) the Issuer  shall  generally  not pay its debts as such debts
become  due,  or shall  admit in  writing  its  inability  to pay its debts
generally, or shall make a general assignment for the benefit of creditors;
or any  proceeding  shall be instituted by or against the Issuer seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution,
winding-up, reorganization, arrangement, adjustment, protection, relief, or
composition  of it or its  debts  under  any law  relating  to  bankruptcy,
insolvency or reorganization or relief of debtors,  or seeking the entry of
an order for relief or the appointment of a receiver, trustee, custodian or
other similar  official for it or for any substantial  part of its property
and assets and, in the case of any such proceeding  instituted  against the
Issuer,  such proceeding shall remain  undismissed or unstayed for a period
of 60 days; or the Issuer shall take any limited  liability  company action
to authorize any of the actions set forth above in this subsection (f); or

          (g) any  judgment  or order for the payment of money in excess of
$1,000,000  shall be rendered against the Issuer and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order which shall not have been  stayed or  dismissed  within 30 days after
the  commencement of such  proceedings or (ii) there shall be any period of
30 consecutive  days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise,  shall not be in effect,
or any failure by the Issuer to satisfy when due any non-monetary  judgment
if the  failure  so to do could  reasonably  be  expected  to  result  in a
Material Adverse Effect; or

          (h) any event or  condition  shall  occur or exist  which (i) has
resulted in a Material Adverse Effect, or (ii) could reasonably be expected
to result in a Material  Adverse  Effect after five Business  Days' written
notice to the Issuer by the Noteholder; or

          (i) a "person" or "group"  (within  the meaning of Section  13(d)
and 14(d) of the U.S.  Securities  Exchange  Act of 1934)  (other  than The
Goldman Sachs Group Inc. and its affiliates) becomes the "beneficial owner"
(as defined in Rule 13d-3 under said Act),  directly or indirectly,  of 50%
or more of the total voting power of the Managing  Member or otherwise  has
the power to direct or cause the direction of the management or policies of
the Managing  Member,  or the Managing  Member resigns or is removed as the
investment manager of the Issuer, or ceases to have substantial involvement
in the day-to-day  operations of the Issuer,  or the Managing Member ceases
to be a wholly owned  direct or indirect  subsidiary  of The Goldman  Sachs
Group,  Inc.;  in each  case,  unless  the  Noteholder  has given its prior
written consent; or

          (j)  the  Managing   Member  commits  a  material   violation  of
applicable  law,  or  there  is  any  material  change  to  the  investment
objectives  or  investment  guidelines  of the  Issuer,  without  the prior
written consent of the Noteholder; or

          (k) the  occurrence of (i) any  investigation  or seizure made by
any governmental  authority for an actual or alleged violation or breach of
law that could  reasonably  be  expected  to result in a  Material  Adverse
Effect upon (x) the Issuer or the  Managing  Member,  or (y) any  director,
executive  officer or managing member of the Issuer or the Managing Member;
or (ii) a revocation,  suspension or termination of any license,  permit or
approval  held by the  Issuer,  the  Managing  Member (or any fund  managed
thereby),  the Issuer's  administrator  or the Issuer's  custodian,  or any
director,  executive  officer  or  managing  member  thereof  that,  in the
reasonable  judgment of  Noteholder,  is  necessary  for the conduct of the
Issuer's or such other  Person's  business,  and in each case a replacement
acceptable to Noteholder is not agreed to within one month  following  such
event and  officially  engaged or subscribed to (as the case may be) within
three months of such event; or

          (l) the Issuer suspends  redemptions of its equity  interests for
any reason,  except to comply with the terms of this Agreement or the Note;
or

          (m) there occurs any market disruption event for a period of five
consecutive  Business Days, where "market  disruption  event" means (a) the
failure of the Issuer or the Managing  Member to announce or calculate  the
NAV or any information necessary for determining the NAV in accordance with
its normal  procedures;  or (b) a material change in the formula for or the
method of determining the NAV; or

          (n) the Adjusted Amount exceeds the Debt to Equity Trigger Amount
and all actions  required in  accordance  with  Section 3(c) shall have not
been taken or satisfied  by the Issuer  within the  applicable  time period
specified therein; or

          (o) the  occurrence  of (i) the adoption or taking  effect of any
law,  rule,  regulation  or  treaty,  (ii) any  change  in any  law,  rule,
regulation  or  treaty  or  in  the   administration,   interpretation   or
application  thereof by any  governmental  authority or (iii) the making or
issuance of any request,  guideline or directive (whether or not having the
force  of law) by any  governmental  authority  which,  in any  such  case,
purports to render  invalid,  suspends  or  precludes  enforcement  of, any
provision  of this  Agreement  or the Note or  impairs  performance  of the
Issuer's obligations hereunder or thereunder;

          then, and in any such event, the Noteholder may by written notice
to the  Issuer  declare  all  amounts  owing  under  the Note and all other
amounts  payable  hereunder  (including,  without  limitation,   principal,
interest,  fees,  indemnities  and other  amounts) to be forthwith  due and
payable,  whereupon  all such amounts shall become and be forthwith due and
payable without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Issuer; provided,  however,
that upon the  occurrence of any event in subsection (f) of this Section 8,
all amounts  owing under the Note and all other amounts  payable  hereunder
(including, without limitation,  principal, interest, fees, indemnities and
other amounts) shall  automatically  become and be due and payable  without
presentment,  demand,  protest or any notice of any kind,  all of which are
hereby expressly waived by the Issuer. If an Event of Default occurs and is
continuing,  the Noteholder may pursue any available  remedy to collect the
payment  of the  principal  amount  of, and any  accrued  interest  on, the
Advances or to enforce the  performance of any provision of the Note,  this
Agreement,  and/or  under  applicable  law.  No  failure on the part of the
Noteholder to exercise, and no delay in exercising,  any right hereunder or
under the Note shall operate as a waiver  thereof;  nor shall any single or
partial  exercise of any such right preclude any other or further  exercise
thereof or the exercise of any other right.  The remedies  provided  herein
and in the Note are cumulative  and not exclusive of any remedies  provided
by applicable law.

      Section 9. Miscellaneous.
                 -------------

          (a) Amendments.  Neither this Agreement nor any provision  hereof
may be waived,  amended or  modified  except  pursuant to an  agreement  or
agreements  in writing  entered into by the Issuer and the  Noteholder.  No
amendment  or waiver of any  provision of this  Agreement  or the Note,  or
consent to any departure by any of the Issuer therefrom, shall in any event
be  effective  unless  the  same  shall be in  writing  and  signed  by the
Noteholder,  and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

          (b) Notices.  All notices and other  communications  provided for
herein  shall be in writing  and shall be  delivered  by hand or  overnight
courier service, mailed by certified or registered mail, electronic mail or
sent by facsimile to the Issuer or the  Noteholder,  as the case may be, at
its address set forth on the signature page hereto. Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by facsimile shall
be  deemed  to have  been  given  when  sent and a  receipt  of  successful
transmission  has been  received by the sender  (except  that, if not given
during normal  business  hours for the  recipient,  shall be deemed to have
been given at the  opening of  business  on the next  Business  Day for the
recipient). Notices and other communications between the Noteholder and the
Issuer may be delivered by electronic mail pursuant to procedures  approved
by  the  Noteholder  and  the  Issuer;  provided,  that  approval  of  such
procedures  may be limited to  particular  notices or  communications,  and
shall be effective  only when  received.  The Issuer and the Noteholder may
change its address,  telecopier  number or (to the extent approved pursuant
to the  previous  sentence)  electronic  mail address for notices and other
communications hereunder by notice to the other.

          (c)  Increased  Costs.  (i)  Generally.  If any Change in Law (as
hereinafter  defined)  shall  (A)  impose or modify  any  reserve,  special
deposit,  compulsory loan,  insurance charge or similar requirement against
the  Noteholder or its assets,  (B) subject the  Noteholder to any tax with
respect to this  Agreement or the Note,  or change the basis of taxation of
payments to the Noteholder in respect  thereof (except for Taxes covered by
Section 9(d) and  Excluded  Taxes and except for any change in the basis of
taxation with respect to Taxes covered by Section 9(d) or Excluded  Taxes),
or (C)  impose on the  Noteholder  any  other  condition,  cost or  expense
affecting this  Agreement or the Note;  and, in each case, the result shall
be to  reduce  the  amount  of any  sum  received  or  receivable  by  such
Noteholder   hereunder  or  under  the  Note  then,  upon  request  of  the
Noteholder,  the Issuer will,  reasonably  promptly after notice thereof by
the Noteholder to the Issuer, pay such additional amount as will compensate
the Noteholder for such  additional  costs incurred or reduction  suffered.
"CHANGE IN LAW" means the  occurrence,  after the date of this Agreement of
(x) the adoption or taking effect of any law,  rule,  regulation or treaty,
(y)  any  change  in  any  law,  rule,  regulation  or  treaty  or  in  the
administration,  interpretation or application  thereof by any governmental
authority  or (z) the  making or  issuance  of any  request,  guideline  or
directive  (whether  or not  having  the force of law) by any  governmental
authority which imposes on the Noteholder any material  condition,  cost or
expense  affecting  this  Agreement  or the Note and  which  results  in an
increase in the cost to the  Noteholder of  maintaining  its  obligation to
Purchase, an increase in the cost to the Noteholder,  or a reduction in the
amount of any sum received or  receivable  by the  Noteholder  hereunder or
under the Note (whether of principal, interest or any other amount).

               (ii) Capital Requirements. If the Noteholder determines that
a Change in Law  affecting  it, any of its  lending  offices or its holding
company  regarding  capital  requirements  has or would  have the effect of
reducing the rate of return on the  Noteholder's  capital or on the capital
of the  Noteholder's  holding company as a consequence of this Agreement or
the Note to a level below that which the Noteholder or its holding  company
could have  achieved but for such Change in Law, then from time to time the
Issuer will,  reasonably promptly after notice thereof by the Noteholder to
the  Issuer,  pay  to  the  Noteholder  such  additional  amounts  as  will
compensate  the  Noteholder or its holding  company for any such  reduction
suffered.

               (iii) Notice;  Timing.  The Noteholder shall promptly notify
the  Issuer of any  Change in Law of which it  actually  becomes  aware for
which it  determines  to  demand  compensation  under  this  Section  9(c).
Notwithstanding  clauses (i) or (ii) of this Section 9(c), the Issuer shall
not be required to compensate  the  Noteholder  for any increased  costs or
reductions  suffered or  incurred  more than 90 days prior to the date that
the Noteholder notifies the Issuer of the Change in Law giving rise to such
increased  costs or reductions and of the  Noteholder's  intention to claim
compensation therefor.

          (d) Taxes. (i) Payments Free of Taxes. Any and all payments by or
on account of any  obligation  of the  Issuer  hereunder  or under the Note
shall be made free and clear of and without  deduction or  withholding  for
any Taxes (as hereinafter  defined) unless such deduction or withholding is
required by  applicable  law (or by the  interpretation  or  administration
thereof),  provided that if the Issuer shall be required by applicable  law
(or by the  interpretation or  administration  thereof) to deduct any Taxes
from  such  payments,  then  (i) the sum  payable  shall  be  increased  as
necessary  so that  after  making  all  required  deductions  of such Taxes
(including  deductions of such Taxes  applicable to additional sums payable
under this Section 9(d)) the Noteholder receives an amount equal to the sum
it would have received had no such deductions of such Taxes been made, (ii)
the Issuer  shall make such  deductions  of such Taxes and (iii) the Issuer
shall  timely  pay the  full  amount  of  Taxes  deducted  to the  relevant
governmental authority in accordance with applicable law. "TAXES" means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments,  fees or other charges imposed by any  governmental  authority
(including,  without  limitation,  (A) any  interest,  additions  to tax or
penalties  applicable  thereto,  and (B) all  present  or  future  stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or the Note); provided, that
"Taxes"  does not  include  (x) any taxes  imposed  on or  measured  by the
Noteholder's overall net income (however denominated),  any franchise taxes
imposed on it (in lieu of net income taxes) and any branch  profits tax (or
any similar tax) imposed on it, in any case,  by the  jurisdiction  (or any
political  subdivision  thereof)  under the laws of which the Noteholder is
organized  or in which  its  principal  office is  located  or in which its
applicable lending office or the office which purchased,  holds or owns its
Note is located, (y) any Taxes imposed, deducted or withheld on or from any
payments to the Noteholder by or on account of any obligation of the Issuer
hereunder  or under  the Note by  reason of such  Noteholder's  failure  to
comply  with  Section  9(d)(iii),  and (z) any Taxes  imposed,  deducted or
withhold on or from any such payments to any  transferee of the  Noteholder
at the time such  transferee  became a Noteholder  hereunder or to any such
Person at the time it changes its  applicable  lending office or the office
which  holds or owns its Note,  except to the extent  that such  Person was
entitled, at the time of such transfer or assignment or at the time of such
change of office, to receive additional amounts with respect to Taxes under
this Section 9(d) (the Taxes  described in clauses (x), (y) and (z) of this
Section 9(d)(i), collectively, "EXCLUDED TAXES").

               (ii)  Tax   Indemnity.   The  Issuer  shall   indemnify  the
Noteholder promptly upon written demand therefor for the full amount of any
Taxes (including  whether imposed or asserted on or attributable to amounts
payable under this Section 9(d)) paid by the  Noteholder and any penalties,
interest and reasonable  out-of-pocket  expenses arising  therefrom or with
respect thereto.

               (iii) Foreign Noteholder. With respect to the Noteholder and
any  transferee  thereof that is not a "United  States  person"  within the
meaning of Section  7701(a)(30)  of the Internal  Revenue Code of 1986,  as
amended from time to time (the  "CODE"),  such Person shall  deliver to the
Issuer on or before  the date it  acquires  a Note  hereunder  or becomes a
party to this Agreement and on or before the date, if any, that such Person
changes its applicable lending office or its office which owns or holds its
Note (i) a duly  executed and  completed  Internal  Revenue  Service  Forms
W-8ECI or W-8BEN (with respect to the benefit of an income tax treaty),  or
successor  forms,  certifying  to such Person's  entitlement  to a complete
exemption from United States  withholding  tax with respect to all payments
by or on account of any obligation of the Issuer hereunder to be made to it
and under its  Note,  or (ii) if such  Noteholder  or  transferee  is not a
"bank" within the meaning of Section  881(c)(3)(A) of the Code,  either (x)
the forms  referred  to in clause  (i) above  certifying  to such  Person's
entitlement to a complete exemption from United States withholding tax with
respect to all  payments by or on account of any  obligation  of the Issuer
hereunder  to be made to it or under its Note,  or (y) a duly  executed and
completed  Internal Revenue Service Forms W-8BEN (or successor forms) and a
duly executed  certificate (a "PORTFOLIO  INTEREST EXEMPTION  CERTIFICATE")
certifying  that it is entitled to a complete  exemption from United States
withholding  tax with  respect  to all  payments  by or on  account  of any
obligation  of the  Issuer  hereunder  to be made to it and  under its Note
under Section 871(h) or 881(c) of the Code; provided,  however, that in the
event that such Noteholder or transferee,  as applicable, is not classified
as a corporation for United States federal income tax purposes, such Person
shall  deliver to the  Issuer  all  additional  (or  alternative)  Internal
Revenue  Service  forms  and  Portfolio  Interest  Exemption   Certificates
necessary to establish such Noteholder's  entitlement to complete exemption
from United States  withholding tax on all payments by or on account of any
obligation  of the  Issuer  hereunder  to be made to it and under the Note.
Each such Person shall deliver such Internal  Revenue Service forms and the
Portfolio  Interest  Exemption  Certificate  (as  applicable) to the Issuer
promptly from time to time as necessary upon the  obsolescence,  inaccuracy
or  invalidity  of any such  Internal  Revenue  Service  forms or Portfolio
Interest Exemption Certificate previously delivered by such Noteholder.

          (e)  Illegality.  Notwithstanding  any  other  provision  of this
Agreement,  if the Noteholder  determines  that the  introduction of or any
change  in or in the  interpretation  of any  law or  regulation  makes  it
unlawful, or any central bank or other governmental  authority asserts that
it is unlawful,  for the Noteholder or its applicable  LIBOR lending office
to perform its obligations hereunder to make Advances according to LIBOR or
to fund or maintain  Advances  according to LIBOR hereunder,  then (i) each
Advance  according  to LIBOR will  automatically  convert  into a Base Rate
Advance (as  hereinafter  defined) as to which interest shall be calculated
on a basis of  actual  days  elapsed  and a year of 360  days and  shall be
payable  in  arrears  on each  Monthly  Payment  Date  for the  immediately
preceding  calendar  month and on the date such Base Rate Advance  shall be
paid in full, and (ii) the obligation of the Noteholder to make or continue
Advances  according to LIBOR shall be suspended until the Noteholder  shall
notify the Issuer that the circumstances  causing such suspension no longer
exist.  A "BASE RATE  ADVANCE"  shall mean an Advance as to which  interest
accrues  on the  outstanding  principal  amount  thereof  from  the date of
issuance or conversion  thereof,  as the case may be, until such  principal
amount  shall be paid in full,  at a rate per annum equal to the highest of
(x) the rate of interest  announced by Barclays  Bank PLC in New York,  New
York, from time to time, as its "base rate"; and (y) 1/2 of one percent per
annum above the Federal Funds Rate (as hereinafter  defined).  The "FEDERAL
FUNDS RATE" means,  for any period,  a fluctuating  interest rate per annum
equal for each day during such period to the weighted  average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next preceding Business Day) by the
Federal  Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average of the  quotations for such day
on such  transactions  received by the Noteholder  from three Federal funds
brokers of recognized standing selected by it.

          (f) Costs.  Each of the Issuer and the  Noteholder  will bear its
own costs and expenses in connection with the negotiation and documentation
this  Agreement  and the  Note  issued  to the  Noteholder  hereunder.  All
reasonable  costs and expenses of the  Noteholder  in  connection  with any
formal or informal enforcement, restructuring, workout or settlement hereof
or thereof, will be paid by the Issuer promptly upon demand.

          (g)  Indemnification.  Other than with respect to legal costs and
expenses expressly agreed to be borne by the Noteholder pursuant to Section
9(c),  (d) or (f),  the  Issuer  shall  indemnify  the  Noteholder  and its
affiliates  and its  and its  affiliates,  partners,  directors,  officers,
employees,   agents  and  advisors   (each  such  person  being  called  an
"INDEMNITEE")  against, and hold each Indemnitee harmless from, any and all
losses,  claims,  damages,  liabilities and related expenses (including the
fees,  charges and disbursements of any counsel for any Indemnitee  whether
incurred in any action or  proceeding  between  the  parties or  otherwise)
reasonably incurred by any Indemnitee or asserted against any Indemnitee by
any third  party or by the  Issuer  or any  affiliate,  partner,  director,
officer,  employee,  agent or  advisor  of the  Issuer  arising  out of, in
connection  with,  or as a result of (a) the  execution or delivery of this
Agreement,  the Note or any  other  agreement  or  instrument  contemplated
hereby  or  thereby,  the  performance  by  the  parties  hereto  of  their
respective  obligations  hereunder or thereunder or the consummation of the
transactions  contemplated hereby or thereby, (b) the making of any Advance
or the use or proposed use of the proceeds therefrom,  or (c) any actual or
prospective claim, litigation,  investigation or proceeding relating to any
of the  foregoing,  whether  based on contract,  tort or any other  theory,
whether  brought  by a  third  party  or by the  Issuer  or any  affiliate,
partner,  director,  officer, employee, agent or advisor of the Issuer, and
regardless of whether any Indemnitee is a party thereto, provided that such
indemnity shall not, as to any Indemnitee,  be available to the extent that
such  losses,  claims,  damages,  liabilities  or related  expenses (x) are
determined by a court of competent  jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of
such Indemnitee or (y) relate to a settlement, compromise or similar action
by an Indemnitee of any action,  proceeding  or  investigation  without the
prior  written   consent  of  the  Issuer,   which  consent  shall  not  be
unreasonably withheld or delayed. The provisions of this Section 9(g) shall
survive and remain in full force and effect  regardless of the consummation
of the  transactions  contemplated  hereby,  the repayment of the Note, the
expiration or  termination  of the  commitment to make Advances  and/or the
termination of this Agreement or any provisions hereof or thereof.

          (h) Assignment. The provisions of this Agreement shall be binding
upon and inure to the  benefit of the parties  hereto and their  respective
successors  and assigns  permitted  hereby,  except that the Issuer may not
assign or  otherwise  transfer any of its rights or  obligations  hereunder
without the prior written  consent of the  Noteholder.  The  Noteholder may
assign or  otherwise  transfer any of its rights or  obligations  hereunder
upon the consent of the Issuer,  which  consent  shall not be  unreasonably
withheld or delayed. Assignment of the Note shall be further subject to the
restrictions specified therein.

          (i) Counterparts;  Integration. This Agreement may be executed in
counterparts,  each of which shall constitute an original, but all of which
when taken  together  shall  constitute a single  contract.  Delivery of an
executed  counterpart  of a signature  page to this Agreement by telecopier
shall be effective as delivery of an  originally  executed  counterpart  of
this Agreement. This Agreement and the Note constitutes the entire contract
between the parties  relating to the subject  matter hereof and  supersedes
any  and all  previous  agreements  and  understandings,  oral or  written,
relating to the subject matter hereof.

          (j) Governing  Law;  Jurisdiction.  (i) This  Agreement  shall be
governed by, and construed in accordance  with, the law of the State of New
York.

          (ii)  ANY  LEGAL  ACTION  OR  PROCEEDING  WITH  RESPECT  TO  THIS
AGREEMENT OR THE NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURTS SITTING
IN THE BOROUGH OF  MANHATTAN,  NEW YORK,  NEW YORK,  AND BY  EXECUTION  AND
DELIVERY OF THIS AGREEMENT, EACH OF THE ISSUER AND THE NOTEHOLDER CONSENTS,
FOR  ITSELF  AND  IN  RESPECT  OF  ITS  PROPERTY,   TO  THE   NON-EXCLUSIVE
JURISDICTION  OF  THOSE  COURTS.  EACH OF THE  ISSUER  AND  THE  NOTEHOLDER
IRREVOCABLY WAIVES ANY OBJECTION,  INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,  WHICH IT MAY NOW OR
HEREAFTER  HAVE  TO THE  BRINGING  OF ANY  ACTION  OR  PROCEEDING  IN  SUCH
JURISDICTION IN RESPECT OF THIS  AGREEMENT,  THE NOTE OR ANY OTHER DOCUMENT
RELATED  THERETO.  EACH OF THE ISSUER AND THE  NOTEHOLDER  WAIVES  PERSONAL
SERVICE OF ANY SUMMONS,  COMPLAINT OR OTHER  PROCESS,  WHICH MAY BE MADE BY
ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

          (iii) Without prejudice to any other mode of service,  each party
to this  Agreement  consents  to the  service  of process  relating  to any
proceedings  in  connection  with  this  Agreement  by a  notice  given  in
accordance with Section 9(b).

          (k)  Confidentiality.  The  Noteholder  agrees  to  maintain  the
confidentiality  of  the  Information  (as  defined  below),   except  that
Information  may be  disclosed  (a) to its and  its  affiliates  and  their
directors,  officers,  employees and agents,  including accountants,  legal
counsel and other advisors involved in the administration of this Agreement
or who otherwise have a reasonable  need to know (it being  understood that
the  Persons  to whom  such  disclosure  is made  will be  informed  of the
confidential  nature  of such  Information  and  instructed  to  keep  such
Information  confidential),  (b) to the extent  requested by any regulatory
authority,  (c) to the extent required by applicable laws or regulations or
by any  subpoena  or similar  legal  process,  (d) in  connection  with the
exercise  of any  remedies  hereunder  or any suit,  action  or  proceeding
relating to this Agreement or the enforcement of rights hereunder, (e) to a
actual or  potential  transferee  in  accordance  with Section 9(h) if such
transferee  agrees  to be bound by an  agreement  containing  substantially
similar terms as this Section  9(k),  (f) with the consent of the Issuer or
(g) to the extent such  Information  (i) becomes  publicly  available other
than as a result of a breach of this Section 9(k) or (ii) becomes available
to such Noteholder on a nonconfidential  basis from a source other than the
Issuer. Any Person required to maintain the  confidentiality of Information
as provided in this Section 9(k) shall be  considered to have complied with
its  obligation  to do so if such Person has  exercised  the same degree of
care to maintain the  confidentiality  of such  Information  as such Person
would accord to its own confidential  information.  "INFORMATION" means all
information received from the Issuer relating to the Issuer or its business
including, without limitation information received from the Issuer pursuant
to Sections 4(a),  4(f),  6(b),  6(c),  6(d), 6(e) and 6(i), other than any
such information  that is available to the Noteholder on a  nonconfidential
basis prior to disclosure by the Issuer.

                         [Signature pages follow.]



<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective  officers thereunto duly authorized,  as
of the date first above written.

GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

      By:   GOLDMAN SACHS HEDGE FUND STRATEGIES LLC,
            its managing member



   By:  /s/ Helen Crowley
      ------------------------------
   Name:  Helen Crowley
   Title: Vice President

Notice Details:

      Goldman Sachs Hedge Fund Partners II, LLC
      701 Mount Lucas Road
      Princeton, NJ 08540
      Attention:  Frank Turner
      Telephone: (609) 497-5568
      Facsimile:  (609) 497-5722
      Email: frank.turner@gs.com



BARCLAYS BANK PLC



By:  /s/ Philippe El-Asmar
   ---------------------------------
Name:  Philippe El-Asmar
Title: Managing Director, Head of
       Investor Solutions, Americas

Notice Details:                    With a copy to:

      Barclays Capital Services   Barclays Bank PLC
      LLC                         c/o Barclays Capital Securities Limited
      200 Cedar Knolls Rd,        5 The North Colonnade
      Building E                  Canary Wharf
      4th Floor Drop 4x           London E14 4BB
      Whippany, NJ 07981          England
      Attention: Erik Hoffman     Attention: Fund Bookrunning/Fund Risk
      Cc Alina Grajewski          Management
      Telephone: 973-576-3709     Telephone: +44 (0) 20 777 38063
      Facsimile: 973-576-3694     Facsimile: +44 (0) 20 751 60972






<PAGE>



                                                                      EXHIBIT A

                                FORM OF NOTE


                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

                              PROMISSORY NOTE

          THIS  NOTE HAS NOT BEEN AND  WILL  NOT BE  REGISTERED  UNDER  THE
          UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
          ACT"), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
          AND EXCHANGE  COMMISSION  OR  REGULATORY  AUTHORITY OF ANY STATE.
          THIS NOTE HAS BEEN  OFFERED  AND SOLD  PRIVATELY.  THE NOTE OWNER
          HEREOF ACKNOWLEDGES THAT THIS SECURITY IS A "RESTRICTED SECURITY"
          THAT HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT AND AGREES
          FOR THE  BENEFIT  OF THE  ISSUER  AND ITS  AFFILIATES  THAT  THIS
          SECURITY  MAY  NOT  BE  OFFERED,   SOLD,   PLEDGED  OR  OTHERWISE
          TRANSFERRED EXCEPT TO A PERMITTED  TRANSFEREE (A) WHOM THE SELLER
          REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
          MEANING OF RULE 144A UNDER THE  SECURITIES  ACT IN A  TRANSACTION
          MEETING THE REQUIREMENTS OF RULE 144A, AND IN ACCORDANCE WITH ANY
          APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES OR
          ANY  OTHER  JURISDICTION  AND  (B) WHO IS A  QUALIFIED  PURCHASER
          WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT  COMPANY
          ACT OF 1940, AS AMENDED.

          BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, THE HOLDER OF THIS NOTE
          IS DEEMED TO REPRESENT  THAT (I) IT IS A QUALIFIED  INSTITUTIONAL
          BUYER,  (II) IT IS A  QUALIFIED  PURCHASER  AND (III)  THAT IT IS
          ACQUIRING  THIS  NOTE  FOR ITS  OWN  ACCOUNT  AND IT IS THE  SOLE
          REGISTERED AND BENEFICIAL  OWNER OF THE NOTE. NO OTHER PERSON HAS
          AN INTEREST IN THIS NOTE.

          THIS NOTE HAS BEEN  ISSUED IN A  MAXIMUM  PRINCIPAL  AMOUNT UP TO
          $[_], BUT AT ANY TIME MAY HAVE AN OUTSTANDING  PRINCIPAL  BALANCE
          LESS  THAN  THAT  AMOUNT,   WHICH  BALANCE  IS   INDICATED,   FOR
          INFORMATIONAL   PURPOSES,  ON  SCHEDULE  A  HERETO,  AND  MAY  BE
          CONFIRMED BY THE  NOTEHOLDER IN ACCORDANCE  WITH THE TERMS OF THE
          NOTE PURCHASE AGREEMENT REFERRED TO BELOW.

U.S. $[_]                                          Dated: January [_], 2006

          FOR VALUE  RECEIVED,  the  undersigned,  GOLDMAN SACHS HEDGE FUND
PARTNERS II, LLC, a limited  liability  company organized under the laws of
Delaware (the "ISSUER"), HEREBY PROMISES TO PAY to BARCLAYS BANK PLC or its
registered  assigns (the  "NOTEHOLDER")  the principal amount of [AMOUNT OF
UNITED STATES  DOLLARS]  (U.S.  $[_]) (or such lesser amount as shall equal
the unpaid  principal  amount  hereunder)  owing to the  Noteholder  by the
Issuer  pursuant to the NOTE  PURCHASE  AGREEMENT  dated as of January [_],
2006 (as amended, supplemented or otherwise modified from time to time, the
"NOTE PURCHASE  AGREEMENT")  among the Issuer and the Noteholder on January
[_], 2007.  Capitalized terms not otherwise defined in this Promissory Note
shall have the same  meanings as  specified  therefor in the Note  Purchase
Agreement.

          The Issuer  promises  to pay to the  Noteholder  interest  on the
unpaid  principal  amount of this Note from the date  first  written  above
until  such  principal  amount is paid in full at the  applicable  Interest
Rate,  and  all  fees,  expenses,  indemnities  and  other  amounts  as are
specified  in the Note  Purchase  Agreement  payable  at such  times as are
specified therein.

          Both  principal  and  interest are payable in lawful money of the
United  States of  America  to the  Noteholder  at its  offices at 200 Park
Avenue,  New York,  New York 10166 (or at such other  location  as shall be
designated by the  Noteholder in a written  notice to the Issuer),  in same
day funds.  The  principal  amount  owing to the  Noteholder  by the Issuer
hereunder and all payments made on account of principal  thereof,  shall be
recorded by the  Noteholder  on Schedule A to this Note;  provided that the
failure to make any such  recordation or  endorsement  shall not affect the
Debt of the Issuer under this Note or any of the other  obligations  of the
Noteholder under the Note Purchase Agreement.

          All   calculations   with  respect  to  amounts  payable  to  the
Noteholder  shall be determined by the  Noteholder  and shall be binding on
the Issuer absent manifest error.  Whenever any payment  hereunder shall be
stated to be due on a day other than a Business  Day, such payment shall be
made on the preceding  Business  Day, and such  adjustment of time shall in
such case be included in the computation of payment of interest or fees, as
the case may be.

          This is the Note  referred to in, and is entitled to the benefits
of, the Note Purchase Agreement.  The Note Purchase Agreement,  among other
things,  (a)  provides  for the  issuance by the Issuer and purchase by the
Noteholder of this Note and the making of Advances from time to time during
the Term in an aggregate  amount not to exceed at any time  outstanding the
U.S. dollar amount first above written,  and (b) is subject to optional and
mandatory  prepayments  and repayments on account of principal  hereof,  in
whole or in part,  prior to the maturity hereof on the terms and conditions
specified in Sections 2 and 3 of the Note Purchase Agreement.

          Upon the  occurrence  and during the  continuance  of one or more
Events of Default, the unpaid principal amount of this Note and all accrued
and  unpaid  interest  hereon,  fees and other  amounts  payable in respect
hereof and under the Note Purchase Agreement may become, or may be declared
to be,  immediately  due and  payable as  provided in Section 8 of the Note
Purchase Agreement.

          The terms of this Note may be amended,  supplemented or otherwise
modified only in the manner provided in the Note Purchase Agreement.

          The Noteholder  hereby waives  presentment,  demand,  protest and
(except as expressly  specified in the Note Purchase  Agreement)  notice of
any kind. No failure on the part of the holder  hereof to exercise,  and no
delay in exercising,  any right, power or privilege hereunder shall operate
as a waiver  thereof  or a consent  thereto;  nor shall a single or partial
exercise  of any such  right,  power or  privilege  preclude  any  other or
further  exercise  thereof or the  exercise  of any other  right,  power or
privilege.

          ANY LEGAL ACTION OR  PROCEEDING  WITH RESPECT TO THIS NOTE MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN,
NEW YORK,  NEW YORK.  BY  EXECUTION  AND  DELIVERY  OF THIS NOTE THE ISSUER
CONSENTS,  FOR ITSELF AND IN RESPECT OF ITS PROPERTY,  TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS.  THE ISSUER IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING  ANY  OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR  PROCEEDING IN SUCH  JURISDICTION  IN RESPECT OF THIS NOTE OR
OTHER DOCUMENT RELATED  THERETO.  THE ISSUER HEREBY WAIVES PERSONAL SERVICE
OF ANY SUMMONS,  COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER
MEANS PERMITTED BY THE LAW OF SUCH STATE.

          If an Event of Default shall have occurred and be continuing, the
Noteholder  may set off and apply any and all deposits at any time held and
other  obligations  (in  whatever  currency)  at  any  time  owing  by  the
Noteholder  to or for the credit of the Issuer  against  any and all of the
obligations of the Issuer now or hereafter  existing under this Note or the
Note  Purchase  Agreement  to  the  Noteholder,  irrespective  whether  the
Noteholder  shall have made any demand under this Note or the Note Purchase
Agreement and although such obligations may be contingent or unmatured. The
setoff  rights  of the  Noteholder  are in  addition  to other  rights  and
remedies  the  Noteholder  may  have,  all of  which  are  cumulative.  The
Noteholder  agrees to notify the Issuer  promptly after any such setoff and
application,  provided,  that the  failure  to give such  notice  shall not
affect the validity thereof.

          This  Note  is a  registered  instrument  and  is  not  a  bearer
instrument.  This Note is registered as to both principal and interest with
the Issuer and all payments hereunder shall be made to the named Noteholder
or, in the event of a transfer  pursuant to the next paragraph  hereof,  to
the transferee  identified in the Register  maintained by the Noteholder on
behalf of the Issuer.

          Transfer of this Note may be effected  only by (i)  surrender  of
this Note to the Issuer and the re-issuance of this Note to the transferee,
or the Issuer's  issuance to the  Noteholder of a new note in the same form
as this Note but with the transferee denoted as the Noteholder, or (ii) the
recording by the  Noteholder of the identity of the  transferee in a record
of  ownership  of this Note in the Register  maintained  by the  Noteholder
under the Note Purchase  Agreement.  The terms and  conditions of this Note
shall be  binding  upon and  inure to the  benefit  of the  Issuer  and the
Noteholder and their permitted assigns. Any attempted transfer in violation
of this paragraph shall be void and of no force and effect. Until there has
been a valid  transfer of this Note and of all of the rights  hereunder  by
the Noteholder in the Register in accordance with this section,  the Issuer
shall deem and treat the  Noteholder as the absolute  beneficial  owner and
holder of this Note and of all of the  rights  hereunder  for all  purposes
(including,  without limitation,  for the purpose of receiving all payments
to be made under this Note).

          This Note shall be governed by, and construed in accordance with,
the laws of the State of New York.


                                  GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC


                                  By:  GOLDMAN SACHS HEDGE FUND STRATEGIES LLC,
                                       its managing member

                                  By
                                    -------------------------------
                                     Name:
                                     Title:


<PAGE>


                                 SCHEDULE A

                           PAYMENTS OF PRINCIPAL
                           ---------------------

===============================================================================
                  Amount       Amount of          Unpaid
                    of       Principal Paid     Principal
      Date       Advance       or Prepaid        Balance      Notation Made By
-------------------------------------------------------------------------------

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===============================================================================



<PAGE>

                                                                      EXHIBIT B
                           INVESTMENT GUIDELINES

1.   PERMITTED INSTRUMENTS

The Fund will invest exclusively in the following:

a)        Shares of Funds and Fund of Funds;  without limitation,  the Fund
          is  expected to be invested  in the  following  Single  Strategy,
          Multi Manager Funds of Hedge Funds:
----------------------------------------------
Goldman Sachs Global Equity Long/Short, LLC
Goldman Sachs Global Tactical Trading II, LLC
Goldman Sachs Global Relative Value II, LLC
Goldman Sachs Global Event Driven, LLC
---------------------------------------------

b)        Managed  accounts  with  Limited  Liability  of Funds and Fund of
          Funds;
c)        The  Fund  may  invest  in Money  Market  Funds  or Money  Market
          instruments  with a  maturity  of 3 months  or less  issued  by a
          financial counterparty rated at least P1 by Moody or A1 by S&P;
d)        For hedging purposes, the Fund may enter into spot and forward FX
          contracts  with  financial  counterparties  rated  at least P1 by
          Moody or A1 by S&P.


2.   STRATEGY LIMITS

-------------------------------------------------------------------
                                          Limits on
                                        Percentage of
                                       Net Asset Value
                                        of the Fund
                                        invested in
Sub-Fund employed by Strategy          Active Assets

                                      Minimum   Maximum   Comments
-------------------------------------------------------------------
  Equity Long/Short Fund                          40%

  Relative Value Fund                             40%

  Global Macro/CTA Fund                           40%

  Event Driven Fund                               40%

-------------------------------------------------------------------

Each  sub-strategy  is constrained by any constraint at the strategy level.
The inclusion of strategies (and their respective  restrictions) other than
those  detailed  above  shall  be  agreed  by the  Noteholder  prior to any
investment in such a strategy.

3.   LEVERAGE AND BORROWING

The Issuer may not incur or permit  leverage  except as provided in Section
7(a) of the Note Purchase  Agreement.  The underlying Single Strategy Funds
will not  borrow  more  than 10% of their  Net  Asset  Value at the time of
incurrence,  and the proceeds of any such borrowing will be used solely for
liquidity management purposes;  provided, that if such borrowing thereafter
exceeds  15% of such  Single  Strategy's  Fund's Net Asset  Value (less the
estimated  value (as  reasonably  determined by the Issuer in  consultation
with the Noteholder) of all pending redemptions, if any, as to which copies
of redemption  notices have been  delivered to the Noteholder in accordance
with  the  reporting  requirements  of  Schedule  I to  the  Note  Purchase
Agreement),  the Issuer shall as soon as  practicable  but in any event not
later  than five  Business  Days  after the date  thereof  take all  action
necessary  and   reasonably   requested  by  the  Noteholder  to  undertake
redemptions  in an  amount  equal  to  120% of the  amount  by  which  such
borrowing exceeds such 10% Net Asset Value threshold at such time. Promptly
and in any event not later than five  Business  Days  after  receipt by the
Issuer of the proceeds of any such redemption,  the Issuer shall repay such
borrowings to the extent  necessary to comply with such 10% Net Asset Value
threshold with respect to such Single Strategy Fund.

4.   LIQUIDITY

a) Liquidity Schedule on a Non-look-through  basis, not including lock-ups,
will satisfy the constraint in the table below.

-----------------------------------------------
EXIT PERIOD               MINIMUM NET ASSET
                          VALUE OF FUND
                          INVESTED
-----------------------------------------------
181 days or less          100%
-----------------------------------------------

-----------------------------------------------

b)  The  Liquidity  Schedule  on a  Look-through  basis  will  satisfy  the
constraint in the table below;  provided,  however, that all determinations
as to  such  compliance  shall  be  made  by the  Noteholder  in  its  sole
discretion,  and,  prior to receipt of a notice from the  Noteholder of any
Look-through Failure, the Issuer shall have no responsibility to comply (or
to monitor or certify compliance) with this section 4(b).

-----------------------------------------------
EXIT PERIOD               MINIMUM NET ASSET
                          VALUE OF FUND
                          INVESTED
-----------------------------------------------
175 days or less          50%
-----------------------------------------------
456 days or less          60%
-----------------------------------------------
720 days or less          85%
-----------------------------------------------
1200 days or less         100%
-----------------------------------------------

Exit Period is defined as the maximum  amount of time  required to effect a
redemption  request from an underlying  fund. Exit Period is the sum of the
following  terms with  respect to the  underlying  funds (1) Notice  Period
Component and (2) Frequency and Lock-Up Component,  but without duplication
of time periods that may run concurrently.

     o    The  Notice  Period  Component  is  the  number  of  days  notice
          required.

     o    The  Frequency  and  Lock-Up  Component  is either
               a) 30 days for  monthly  liquidity,  90 days  for  quarterly
               liquidity,  182 days for semi-annual liquidity, 365 days for
               annual  liquidity,  if there is no  lock-up  period  or if a
               redemption is allowable  during the lock-up period for a fee
               of less  than or equal to 5% of the  redemption  amount,  no
               matter  what the length of the  initial  lock-up,  or b) the
               number of days remaining in the lock-up period plus 30 days.

5.   DIVERSIFICATION

a)   The  minimum  number  of  sub-funds  invested  in  by  the  Fund  on a
     non-Look-through basis shall be 4.

b)   The  minimum  number  of  sub-funds  invested  in  by  the  Fund  on a
     Look-through basis shall be 50.

c)    The holding of any sub-fund on a Look-through basis shall not result
      in the holding of that sub-fund exceeding 8% of the Net Asset Value
      of the Fund; provided, however, that all determinations as to
      compliance with this section 5(c) shall be made by the Noteholder in
      its sole discretion, and, prior to receipt of a notice from the
      Noteholder of any Look-through Failure, the Issuer shall have no
      responsibility to comply (or to monitor or certify compliance) with
      this section 5(c).

6.    REMEDIATION

Limits and restrictions  specified in these Investment Guidelines are to be
observed by the Issuer at all times (except as specified in the provisos to
sections 4(c) and 5(c) of these Investment Guidelines).

Unless explicitly agreed by the Noteholder in advance, upon notice from the
Noteholder to the Issuer, any breach of any of these limits or restrictions
must be  remedied by the Issuer.  Failure to  initiate  appropriate  action
plans to rectify the breaches within the  Remediation  Period defined below
shall  constitute an Event of Default under the Note Purchase  Agreement at
the sole discretion of the Noteholder.  During such remediation periods all
contractual  rights  and  obligations  of the  parties  remain  unaffected.
Initiation of appropriate  action plans to rectify any such breaches within
such  remediation  period  shall  constitute  a cure of any  such  Event of
Default under the Note Purchase  Agreement for so long as such action plans
remain in effect.

The  "Remediation  Period" shall be five (5) Business Days from the date of
notice from the Noteholder.

FURTHER DEFINITIONS

"NON-LOOK-THROUGH BASIS": looks at the portfolio of hedge funds, including,
without  limitation,  the 4  multi-manager  single  strategy funds of hedge
funds  managed by  Goldman  Sachs  Hedge Fund  Strategies  as  detailed  in
Paragraph 1.a).

"LOOK-THROUGH BASIS":  considers the investments in underlying portfolio of
Hedge Funds that the 4  multi-manager  single strategy funds of hedge funds
managed by Goldman Sachs Hedge Fund Strategies invest in.



<PAGE>



                                                                      EXHIBIT C

           [GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC LETTERHEAD]

                             NOTICE OF ADVANCE

[Date]


Barclays Capital Services LLC
200 Cedar Knolls Rd, Building E
4th Floor Drop 4x
Whippany, NJ 07981
Attention: Erik Hoffman
Cc Alina Grajewski
Telephone: 973-576-3709
Facsimile: 973-576-3694

With a copy to:

Barclays Bank PLC
c/o Barclays Capital Securities Limited
5 The North Colonnade
Canary Wharf
London E14 4BB
England
Attention: Fund Bookrunning/Fund Risk Management
Telephone: +44 (0) 20 777 38063
Facsimile: +44 (0) 20 751 60972

Ladies and Gentlemen:

The undersigned, GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC, (the "ISSUER"),
refers  to  that  certain  Note  Purchase  Agreement  (the  "NOTE  PURCHASE
AGREEMENT")  between the Issuer and BARCLAYS  BANK PLC (the  "NOTEHOLDER"),
dated  as of  January  19,  2006 (as  amended,  supplemented  or  otherwise
modified  from  time to  time).  The  terms  defined  in the Note  Purchase
Agreement (and any schedules and exhibits thereto) are being used herein as
therein defined. The undersigned hereby gives you notice, irrevocably, that
the  undersigned  hereby  requests the Noteholder to make an Advance and in
that connection  sets forth below the information  relating to such Advance
(the "PROPOSED ADVANCE"):

     The  Business  Day of the Proposed  Advance is  _________________  __,
     ____.(1)

     The Issuer  requests an Advance in the aggregate  principal  amount of
     $_____________.

     The  undersigned  hereby  certifies that on the date hereof and on the
     date of the Proposed Advance:

     The representations and warranties contained in the Note issued to the
     Noteholder are true and correct in all material respects.

--------
(1) Note, if date of Requested Advance is less than three Business Days
from the date of the Notice of Advance, the Advance will be made at
Overnight LIBOR and converted on the Business Day following the date of
such Advance into an Advance at Weekly LIBOR pursuant to Section 1.

<PAGE>

     Based on the most  recently  delivered  estimated  weekly NAV from the
     Fund Administrator, a copy of which is attached hereto as Annex 1, the
     net  asset  value of the  Issuer  is  estimated  in good  faith by the
     undersigned to be $[_] as of the date of such estimated weekly NAV.

     No Event of Default has  occurred and is  continuing  and no event has
     occurred that, with the lapse of time or the giving of notice or both,
     would  constitute  an  Event of  Default,  or  would  result  from the
     Proposed Advance or from the application of the proceeds therefrom.

     After giving effect to the Proposed Advance,  the sum of the principal
     amount of all Advances  outstanding does not exceed the Debt to Equity
     Trigger Amount.

Very truly yours,

GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

   By:  GOLDMAN SACHS HEDGE FUND STRATEGIES LLC,
      its managing member


   By:
      ------------------------------
   Name:
   Title:


<PAGE>


                                  ANNEX 1

                    MOST RECENT WEEKLY NAV OF THE ISSUER

                                 [ATTACHED]


<PAGE>

                                                                     SCHEDULE I


                           REPORTING REQUIREMENTS

The  Noteholder  shall be entitled to the  following  information  from the
Investment Manager within 5 Business Days of any request by the Noteholder:

(a)  the name of any fund (a "FUND  ASSET")  into  which the  Issuer or any
     Single Strategy Fund invests

(b)  the aggregate amount invested by the Issuer in each Fund Asset

(c)  the performance history of such Fund Asset

(d)  the frequency in relation to which  subscription  for, and redemptions
     of, units in such Fund Asset may be effected, and

(e)  any notice periods relating to any  subscriptions or redemptions to be
     effected pursuant to (e) above, and

(f)  any minimum  periods  during which  redemption of an investment in the
     Fund Asset is not possible (a "lock-in period")

The Issuer shall furnish to the Noteholder  promptly after delivery thereof
all notices of investments in and/or redemption of Fund Assets from time to
time.

The Noteholder shall be entitled to the following information from the Fund
Administrator  and/or the Issuer within 35 calendar days of the last day of
each calendar month:

     (a)  the   official   NAV  of  the   Issuer   prepared   by  the  Fund
          Administrator, and

     (b)  full  details  from  the  Fund  Administrator   relating  to  all
          investments  by the  Issuer  into  each  Fund  Asset  (including,
          without limitation, all outstanding liabilities,  current assets,
          cash  balances  and  any  unfilled  subscription  and  redemption
          orders).