Amended and Restated Agreement of Limited Partnership of GREENHILL CAPITAL PARTNERS (EMPLOYEES) II, L.P

 

 

 

		TABLE OF CONTENTS
				P AGE
		ARTICLE 1 G ENERAL P ROVISIONS
Section 1.01 .		Definitions		1
Section 1.02 .		Partnership Name		1
Section 1.03 .		Office; Registered Agent		1
Section 1.04 .		Continuation of the Partnership		2
Section 1.05 .		Purposes of the Partnership		2
Section 1.06 .		Liability of the Partners Generally		2
Section 1.07 .		Admission of Limited Partners; Additional Limited Partners; Increase of Capital
		Commitments		2
Section 1.08 .		Number Of Partners		6
		ARTICLE 2 M ANAGEMENT AND O PERATIONS OF THE P ARTNERSHIP
Section 2.01 .		Management Generally		6
Section 2.02 .		Authority of the General Partner		6
Section 2.03 .		Other Authority		8
Section 2.04 .		Management Fee		9
Section 2.05 .		Borrowings by the Partnership		10
Section 2.06 .		Other Activities		10
Section 2.07 .		Books and Records; Accounting Method; Fiscal Year		13
Section 2.08 .		Certain Tax Matters		14
Section 2.09 .		Confidentiality		15
Section 2.10 .		Annual Meeting		17
Section 2.11 .		LP Advisory Committee		17
Section 2.12 .		Reliance by Third Parties		18
Section 2.13 .		Transaction Fees		18
Section 2.14 .		Temporary Investment of Funds		19
Section 2.15 .		Certain FCC Matters		19
		ARTICLE 3 I NVESTMENTS
Section 3.01 .		Partnership Investments Generally		20
Section 3.02 .		Investment Limitations		21
Section 3.03 .		Structuring of Investments Generally; Certain Rules Governing Investments		21
Section 3.04 .		Investment Committee		25

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Section 3.05 .		Restriction on Activities by Greenhill Entities; Obligation to
		Offer		26
Section 3.06 .		Related Funds		26
Section 3.07 .		Additional Investment Situations		27
Section 3.08 .		General Principles on the Disposition of Investments		28
Section 3.09 .		Non-U.S. Currency Considerations		29
		ARTICLE 4 E XPENSES
Section 4.01 .		Definition and Payment of General Partner Expenses		29
Section 4.02 .		Definition and Payment of Partnership Expenses		29
Section 4.03 .		Responsibility for Partnership Expenses Among the Partners		31
Section 4.04 .		Sources of Funds for Funding by the Partners of Partnership Expenses		33
Section 4.05 .		Non-Applicability of Article 4 to Parallel Investment Expenses		33
		ARTICLE 5 C APITAL C OMMITMENTS AND C APITAL C ONTRIBUTIONS
Section 5.01 .		Capital Commitments		33
Section 5.02 .		Drawdown Procedures		35
Section 5.03 .		Excuse Procedure		39
Section 5.04 .		Default by Investors		42
Section 5.05 .		Certain Exclusion Circumstances		46
		ARTICLE 6 D ISTRIBUTIONS ; A LLOCATIONS ; C APITAL A CCOUNTS
Section 6.01 .		Distributions Generally		47
Section 6.02 .		Distributions of Proceeds of Partnership Investments		47
Section 6.03 .		Other Income		49
Section 6.04 .		Tax Distributions		49
Section 6.05 .		Other General Principles of Distribution		50
Section 6.06 .		Loans and Withdrawal of Capital		52
Section 6.07 .		Capital Accounts; Allocations		52
Section 6.08 .		Tax Allocations		54
		ARTICLE 7 P ARALLEL I NVESTMENTS
Section 7.01 .		Parallel Investments Generally		54
Section 7.02 .		Parallel Investment Expenses		55
Section 7.03 .		Parallel Investment Vehicle Borrowings		57
Section 7.04 .		Consequences upon Default		57

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		ARTICLE 8 R EPORTS TO L IMITED P ARTNERS
Section 8.01 .		Reports		57
		ARTICLE 9 E XCULPATION AND I NDEMNIFICATION
Section 9.01 .		Exculpation and Indemnification		59
Section 9.02 .		Forum Selection		62
Section 9.03 .		Return of Distributions		62
Section 9.04 .		Parallel Investments		63
		ARTICLE 10 D URATION AND D ISSOLUTION OF THE P ARTNERSHIP
Section 10.01 .		Duration		63
Section 10.02 .		Dissolution		63
Section 10.03 .		Liquidation of Partnership		64
Section 10.04 .		Distribution Upon Dissolution of the Partnership		65
Section 10.05 .		Withdrawal, Death or Incompetency of a Limited Partner		66
		ARTICLE 11 T RANSFERABILITY OF G ENERAL P ARTNER ’ S I NTEREST
Section 11.01 .		Transferability of General Partner’s Interest		68
Section 11.02 .		No-Fault Removal		68
		ARTICLE 12 T RANSFERABILITY OF A L IMITED P ARTNER ’ S I NTEREST
Section 12.01 .		Restrictions on Transfer		71
Section 12.02 .		Expenses of Transfer; Indemnification		71
Section 12.03 .		Recognition of Transfer; Substituted Limited Partners		72
Section 12.04 .		Transfers During a Fiscal Year		73
Section 12.05.		Information Reporting in Connection with Transfer		73
Section 12.06.		Securities Laws; Legends		73
		ARTICLE 13
		M ISCELLANEOUS
Section 13.01 .		Amendments; Waivers		74
Section 13.02 .		Approvals		74
Section 13.03 .		Mergers and Consolidations		76
Section 13.04 .		Investment Representation		76
Section 13.05 .		Successors; Counterparts; Beneficiaries		76

 

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Section 13.06 .		Governing Law; Severability; Certain Matters as to the
		General Partner		77
Section 13.07 .		Further Assurance		77
Section 13.08 .		Filings		77
Section 13.09 .		Power of Attorney		77
Section 13.10 .		No Bill for Partnership Accounting		78
Section 13.11 .		Goodwill		78
Section 13.12 .		Notices		78
Section 13.13 .		Headings		79
Section 13.14 .		Tax Election		79
Section 13.15 .		Side Letters		79
Appendix A – Definitions				A-1
Schedule 1 – Pre-Closing Investments

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      AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
GREENHILL CAPITAL PARTNERS (EMPLOYEES) II, L.P.

      AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP dated as of March 31, 2005 of Greenhill Capital Partners (Employees) II, L.P.

W I T N E S S E T H :

      WHEREAS, GCP Managing Partner II, L.P., a Delaware limited partnership, in its capacity as General Partner, and Scott L. Bok, as the initial Limited Partner, have heretofore entered into an Agreement of Limited Partnership dated as of January 13, 2005 (the “ Original Agreement ”) and have formed a limited partnership named Greenhill Capital II, L.P. pursuant to the Delaware Revised Uniform Limited Partnership Act 6 Del.C. §17-101, et seq. , as amended from time to time (the “ Delaware Act ”);

      WHEREAS, the General Partner and Scott L. Bok amended and restated the Original Agreement effective as of January 27, 2005 to change the name of the Partnership to Greenhill Capital Partners (Employees) II, L.P. (the “ First Amended Agreement ”);

      WHEREAS, the First Amended Agreement was amended and restated on February 11, 2005 (the “ Second Amended Agreement ”); and

      WHEREAS, the parties hereto desire to continue the limited partnership and to amend and restate the Second Amended Agreement in its entirety;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
G ENERAL P ROVISIONS

      Section 1.01 . Definitions. Capitalized terms used herein without definition have the meanings assigned to them in Appendix A hereto.

      Section 1.02 . Partnership Name. The name of the Partnership is Greenhill Capital Partners (Employees) II, L.P.

      Section 1.03 . Office; Registered Agent. (a) The name and address of the Partnership’s registered agent in the State of Delaware is: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington,

 

 

County of New Castle, Delaware 19801. The Partnership shall maintain a registered office in the State of Delaware at the same address.

      (b) The business address of the General Partner shall be 300 Park Avenue, 23 ^rd Floor, New York, New York 10022, U.S.A. or such other place as the General Partner shall determine in its discretion.

      Section 1.04 . Continuation of the Partnership. The parties hereto hereby agree to continue the Partnership as a limited partnership under and pursuant to the Delaware Act.

      Section 1.05 . Purposes of the Partnership. The purposes of the Partnership are (a) to identify potential Partnership Investments, (b) to acquire, hold and dispose of Partnership Investments, and (c) pending utilization or disbursement of funds of the Partnership, to invest such funds in accordance with the terms of this Agreement, in each case consistent with the objectives described in the Confidential Offering Memorandum. The Partnership shall have the power to do any and all acts necessary, appropriate, desirable, incidental or convenient to or for the furtherance of the purposes described in this Section 1.05, including, without limitation, any and all of the powers that may be exercised on behalf of the Partnership by the General Partner pursuant to this Agreement.

      Section 1.06 . Liability of the Partners Generally. (a) Except as otherwise provided in the Delaware Act, the General Partner shall have the liabilities of a partner in a partnership without limited partners to any Person other than the Partnership and the Limited Partners. Except as otherwise provided in this Agreement or the Delaware Act, the General Partner shall have the liabilities of a partner in a partnership without limited partners to the Partnership and each Limited Partner.

      (b) Except as otherwise provided in this Agreement or the Delaware Act, no Limited Partner (or former Limited Partner) shall be obligated to make any contribution to the Partnership or have any liability for the debts and obligations of the Partnership.

      Section 1.07 . Admission of Limited Partners; Additional Limited Partners; Increase of Capital Commitments. (a) On the first Closing Date, each Person whose subscription for a limited partner interest in the Partnership has been accepted by the General Partner shall become a Limited Partner (and shall be shown as such on the books and records of the Partnership) upon (i) execution and delivery by (or, pursuant to a power of attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, (ii) making a Capital Contribution in accordance with Section 5.01 and (iii) making a payment to the Manager in respect of the aggregate Management Fees payable by such Person in accordance with Section 2.04(c).

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     (b) [Intentionally Omitted]

      (c) On or promptly following the first Closing Date, the General Partner will cause the Partnership and Related Funds to make an Investment in the certain securities identified on Schedule 1 hereto, if any (the “ Pre-Closing Investments ”) by transferring the Pre-Closing Investments to the Partnership and Related Funds. Each transfer of a Pre-Closing Investment shall be treated as a contribution by the General Partner to the Partnership of such Pre-Closing Investment and shall result in an increase in the capital account of the General Partner in an amount (the “ Designated Amount ”) equal to the sum of (i) the original acquisition cost of the Pre-Closing Investment (the “ Original Acquisition Cost ”) and (ii) a notional interest charge in respect of the Original Acquisition Cost equal to 8% per annum calculated from the date of original acquisition of such Pre-Closing Investment by the General Partner until the effective date of the transfer of such Pre-Closing Investment to the Partnership and the Related Funds (the “ Contribution Date ”), net of any payments received by the General Partner prior to the Contribution Date in respect of such Pre-Closing Investment. Each Limited Partner admitted on or prior to the Contribution Date shall, on or prior to the date on which such Limited Partner is admitted, make Capital Contributions in accordance with Section 5.01 with respect to such Pre-Closing Investments and any additional Capital Contributions as may be requested by the General Partner for Temporary Cash Funds. As of the Contribution Date, each Partner will be deemed to have made an investment in each Pre-Closing Investment, and the Invested Capital of each Partner will be equal to its Available Commitment Percentage of the Designated Amount for such Pre-Closing Investment. The amounts contributed to the Partnership by the Limited Partners in respect of any Pre-Closing Investment shall be distributed promptly to the General Partner until the General Partner has received an amount equal to 99% of the Designated Amount.

      (d) At any time during the Admission Period, the General Partner may cause the Partnership to admit additional Limited Partners or to allow any existing Limited Partner to increase its original Capital Commitment. Limited Partners admitted to the Partnership during the Admission Period on any Closing Date other than the first Closing Date, shall participate in Partnership Investments made and Partnership Expenses incurred prior to its admission. In addition, at any time after the Admission Period during the Commitment Period, the General Partner may cause the Partnership to admit additional Limited Partners; provided that the General Partner’s Capital Commitment shall be reduced by the amount of any such Limited Partner’s Capital Commitment. Limited Partners admitted to the Partnership after the Admission Period during the Commitment Period, shall not participate in Partnership Investments made and Partnership Expenses incurred prior to its admission. A Person shall become such an additional Limited Partner (and shall be shown as such on the books and records of the Partnership) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of)

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such Person and the General Partner of counterparts of this Agreement, subject to the terms of this Section 1.07. Neither the admission of any additional Limited Partner to the Partnership nor the increase in the original Capital Commitment of any existing Limited Partner pursuant to this Section 1.07 shall require the approval of any Limited Partner existing immediately prior to such admission or increase.

      (e) Any additional Limited Partner admitted to the Partnership during the Admission Period on any Closing Date other than the first Closing Date (and, to the extent of any increase in its Capital Commitment on any such subsequent Closing Date, any Limited Partner so increasing its Capital Commitment) (each such Limited Partner, a “ New Commitment Partner ”, and each such Limited Partner’s new or increased Capital Commitment, a “ New Commitment ”) shall:

      (i) make a Capital Contribution in an amount equal to the aggregate amount of Capital Contributions that would have been made by such New Commitment Partner had such New Commitment Partner been admitted to the Partnership on the first Closing Date with such New Commitment (such amount shall include the Limited Partner’s pro rata share of the costs of any Partnership Investments made prior to its admission (including Pre-Closing Investments described in Section 1.07(c)) and Partnership Expenses incurred prior to its admission (including Organizational Expenses));

      (ii) contribute to the Partnership any Management Fees in respect of such New Commitment that would have been contributed by such New Commitment Partner had such New Commitment Partner been admitted to the Partnership on the first Closing Date with such New Commitment; and

      (iii) pay to the Partnership an amount as an interest charge (and not as a Capital Contribution) equal to 8% applied to the amounts required to be contributed under clause (i) and (ii) above, as if such amounts had been loaned by the Partnership to such New Commitment Partner on the date (or dates) that such amount would have become due under Section 5.02 had such New Commitment Partner been admitted to the Partnership on the first Closing Date with such New Commitment;

provided that, with respect to any New Commitment Partner that is a Limited Partner increasing its Capital Commitment on such Closing Date, the amount payable by such New Commitment Partner pursuant to Section 1.07(e)(i) or Section 1.07(e)(ii) shall be decreased by the aggregate amount of Capital Contributions or the aggregate amount in respect of Management Fees, respectively, theretofore paid by such New Commitment Partner.

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      (f) As promptly as practicable after any Closing Date following the first Closing Date, each Limited Partner (other than a Limited Partner that is a New Commitment Partner on such Closing Date) shall receive a portion of the amount contributed by each New Commitment Partner pursuant to Section 1.07(e)(i) on such subsequent Closing Date. The distribution to such Limited Partner shall be treated as a return of capital (and the Available Capital Commitment of such Limited Partner shall be increased) and shall be in an amount such that, after giving effect to such distribution, such Limited Partner shall have made Capital Contributions in an amount equal to the aggregate amount that would have been made by such Limited Partner had such New Commitment Partner been admitted to the Partnership on the first Closing Date with the applicable New Commitment. Such Limited Partner shall also receive a portion of the amount paid by such New Commitment Partner pursuant to Section 1.07(e)(iii) attributable to the amount being distributed to such Limited Partner as a return of capital. Any such return of capital shall not be treated as a distribution for purposes of Article 6 or Section 10.04. Upon the admission of additional limited partners to the Partnership or to any Related Fund, the Partnership may purchase from or sell to any Related Fund a portion of any Investments or other assets necessary in order for the Partnership to appropriately give effect to Sections 1.07(e) and (f) herein (and for any such Related Fund to give effect to the corresponding sections in the limited partnership agreement of such Related Fund) in light of the additional funding provided by such additional limited partners.

      (g) As promptly as practicable after any subsequent Closing Date, the Partnership shall pay to the Manager, (i) as an additional amount of Management Fees, that portion of the Management Fees contributed by the New Commitment Partners pursuant to Section 1.07(e)(ii) and (ii) a portion of the amount paid by the New Commitment Partners pursuant to Section 1.07(e)(iii) attributable to the Management Fee.

      (h) Any additional Limited Partner admitted to the Partnership on any Closing Date after the Admission Period shall pay to the Partnership an amount equal to Capital Contributions requested in accordance with Section 5.01 and Management Fees payable by such Person pursuant to Section 2.04(c) with respect to such new Capital Commitment (pro-rated, if necessary for the remainder of the then-current semi-annual period).

      (i) Notwithstanding any other provision of this Agreement, the Partnership and the General Partner, on its own behalf or on behalf of the Partnership, shall enter into and carry out the terms of the Management Agreement, subscription agreements with the Limited Partners, and any other agreements to induce a Person to purchase a limited partner interest in the Partnership (each, a “ Side Letter ”), without any further act, approval or vote of any Partner or other Person.

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      Section 1.08 . Number Of Partners. The Partnership shall not have more than one-hundred (100) Partners at any time. For purposes of this Section 1.08, the number of Partners in the Partnership shall be determined in accordance with Treasury Regulations Section 1.7704 -1(h) and Section 3(c)(1) of the Investment Company Act. No entity that is a partnership, an S corporation or a grantor trust for U.S. federal income tax purposes shall be admitted as a Partner unless such entity has represented to the General Partner that either (a) such entity’s investment in the Partnership does not account for substantially all of the value of any Person’s beneficial interest in such entity or (b) it was not a principal purpose of such entity’s investment in the Partnership to permit the Partnership to satisfy the 100-partner limitation set forth in Treasury Regulations Section 1.7704 -1(h)(1)(ii).

ARTICLE 2
M ANAGEMENT AND O PERATIONS OF THE P ARTNERSHIP

      Section 2.01 . Management Generally. (a) The management and control of the Partnership shall be vested exclusively in the General Partner. The Limited Partners shall have no part in the management or control of the Partnership and shall have no authority or right to act on behalf of the Partnership in connection with any matter.

      (b) The General Partner shall have the right, to the fullest extent permitted by the Delaware Act, to delegate certain management and administrative responsibilities set forth in Section 2.02 to the Manager pursuant the Management Agreement. The Manager shall have the authority and right to act on behalf of the Partnership to the extent (but only to the extent) such authority or right is provided for in the Management Agreement. Each Limited Partner may request the General Partner to deliver to it a copy of the Management Agreement as in effect from time to time.

      Section 2.02 . Authority of the General Partner. The General Partner shall have the power on behalf of and in the name of the Partnership, or in its own name or through other agents, to carry out any and all of the objects and purposes of the Partnership in accordance with, and subject to the limitations contained in, this Agreement and to perform all acts which it may, in its discretion, deem necessary or desirable in connection therewith, including, without limitation, the power to:

     (a) identify and evaluate investment opportunities for the Partnership;

      (b) acquire, hold, manage, restructure, own, sell, transfer, convey, assign, exchange, pledge or otherwise dispose of any investment, asset or instrument made or held by the Partnership;

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      (c) open accounts with banks, brokerage firms or other financial institutions, and deposit, maintain and withdraw funds in the name of the Partnership and draw checks or other orders for the payment of moneys;

      (d) negotiate, approve, enter into, and take any action under, any contract, agreement or other instrument and any amendment thereto as the General Partner shall determine, in its discretion, to be necessary or desirable to further the purposes of the Partnership, including granting or refraining from granting any waivers, consents and approvals with respect to any of the foregoing and any matters incident thereto;

      (e) bring and defend actions and proceedings at law or in equity and before any governmental, administrative or other regulatory agency, body or commission;

      (f) employ, on behalf of the Partnership, any and all financial advisers, underwriters, attorneys, accountants, consultants, appraisers, custodians of the assets of the Partnership, or other agents, on such terms and for such compensation as the General Partner may determine, whether or not such Person may be an Affiliate of the General Partner, the Manager or Greenhill or may also be otherwise employed by any such Affiliate, and terminate such employment;

      (g) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the discretion of the General Partner, be necessary or desirable for the acquisition, management or disposition of investments by the Partnership;

      (h) enter into and perform any agency cross transaction in which the General Partner, the Manager, Greenhill or any of their respective Affiliates acts as broker for both the Partnership and a party on the other side of the transaction;

      (i) subject to Section 2.05, arrange financings and borrowings for or on behalf of the Partnership or any Limited Partner and secure the same by pledge or other lien on any Partnership assets (including without limitation the Partnership’s right title and interest in and to the Available Capital Commitments), on such terms as the General Partner shall determine in its discretion, to pay Partnership Expenses or to make Partnership Investments;

      (j) incur expenses and other obligations, and make payments, on behalf of the Partnership in its own name or in the name of the Partnership, including payment of expenses and other obligations with respect to the services referred to in clauses (f) and (h) of this Section 2.02;

      (k) subject to Section 2.05, lend funds to the Partnership or any Limited Partner;

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      (l) establish reserves in accordance with this Agreement for contingencies and for any other Partnership purpose;

      (m) make distributions to the Limited Partners in cash or otherwise in accordance with the provisions of this Agreement;

      (n) prepare and cause to be prepared reports, statements and other information for distribution to the General Partner and the Limited Partners;

      (o) prepare and file all necessary U.S. and, if appropriate, non-U.S. tax returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Partnership, and withhold amounts with respect thereto from funds otherwise distributable to the General Partner or any Limited Partner;

      (p) maintain records and accounts of all operations and expenditures of the Partnership;

      (q) subject to Section 8.01, determine the accounting methods and conventions to be used in the preparation of any accounting or financial records of the Partnership;

     (r) convene meetings of the Limited Partners for any purpose;

      (s) effect a dissolution of the Partnership in accordance with Section 2.03 and Article 10;

      (t) form and structure Partnership Investments through Partnership Investment Vehicles pursuant to Section 3.03;

      (u) subject to Section 3.03(b) and Article 7, cause Partners to make Parallel Investments as Parallel Investors outside the Partnership;

      (v) enter into any hedging transaction (including without limitation hedging for interest rate, currency and other market and investment risks) as the General Partner shall determine to be necessary or desirable to further the purposes of the Partnership; and

      (w) act for and on behalf of the Partnership in all matters incidental to the foregoing.

      Section 2.03 . Other Authority. The General Partner agrees to use its reasonable best efforts to operate the Partnership in such a way that (i) the Partnership would not be an “ investment company ” within the meaning of the Investment Company Act (except for purposes of Sections 12(d)(1)(A)(i) and (B)(i) thereunder), (ii) none of the Partnership’s assets would be deemed to be

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“ plan assets ” for purposes of ERISA, (iii) the General Partner and the Manager would be in compliance with the Advisers Act, and (iv) each of the Partnership, the General Partner, the Manager, Greenhill and any Affiliate of any such Person would be in compliance with any other material law, regulation or guideline applicable to the Partnership, the General Partner, the Manager, Greenhill or such Affiliate. The General Partner is hereby authorized to take any action it has determined in good faith to be necessary or desirable in order for (A) the Partnership to qualify as an “employees’ security company” within the meaning of Section 2(a)(13) of the Investment Company Act and to comply with the terms and conditions set forth in any application for an exemptive order applicable to the Partnership that may be filed by Greenhill or any of its Affiliates with the Securities and Exchange Commission, (B) the Partnership not to be in violation of the Investment Company Act, (C) the Partnership’s assets not to be deemed to be “ plan assets ” for purposes of ERISA, (D) the General Partner and the Manager not to be in violation of the Advisers Act or (E) each of the Partnership, the General Partner, the Manager, Greenhill or any Affiliate of any such Person not to be in violation of any other material law, regulation or guideline applicable to the Partnership, the General Partner, the Manager, Greenhill or such Affiliate, including (1) subject to clauses (i) – (iv) of Section 13.01(a), making structural, operating or other changes in the Partnership by amending this Agreement or the Management Agreement or otherwise, (2) requiring the sale in whole or in part of any Investment or other asset, (3) canceling or reducing the Capital Commitment or Available Capital Commitment of any Limited Partner, (4) requiring the sale in whole or in part of any Limited Partner’s interest in the Partnership or otherwise causing the withdrawal of any Limited Partner from the Partnership, (5) restricting admission in the Partnership only to Eligible Employees, Eligible Family Members and entities formed for the benefit of such persons, or (6) dissolving the Partnership. Any action taken by the General Partner pursuant to this Section 2.03 shall not require the approval of any Limited Partner.

      Section 2.04 . Management Fee. (a) In consideration for the management services rendered pursuant to the Management Agreement, in respect of each semi-annual period until the final liquidating distribution pursuant to Section 10.04, the Partnership shall pay to the Manager a management fee (a “ Management Fee ”) payable semi-annually in an amount equal to the aggregate amount payable by all Limited Partners for such semi-annual period pursuant to Section 2.04(b).

      (b) Subject to Sections 2.13(b) and 4.02(a)(i), the Management Fee payable in respect of any semi-annual period by each Limited Partner shall be one-half of the aggregate amount derived as follows: (i) if the date of calculation of the Management Fee (the “ Fee Calculation Date ”) occurs during the Commitment Period, multiplying the amount of such Limited Partner’s Capital Commitment on such Fee Calculation Date by 1.5% and (ii) if the Fee Calculation Date occurs after the Commitment Period, multiplying such Limited Partner’s

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aggregate Invested Capital with respect to all Investments on such Fee Calculation Date by 1.0%; provided that the rate applicable under clause (ii) shall be effective immediately on the date following the termination of the Commitment Period and the Management Fee will be adjusted accordingly. The Management Fee will be payable from the first Closing Date.

      (c) In respect of each semi-annual period during the term of the Partnership, each Limited Partner shall pay the aggregate Management Fee payable by it for such semi-annual period, pursuant to Section 2.04(b), to the Partnership in immediately available funds in U.S. dollars not later than the fifth Business Day after receipt of a notice from the General Partner advising such Limited Partner of the amount due and setting forth how such amount was calculated. The failure of any Limited Partner to make all or a portion of any such required payment shall be a Default pursuant to Section 5.04(a); provided that any interest accrued on the corresponding Default Amount (as determined in the manner set forth in Section 5.04(a)) shall be payable to the Manager. The General Partner shall have discretion to satisfy the portion of the Management Fees due and payable by any Limited Partner under this Section 2.04 from Capital Contributions made by such Limited Partner or from Proceeds or any other funds or other assets of the Partnership that are distributable to such Limited Partner pursuant to the terms of this Agreement. In addition, the General Partner shall be free to exercise any remedies available to the Partnership, and the Manager shall be free to exercise any remedies available to it, to enforce the obligation of such Limited Partner to make such payment.

      Section 2.05 . Borrowings by the Partnership. The General Partner shall have the right, in its sole discretion, to cause the Partnership to borrow money from, or guarantee the indebtedness of, any Person (including the General Partner or any Affiliate of the General Partner) (i) to finance the acquisition of Investments ( provided that such borrowings or guarantees shall not be incurred in an amount in excess of the aggregate Available Capital Commitments); (ii) to refinance or recapitalize any Investment (or group of Investments relating to a Portfolio Company); provided that (x) the recourse for such borrowing is limited solely to the securities or other assets owned by the Partnership in connection with such Investment or Investments and a guarantee or indemnity by the Partnership for any losses attributable to fraud, willful misconduct, gross negligence or breach of the Partnership’s covenants or representations as the owner, pledgor or assignor of any direct or indirect interest in such securities or other assets and (y) the proceeds of any such limited recourse borrowing are distributed promptly to the Partners; or (iii) for short-term cash management purposes in connection with the activities of the Partnership.

      Section 2.06 . Other Activities. (a) Each Investor (i) represents and warrants that such Investor has carefully reviewed and understood the information contained in the Confidential Offering Memorandum, and (ii) acknowledges and

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agrees that the General Partner, the Manager, Greenhill or any of their respective Affiliates may engage, without liability to the Partnership or the Limited Partners except as provided in Section 9.01(a), in any and all of the activities of the type or character described or contemplated in this Section 2.06 and in the Confidential Offering Memorandum under the caption “ Risk Factors – General Risk Factors – Other Fees ”, “ Risk Factors - General Risk Factors – Other Activities ” and “ Risk Factors – Potential Conflicts of Interest ” or elsewhere therein, whether or not such activities have or could have an effect on the Partnership’s affairs (or, if applicable, on any Parallel Investor’s affairs) or on any Investment, and that no such activity will in and of itself constitute a breach of any duty owed by any Indemnified Person to the Limited Partners or the Partnership. Without limiting the generality of any of the foregoing, the General Partner and each Investor acknowledge and agree that:

      (A) although the General Partner intends generally to identify appropriate investment opportunities for the Partnership (and, if applicable, for any Parallel Investor), none of the General Partner, Greenhill or any of their respective Affiliates shall have any obligation under this Agreement, except as (and only to the extent) provided in Section 3.05, to offer to the Partnership or any Investor any particular investment opportunity;

      (B) (1) the General Partner, the Manager, Greenhill and any of their respective Affiliates, and any officer or employee of any such Person shall be required to devote only such time to the affairs of the Partnership, any Partnership Investment Vehicle, any Parallel Investment Vehicle and any Parallel Investment as they shall determine in their reasonable discretion may be necessary or appropriate to manage and operate the Partnership, any Partnership Investment Vehicle, any Parallel Investment Vehicle and any Parallel Investment, and each such Person, to the extent not otherwise directed by the General Partner (but subject to Section 3.05(b) and the other provisions of this Agreement), shall be free to serve and may be compensated by any other Person or enterprise in any capacity (including serving the Partnership in any capacity other than as a general partner or as an investment advisor or otherwise) that it may deem appropriate in its discretion; (2) the General Partner may arrange for such of its (or its Affiliates’) employees as it deems appropriate, in consideration for their providing services to or for the benefit of the Partnership, to participate in allocations of carried interest to the General Partner (and distributions of any such carried interest) by directly or indirectly becoming limited partners of the General Partner or otherwise; and (3) the General Partner may enter into incentive arrangements with Persons not associated with the

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General Partner or Greenhill as it deems appropriate in consideration of their providing services in connection with sourcing of Investments, including the making of payments to such Persons by the General Partner based on the carried interest proceeds realized from such Investments to compensate such Persons upon realization of such Investments; and

      (C) in addition to the transactions specifically contemplated by this Agreement, Greenhill and any of its Affiliates shall have the right to perform services for, and to receive compensation from, the Partnership, any Partner (including, if applicable, as a Parallel Investor), any Partnership Investment Vehicle, any Parallel Investment Vehicle, any Related Fund, any Portfolio Company or Related Person (whether before or after or in connection with the making of the applicable Investment). Subject to Section 2.06(a)(ii)(D), such compensation may include, without limitation, investment banking or advisory fees, fees in connection with restructurings and mergers and acquisitions, and underwriting or placement fees. In addition, Greenhill, each such Affiliate and any officer or employee of any such Person shall have the right to purchase property (including securities) from, to sell property (including securities) or lend funds to, or otherwise to deal with, the Partnership, any Partner (including, if applicable, as a Parallel Investor), any Partnership Investment Vehicle, any Parallel Investment Vehicle, any Related Fund, any Portfolio Company or any Related Person (whether before or after or in connection with the making of the applicable Investment); provided that any such dealing (other than those specifically contemplated by this Agreement) shall not otherwise be in violation of this Agreement; and provided further that each Limited Partner hereby consents to the contribution of Pre-Closing Investments by the General Partner to the Partnership. Each Investor further acknowledges and agrees that the performance of such services, the purchase or sale of such property, the lending of such funds, other dealings, or the receipt of such compensation may give rise to conflicts of interest between the Partnership and the Investors (including, if applicable, as Parallel Investors), on the one hand, and Greenhill, such Affiliate, or such officer or employee, on the other hand, and that, except as specifically provided otherwise in this Agreement, any such compensation will not be shared with the Partnership or any Investor;

      (D) any fees or other compensation received by Greenhill or any of its Affiliates from the Partnership, any Partner

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(including, if applicable, as a Parallel Investor), any Partnership Investment Vehicle, any Parallel Investment Vehicle, any Related Fund, any Portfolio Company or Related Person at any time during the period the Partnership holds an Investment in the relevant Portfolio Company will be reasonable and will not exceed the amount that Greenhill or such Affiliates would customarily receive from third parties as fees or other compensation at such time for the performance of similar services in an arm’s-length transaction; provided that the limitations set forth in this sentence shall be deemed to be satisfied with respect to the terms specifically contained in this Agreement; and

      (E) Greenhill, the General Partner and their respective Affiliates shall not lend money to the Partnership on other than arm’s-length terms.

      (b) Nothing contained in this Agreement shall be deemed to limit in any respect the ability of any Investor (or Affiliate thereof), in its individual capacity, from making investments in, or otherwise engaging in business with, any Portfolio Company or in any Person in which Investments are proposed to be made or in any Affiliate of any such Person or from providing financing thereto, in addition to such Investor’s Capital Contributions, if any, pursuant to this Agreement.

      Section 2.07 . Books and Records; Accounting Method; Fiscal Year. (a) The General Partner shall keep or cause to be kept at the address of the General Partner (or at such other place as the General Partner shall advise the other Partners in writing) full and accurate books and records of the Partnership. Each Limited Partner shall be shown as a limited partner of the Partnership on such books and records. Subject to Section 2.09(b), such books and records shall be available, upon 10 Business Days’ notice to the General Partner, for inspection at the offices of the General Partner (or such other location designated by the General Partner, in its discretion) at reasonable times during business hours on any Business Day by each Limited Partner or its duly authorized agents or representatives for a purpose reasonably related to such Limited Partner’s interest in the Partnership. Each Limited Partner agrees that (i) such books and records contain confidential information relating to the Partnership and its affairs, and (ii) the General Partner shall have the right to prohibit or otherwise limit, in its reasonable discretion, the making of any copies of such books and records.

      (b) Except as otherwise provided in this Agreement, the Partnership’s books of account shall be kept on the same basis followed by the Partnership for U.S. federal income tax purposes.

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      (c) Unless otherwise required by law, the fiscal year of the Partnership for financial statement and U.S. federal income tax purposes shall end on December 31st.

      Section 2.08 . Certain Tax Matters. (a) The General Partner shall cause to be prepared and timely filed all U.S. and, if appropriate, non-U.S. tax returns required to be filed for the Partnership. Subject to Section 13.14, the General Partner may, in its discretion, make, or refrain from making, any income or other tax elections for the Partnership that it deems necessary or advisable, including an election pursuant to Section 754 of the Code; provided that neither the General Partner nor any other Person shall make an election or take any other action that would cause the Partnership to be treated as a corporation, an association taxable as a corporation for U.S. income tax purposes or an “ electing large partnership ” under Section 775 of the Code. Each Limited Partner shall be responsible for preparing and filing all tax returns required to be filed by such Limited Partner.

      (b) The General Partner is hereby designated as the Partnership’s “ Tax Matters Partner ” under Section 6231(a)(7) of the Code. The General Partner is specifically directed and authorized to take whatever steps the General Partner, in its discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury regulations. Expenses of any administrative proceedings undertaken by the Tax Matters Partner shall be Partnership Expenses. Each Limited Partner who elects to participate in such proceedings shall be responsible for any expenses incurred by such Limited Partner in connection with such participation. The cost of any resulting audits or adjustments of a Limited Partner’s tax return shall be borne solely by the affected Limited Partner.

      (c) Each Limited Partner shall notify the General Partner in a timely manner of its intention to: (i) file a notice of inconsistent treatment under Section 6222(b) of the Code; (ii) file a request for administrative adjustment of Partnership items; (iii) file a petition with respect to any Partnership item or other tax matters involving the Partnership; or (iv) enter into a settlement agreement with the Secretary of the Treasury with respect to any Partnership items. Upon any such notification, the General Partner may, if it agrees with such Limited Partner’s position, elect (at its discretion) to make such filing or enter into such agreement, as applicable and practicable, on behalf of the Partnership. The cost of any resulting audits or adjustments of a Limited Partner’s tax return shall be borne solely by the affected Limited Partner.

      (d) The General Partner may, in its discretion, take appropriate steps on behalf of the Partnership that it deems necessary or advisable to comply with the tax laws of non-U.S. jurisdictions.

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      (e) The General Partner shall use reasonable efforts to operate the Partnership in a manner that it believes, based on the advice of qualified counsel, does not cause any Limited Partner, by reason of its investment in the Partnership, to become subject to net income tax in any foreign jurisdiction with respect to income from sources other than the Partnership within that jurisdiction.

      Section 2.09 . Confidentiality. (a) Each Investor agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its interest in the Partnership or any Parallel Investment or for purposes of filing such Investor’s tax returns or for other routine matters required by law) nor to disclose to any Person, any information or matter relating to the Partnership and its affairs, including the identities of the other Investors, all offering materials used in connection with the marketing and private placement of limited partner interests in the Partnership (including, without limitation, the Confidential Offering Memorandum, this Agreement and the related subscription booklet), and any information or matter related to any Investment (other than disclosure to such Investor’s employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “ Authorized Representative ”)); provided that such Investor and its Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is publicly known at the time of proposed disclosure by such Investor or Authorized Representative, (ii) the information otherwise is or becomes legally known to such Investor other than through disclosure by the Partnership, the General Partner, the Manager, Greenhill or any of their respective Affiliates, (iii) such disclosure, in a written opinion of legal counsel (including internal counsel) reasonably acceptable to the General Partner, is required by law or regulation, (iv) such disclosure is required to be made to any regulatory authority or self-regulatory organization having jurisdiction over such Investor, (v) such disclosure is made to the immediate parent company of such Investor which parent company has agreed to be bound by the obligations set forth in this Section 2.09(a) in an agreement naming the General Partner as a third-party beneficiary of such agreement which may not be amended without the consent of the General Partner, (vi) such disclosure is required in connection with the enforcement of any legal rights under this Agreement, or (vii) such disclosure is approved in advance by the General Partner. Prior to any disclosure to any Authorized Representative, each Investor shall advise such Authorized Representative of the obligations set forth in this Section 2.09(a) and obtain the agreement of such Person to be bound by the terms of such obligations.

      (b) The General Partner may, to the maximum extent permitted by applicable law, keep confidential from any Investor any information (including information requested by such Investor pursuant to Section 2.07, but excluding any information required to be furnished in a Drawdown Notice pursuant to Section 5.02(b) or 5.02(c) and excluding any information required to be furnished

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pursuant to Section 8.01) the disclosure of which (i) the Partnership, the General Partner, the Manager, Greenhill or any of their respective Affiliates is required by law, agreement, or otherwise to keep confidential, or (ii) the General Partner reasonably believes may have an adverse effect on (A) the ability to entertain, negotiate or consummate any proposed Investment or any transaction directly or indirectly related to, or giving rise to, such Investment, (B) the Partnership, any Partnership Investment Vehicle, any Parallel Investment Vehicle, any Parallel Investor or any Related Fund or (C) any Portfolio Company with respect to any Investment or proposed Investment. Without limiting the effect of the foregoing, the General Partner may, to the maximum extent permitted by applicable law and until such time as the General Partner may determine in its sole and absolute discretion, exclude valuations of one or more Investments or Portfolio Companies or other information relating to the Portfolio Companies from any report, statement or other document referred to in Section 8.01 delivered to any Investor that (i) is subject to any “freedom of information”, “sunshine” or other law, rule or regulation that imposes upon such Investor an obligation to make certain information available to the public, (ii) has committed a Default, or (iii) has breached or threatened to breach any obligations under this Agreement, including but not limited to the confidentiality obligations of this Section 2.09. It is understood that the General Partner may elect to exercise its right to withhold information pursuant to this Section 2.09(b) on an Investor by Investor basis.

      (c) With respect to each Investor that is subject to, or believes that it is subject to, any “freedom of information,” “sunshine” or other law, rule or regulation that imposes upon such Investor an obligation to make certain information available to the public, the Partnership hereby requests confidential treatment, to the maximum extent permitted under such law, rule or regulation, of all information described as confidential in this Section 2.09. An Investor shall not release any such information pursuant to any such law, rule or regulation without, to the maximum extent permitted by applicable law, first giving the General Partner at least 30 days notice and providing the General Partner with its reasonable cooperation in contesting, eliminating or otherwise mitigating the obligation to make such release.

      (d) Notwithstanding any other provision of this Agreement, any Partner (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Partnership and the Partnership’s investments and all materials of any kind (including opinions or other tax analyses) that are provided to such Partner relating to such tax treatment or tax structure; provided that the foregoing does not constitute an authorization to disclose information identifying the Partnership, the Partners or any parties to transactions engaged in by the Partnership or (except to the extent relating to such tax structure or tax treatment) any nonpublic commercial or financial information.

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      Section 2.10 . Annual Meeting. (a) The General Partner shall call a meeting of the Limited Partners at least once annually by giving notice of such meeting to each Limited Partner not less than 30 nor more than 60 days prior to such meeting. Such notice shall specify the time and place of such meeting and the number of Authorized Representatives of a Limited Partner who may attend.

      (b) Any Limited Partner not in attendance at a meeting of the Limited Partners shall be entitled to receive, upon request to the General Partner, a copy of any printed materials distributed to Limited Partners in attendance at such meeting.

      Section 2.11 . LP Advisory Committee. (a) The General Partner may, but shall not be obligated to, form an advisory committee of representatives of Limited Partners and limited partners of the Related Funds (the “ LP Advisory Committee ”) and select on an annual basis three or more Limited Partners or limited partners of the Related Funds that will appoint their representatives to serve as members of the LP Advisory Committee for one-year terms. Neither the General Partner nor any of its Affiliates shall be a member of the LP Advisory Committee at any time.

      If such committee is formed, the LP Advisory Committee will consult with and advise the General Partner on such matters relating to the business of the Partnership or this Agreement as the General Partner may determine from time to time or any member of the LP Advisory Committee may reasonably propose to the General Partner; provided that, except with respect to the actions referred to in Section 2.11(b) below, any actions taken by the LP Advisory Committee shall be advisory only and the General Partner shall not be required or otherwise bound to act in accordance with any such actions.

      (b) Each Limited Partner agrees that, except as otherwise specifically provided herein and to the extent permitted by applicable law, in connection with any approval sought of the LP Advisory Committee at any time during the term of the Partnership (including without limitation the approval or disapproval of any potential conflicts of interest in any transaction or relationship between the Partnership and the General Partner, Greenhill or any of their respective Affiliates (including any approval in connection with any Investment (other than a Follow-On Investment) by the Partnership in, any acquisition of any Investment from, or any Disposition of any Investment to, the General Partner, Greenhill or such Affiliate and any approval in connection with any approval sought under the Advisers Act, including Section 206(3) thereunder)), the approval of a majority of the members of the LP Advisory Committee shall be binding upon the Partnership and each Partner.

      (c) Any member of the LP Advisory Committee (i) may resign by giving the General Partner at least 30 days’ prior written notice and (ii) shall be

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deemed removed if the Limited Partner such member represents becomes a Defaulting Investor.

      (d) Notwithstanding anything contained in this Section 2.11, (i) the LP Advisory Committee shall not possess or exercise any power that, if possessed or exercised by a Limited Partner, would constitute participation in the control or conduct of the business of the Partnership (within the meaning of the Delaware Act) and (ii) each Limited Partner with a representative serving on the LP Advisory Committee and such representative shall each be an Indemnified Person for purposes of Article 9. The Partnership will reimburse each member of the LP Advisory Committee for reasonable out-of-pocket expenses incurred by such member in connection with attendance by such member at meetings of the LP Advisory Committee.

      (e) Notwithstanding anything to the contrary contained in this Agreement, in no event shall a member of the LP Advisory Committee be considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties, or otherwise.

      Section 2.12 . Reliance by Third Parties. Persons dealing with the Partnership are entitled to rely conclusively upon the power and authority of the General Partner and the Manager as set forth in this Agreement and the Management Agreement.

      Section 2.13 . Transaction Fees. (a) The Partners agree that, in connection with any Investment or proposed Investment, (i) any Transaction Fees or any other fees that are received by the General Partner, the Manager, Greenhill or any of their respective employees or Affiliates shall be retained by the General Partner, the Manager, Greenhill or such employee or Affiliate, as the case may be, and (ii) any cash Transaction Fees received by the Partnership shall be allocated and distributed to the General Partner pursuant to Section 6.03.

      (b) If the General Partner, the Manager, Greenhill or any of their respective employees or Affiliates or the Partnership receives any Transaction Fees, 80% of the Partnership’s proportionate share of the amount of any such Transaction Fees shall be credited ratably to reduce the Management Fees payable by the Limited Partners for the semi-annual period immediately following the semi-annual period in which such Transaction Fees were received; provided that (i) in lieu of such Management Fee offset, the General Partner or the Manager may, with respect to any non-cash Transaction Fees, cause to be delivered to the Partnership its proportionate share of 80% of the assets or property constituting such Transaction Fees (and such assets will be allocated to the Limited Partners in accordance with their respective Capital Commitments) and (ii) if Management Fees would not be sufficient to offset Transaction Fees as provided above, the General Partner will offer an alternative method of compensation to the Limited

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Partners. If, after giving effect to the reductions in the immediately preceding sentence, any portion of any such fees remain, such remaining amount shall be applied to reduce such Management Fee for subsequent semi-annual periods. If any Limited Partner’s obligation to pay Management Fees is being reduced pursuant to this Section 2.13(b), the General Partner shall advise such Limited Partner to such effect in the notice delivered by the General Partner to such Limited Partner pursuant to Section 2.04(c). The General Partner, the Manager, Greenhill and their respective Affiliates will be entitled to retain 20% of the amount of any such Transaction Fees without offset.

      (c) Neither the Partnership nor the Investors shall be entitled to share directly or indirectly in any compensation received by the General Partner, Greenhill or any of their respective employees or Affiliates from any Person, other than as provided in Section 2.13(b).

      Section 2.14 . Temporary Investment of Funds. Subject to a determination by the General Partner in its discretion as to the amount of cash required in connection with the conduct of the Partnership’s business, the General Partner shall invest all cash held by the Partnership in the following interest bearing instruments or accounts (“ Temporary Investments ”): (i) debt instruments issued or guaranteed by the United States or its agencies or instrumentalities, (ii) commercial paper rated “ A-1 ” by Standard & Poor’s Rating Group or “ P-1 ” by Moody’s Investors Services, Inc., (iii) interest-bearing deposits in commercial banks, savings and loan associations, brokerage firms or other financial institutions with a total capital and surplus of at least $250 million, (iv) bankers’ acceptances or overnight time deposits (whether or not insured), (v) money market funds with assets of at least $100 million, (vi) similar quality short-term investments selected by the General Partner or (vii) repurchase agreements covering any of the foregoing investments. Cash held by the Partnership includes all amounts being held by the Partnership for future investment in Partnership Investments, payment of Partnership Expenses or distribution to the Partners.

      Section 2.15 . Certain FCC Matters. (a) In addition to and not in derogation of other limitations in this Agreement on the powers and activities of the Limited Partners, at any time when the Partnership has an “ attributable ownership interest ” within the meaning of the rules and regulations of the Federal Communications Commission (the “ FCC ”), no Limited Partner (and if such Limited Partner is not an individual, no officer, director, partner or equivalent non-corporate official of such Limited Partner) shall:

      (i) act as an employee of the Partnership if such Limited Partner’s functions directly or indirectly relate to any media-related activities of the Partnership or any Portfolio Company;

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      (ii) serve, in any material capacity, as an independent contractor or agent with respect to any media-related activities of the Partnership or any Portfolio Company;

      (iii) communicate with the General Partner on matters pertaining to the day-to-day media-related activities of the Partnership or any Portfolio Company;

      (iv) perform any services for the Partnership materially relating to media-related activities of the Partnership;

      (v) subject to Section 10.02, vote to admit any additional or replacement General Partner to the Partnership unless such additional or replacement General Partner has been approved by each General Partner then existing;

      (vi) vote on the removal of a General Partner, unless the General Partner is subject to bankruptcy proceedings, is adjudicated incompetent by a court of competent jurisdiction or is found by a neutral arbiter to have engaged in malfeasance, criminal conduct or wanton or willful neglect; or

      (vii) become actively involved in the management or operation of any media-related activities of the Partnership or any Portfolio Company.

      (b) The General Partner may amend this Section 2.15 at any time without the approval of any Limited Partner to reflect changes in the rules and regulations of the FCC with respect to the insulation of limited partners of a partnership under the rules and regulations of the FCC with respect to “ attributable ownership interests. ”

      (c) If the Partnership makes any Investment in any entity licensed or regulated by the FCC (an “ FCC Regulated Entity ”), the General Partner shall obtain an opinion of counsel on the closing date of such Investment substantially to the effect that under the rules, regulations and policies of the FCC, such FCC Regulated Entity will not be attributed to such Limited Partner by virtue of its status as a Limited Partner.

ARTICLE 3
I NVESTMENTS

      Section 3.01 . Partnership Investments Generally. (a) The assets of the Partnership shall, to the extent not required for the payment of Partnership

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Expenses or otherwise necessary for the conduct of the Partnership’s business (as determined by the General Partner in its discretion), and subject to Sections 2.14, 3.02 and Article 6, be invested in such Partnership Investments and Temporary Investments as the General Partner shall determine in accordance with the terms of this Agreement.

      (b) The Limited Partners hereby consent to the Partnership’s initial Investment in up to $50,000,000 of common stock of Global Signal Inc. (the “ Initial Investment ”). The Partners hereby agree that, other than the Initial Investment, the Partnership will not make any Investments prior to the termination of the commitment period for Greenhill Capital Partners, L.P.

      Section 3.02 . Investment Limitations. (a) Neither the Partnership nor, if applicable, any Parallel Investor shall make an Investment at any time in any Person or group of Affiliated Persons to the extent that, after giving effect to such Investment, (i) more than 25% of the Overall Capital at such time would be invested by the Partnership, the Related Funds and the Parallel Investors, collectively, in such Investment and in all other Investments outstanding at such time made in such Person or group, excluding any related Interim Financing or (ii) more than 35% of the Overall Capital at such time would be invested by the Partnership, the Related Funds and the Parallel Investors, collectively, in such Investment and in all other Investments outstanding at such time made in such Person or group, including any related Interim Financing.

      (b) At any time, no more than 20% of the Overall Capital at such time shall be invested by the Partnership, the Related Funds and any Parallel Investors, collectively, in Interim Financings outstanding at such time.

      (c) At any time no more than 25% of Overall Capital at such time shall be invested by the Partnership, the Related Funds and the Parallel Investors, collectively, in Portfolio Companies primarily engaged in business outside of North America.

      (d) If all or any portion of any Investment is subject to any Disposition, any determination pursuant to Section 3.02(a) or 3.02(b) made after the date of such Disposition shall be calculated after giving effect to such Disposition.

      Section 3.03 . Structuring of Investments Generally; Certain Rules Governing Investments. (a) General Rule for Structuring Investments . Any investment opportunity covered by this Agreement may involve investing in one or more classes or series of securities of a Portfolio Company. Except as expressly provided otherwise in this Agreement, any Investment under this Agreement in one class or series of securities of a Portfolio Company pursuant to any investment opportunity shall be made by the Partnership directly or through a single Partnership Investment Vehicle (and may be restructured at any time

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through a Partnership Investment Vehicle), and all Partners shall participate in such Investment on the same terms and shall make Capital Contributions in respect of such Investment in accordance with Section 5.02.

      (b) Exceptions to the General Rule for Structuring Investments . Notwithstanding Section 3.03(a), but only to the extent necessary or desirable to address accounting, tax or regulatory considerations applicable to, or arising in connection with, any Investment,

      (i) the General Partner may, in its discretion, structure such Investment in one class or series of securities of a Portfolio Company pursuant to a single investment opportunity:

     (A) in part as a Partnership Investment, and

      (B) subject to Section 3.03(d) and in accordance with and subject to the provisions of Article 7, in part as a Parallel Investment by structuring the investment to be made by the General Partner and/or any Investor (other than any ERISA Partner), individually or together with other Parallel Investors, as an investment outside the Partnership (directly by such Investor and/or indirectly by the General Partner and such Investor through one or more Parallel Investment Vehicles); and

      (ii) if such Investment is structured in whole or in part as a Partnership Investment, such Partnership Investment may be made in whole or in any part as an investment directly by the Partnership and/or through one or more Partnership Investment Vehicles (and may be restructured at any time through one or more Partnership Investment Vehicles). With respect to any Investment made through a Partnership Investment Vehicle, the General Partner may, in its discretion, structure such Investment so that the General Partner is entitled to receive its Carried Interest, if any, arising from such Investment as a distribution from such Partnership Investment Vehicle (instead of as a distribution from the Partnership). In such event, such distribution shall be made in accordance with provisions applicable to such Partnership Investment Vehicle that are substantially identical to those contained in Article 6 (including Section 6.02), which provisions shall apply in lieu of Section 6.02 of this Agreement.

      If investments in such class or series pursuant to such investment opportunity are made pursuant to the foregoing provisions of this Section 3.03(b) as separate Investment Portions, each Investment Portion shall be funded by Capital Contributions made by, and gains, losses, certain Investment Expenses and other items with respect to such Investment Portion shall be distributed and

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allocated to, the Participating Investors in such Investment Portion in accordance with the provisions of this Agreement. The Investors acknowledge and agree that (x) the General Partner shall make all determinations with respect to structuring Investments pursuant to the foregoing provisions of this Section 3.03(b) in its discretion, (y) the General Partner shall in no event be obligated to structure any Investment in order to address or give effect to the individual objectives or considerations of any Investor or group of Investors, and (z) the General Partner shall have no liability to the Partnership or any Investor arising from any such determination or from structuring any Investment in any particular manner except for any liability resulting from the General Partner’s gross negligence or willful misconduct; provided that the General Partner shall have no liability to any Investor arising solely from its determination to structure an Investment pursuant to Section 3.03(a) rather than pursuant to this Section 3.03(b).

      (c) Investment Size of Each Investor in Different Investment Portions . With respect to each class or series of securities of a Portfolio Company in which an Investment is made pursuant to Section 3.03(b),

      (i) it is understood that each Investor shall be required to make a Capital Contribution in respect of such Investment in such class or series in an amount determined in accordance with Section 5.02;

      (ii) if such Investment in such class or series is structured to consist of separate Investment Portions and the General Partner causes different groups of Investors to be Participating Investors in different Investment Portions, (A) no Investor shall be a Participating Investor in more than one Investment Portion with respect to the same Investment, and (B) any Investor that makes an aggregate Capital Contribution in accordance with clause (i) of this Section 3.03(c) with respect to one Investment Portion shall be deemed to have an Available Capital Commitment equal to zero for purposes of all other Investment Portions (if any) comprising such Investment; and

      (iii) the General Partner shall be permitted (but shall not be required) to make Capital Contributions in respect of one or more Investment Portions with respect to such Investment; provided that if the General Partner makes an aggregate Capital Contribution in accordance with clause (i) of this Section 3.03(c) with respect to such Investment Portion or Investment Portions, the General Partner shall be deemed to have an Available Capital Commitment equal to zero for purposes of all other Investment Portions (if any) comprising such Investment.

      (d) Structuring of Parallel Investments . Notwithstanding any provision in this Agreement to the contrary:

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      (i) no Investment shall be structured in any part as a Parallel Investment pursuant to Section 3.03(b) at any time if (A) the structuring or making of such Parallel Investment would have a material adverse effect at such time on any Limited Partner (including the loss of limited liability) or on any Limited Partner’s interest in the applicable Investment and (B) such effect would be avoided at such time were the applicable Investment to consist entirely of a Partnership Investment;

      (ii) no ERISA Partner shall be permitted or required to make a Capital Contribution in respect of, or to participate in, any Parallel Investment;

      (iii) no Investor shall be permitted or required to make a Capital Contribution in respect of, or to participate in, any Parallel Investment if participation by such Investor in such Parallel Investment would result in a violation of law by such Investor;

      (iv) in connection with a single investment opportunity, no Investor shall be permitted or required to make a Capital Contribution with respect to, or to participate in, both a Partnership Investment and a Parallel Investment in respect of the same class or series of securities of a Portfolio Company ( provided that the General Partner shall be permitted (but shall not be required) to make a Capital Contribution with respect to, and to participate in, both a Partnership Investment and a Parallel Investment with respect to the same Investment); and

      (v) no Investor shall be permitted or required to make a Capital Contribution with respect to, or to participate in, any proposed Parallel Investment pursuant to a single investment opportunity unless a Partnership Investment also has been, or concurrently will be, made pursuant to such investment opportunity in securities of the same class or series as those comprising such proposed Parallel Investment.

      (e) Certain Rules Regarding Investments and Investment Portions. For purposes of this Agreement:

      (i) whenever an Investment is structured as described in Section 3.03(b), each of the following components of such Investment shall constitute a separate “ Investment Portion ”:

     (A) a direct investment by the Partnership;

      (B) each investment by the Partnership through a separate Partnership Investment Vehicle;

     (C) each direct investment by a Parallel Investor; and

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      (D) each investment (by one or more Parallel Investors) through a separate Parallel Investment Vehicle;

      (ii) all securities of a Portfolio Company of the same class or series that are acquired at the same price pursuant to a single investment opportunity under this Agreement shall be treated as a single “ Investment, ” regardless of whether such securities are acquired (A) in a single transaction or a series of related transactions, (B) in part as a Partnership Investment and in part as a Parallel Investment, or (C) through one or more Investment Portions ( provided that (x) the securities issued upon exercise, exchange or conversion of any Convertible Securities shall constitute the same Investment as the Investment in such Convertible Securities and (y) a Follow-On Investment shall be treated as a separate Investment from the Investment (the “ Original Investment ”) to which such Follow-On Investment relates);

      (iii) all securities of a Portfolio Company of the same class or series acquired at the same price pursuant to a single investment opportunity (A) if acquired by the Partnership (directly and/or indirectly through one or more Partnership Investment Vehicles), shall be treated as a single Partnership Investment, and (B) if acquired by one or more Parallel Investors (directly or indirectly through one or more Parallel Investment Vehicles), shall be treated as a single Parallel Investment of such Participating Parallel Investors;

      (iv) different classes or series of securities of a Portfolio Company, regardless of whether such securities are acquired pursuant to a single investment opportunity, (A) if acquired by the Partnership, shall be treated as separate Partnership Investments, and (B) if acquired by one or more Parallel Investors, shall be treated as separate Parallel Investments.

      Section 3.04 . Investment Committee. The Limited Partners (including, if applicable, as Parallel Investors) acknowledge, approve and agree that (i) the General Partner may delegate the authority to approve all Investments and/or all dispositions thereof to a committee (the “ Investment Committee ”) which is comprised of officers or employees of the General Partner, Greenhill or their respective Affiliates, which officers or employees shall be selected by the General Partner in its sole discretion and (ii) any such approval of an Investment or disposition thereof by such committee shall be conclusive and no further action or determination by the General Partner shall be required with respect to such approval. The General Partner may, in its discretion, at any time change the composition of or the number of persons serving on such committee and any appointments made by the General Partner shall be conclusive upon the Partnership and all of the Limited Partners (including as Parallel Investors). Notwithstanding anything to the contrary contained in this Agreement, in no event

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shall a member of any such committee be considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties, or otherwise. The initial Investment Committee shall be comprised of Robert H. Niehaus, Robert F. Greenhill, Scott L. Bok, Simon A. Borrows and V. Frank Pottow.

      Section 3.05 . Restriction on Activities by Greenhill Entities; Obligation to Offer. (a) Until the termination of the Commitment Period, Greenhill, the General Partner and their respective Affiliates may not participate in the management of any new limited partnership (or other pooled investment vehicle or entity) which has investment objectives that are substantially the same as the objectives of the Partnership (a “ Competing Fund ”); provided that this Section 3.05(a) shall not apply to (i) any Related Fund, including those organized after the first Closing Date or (ii) the Barrow Street Fund (or related or successor funds).

      (b) Until the termination of the Commitment Period, Greenhill, the General Partner and their respective Affiliates will offer to the Partnership and the Related Funds the exclusive opportunity to invest in Private Equity Securities in the United States and Canada that are made available to Greenhill, the General Partner or any such Affiliate for investment as principal for its own account and that fit the investment criteria of the Partnership; provided that this Section 3.05(b) shall not apply to (i) any investment or acquisition made by Greenhill, the General Partner or any of their respective Affiliates for strategic purposes or otherwise in connection with or incidental to the operating business of any such Person; (ii) any investment related to any existing investment of Greenhill, the General Partner or one of their respective Affiliates; (iii) any investment received by Greenhill, the General Partner or one of their respective Affiliates as compensation for investment banking or advisory services; (iv) any investment made in real estate or real estate related companies, any investment by the Barrow Street Fund (or related or successor funds) or other funds having the investment objective of investing primarily in real estate or real estate related companies; and (v) any investment of $3 million or less (determined in the aggregate for Greenhill, the General Partner and their respective Affiliates). Greenhill, the General Partner or any of their respective Affiliates may make any investment that the General Partner elects not to make on behalf of the Partnership and the General Partner will disclose any such investment at the next succeeding meeting of the LP Advisory Committee if such committee has been established pursuant to Section 2.11.

      Section 3.06 . Related Funds. (a) The Limited Partners acknowledge and agree that the General Partner may establish an investment vehicle or vehicles to co-invest with the Partnership in investment opportunities on a side-by-side basis (each, a “ Related Fund ”). Following the formation of a Related Fund, the General Partner may permit any Limited Partner to withdraw from the Partnership

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in connection with the admission of such Person as a limited partner with an equivalent capital commitment in the Related Fund.

      (b) In connection with each investment opportunity pursuant to which any Investment is made under this Agreement at any time, each Related Fund shall, to the extent such Related Fund has funds available for investment, co-invest with the Partnership with respect to each Investment made pursuant to such investment opportunity on terms substantially the same as those applicable to the corresponding Investment in such investment opportunity, except to the extent necessary to address regulatory or other legal considerations (it being understood that the terms applicable to the investors of such Related Fund may differ from the terms applicable to the Limited Partners, including whether such investors will be subject to a management fee or a carried interest). Each co-investment by a Related Fund in the securities of a Portfolio Company shall be made in the same class or series of securities as the Investment by the Partnership in an amount that is in the same proportion to the aggregate Investment by the Partnership as the proportion that the aggregate capital commitments of such Related Fund bears to the aggregate Capital Commitments of all the Partners, except, in either case, to the extent necessary to address regulatory or other legal considerations.

      (c) A Related Fund shall not at any time sell, exchange, transfer or otherwise dispose of any securities that were acquired as a co-investment with the Partnership in the same investment opportunity as contemplated by Section 3.06(b) unless (i) the Partnership also sells, exchanges, transfers or otherwise disposes of, at substantially the same time, securities that were acquired by the Partnership in such investment opportunity (it being understood that the Disposition of securities comprising all or part of an Investment shall be effected in accordance with Section 3.08), and the aggregate amount of such securities sold, exchanged, transferred or otherwise disposed of by the Partnership (and Parallel Investors, if any) and such Related Fund is pro rata in proportion to the aggregate amount respectively invested by the Partnership (and Parallel Investors, if any) and such Related Fund in such securities, and (ii) on terms that, except to the extent necessary to address regulatory or other legal considerations, are substantially the same as those applicable to such sale, exchange, transfer or other disposition by the Partnership at such time (it being understood that in connection with any sale or other disposition of securities for cash by the Partnership, such Related Fund shall be permitted to sell or otherwise dispose of securities for cash and/or distribute securities in kind).

      Section 3.07 . Additional Investment Situations. If, in connection with an investment opportunity in respect of Private Equity Securities of a Portfolio Company, the Partnership (and the Parallel Investors, if any) and each Related Fund commit to invest in an amount of such Private Equity Securities, and the amount of Private Equity Securities offered to all such Persons with respect to such investment opportunity (which amount, in the case of the Partnership and the

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Parallel Investors (if any), shall be determined, for purposes of this Section 3.07, without reference to Section 3.02) exceeds the amount so committed to be invested, the General Partner may, in its discretion, present to any other Person or Persons (who may include any Partner, in which case any investment by such Partner pursuant to this Section 3.07 shall be in addition to its Capital Contributions, if any, required under this Agreement) the opportunity to make an investment outside the Partnership (which shall not constitute an Investment under this Agreement) in all or any portion of the amount of such Private Equity Securities remaining after taking into account the Investment, if any, by the Partnership and Parallel Investors, if any, and the investments, if any, by the Related Funds. Any such investment by any other Person shall be in an amount of securities and on terms determined by the General Partner in its discretion and accepted by such Person desiring to make such investment.

      Any amount invested by any Investor pursuant to this Section 3.07 shall in no way affect the Available Capital Commitment of such Investor and any amount so invested shall not constitute a Capital Contribution for purposes of this Agreement.

      Section 3.08 . General Principles on the Disposition of Investments. (a) Disposition of Securities Attributable to a Single Investment . Upon the Disposition of any single class or series of securities, where such securities are attributable to a single Investment (as determined pursuant to Section 3.03(e)(ii)) and such securities were acquired in a series of related transactions, the General Partner shall select the securities for such Disposition pro rata from each such transaction in proportion to the amount of Invested Capital at such time with respect to each such transaction. If any single Investment is structured as more than one Investment Portion, the General Partner shall select securities for Disposition from each such Investment Portion, pro rata in proportion to the aggregate amount of Invested Capital at such time in each such Investment Portion, and if the securities comprising such Investment were acquired in a series of related transactions, within each Investment Portion the General Partner shall select the securities for such Disposition pro rata from each such transaction in proportion to the amount of Invested Capital in such Investment Portion at such time with respect to each such transaction.

      (b) Disposition of Securities Attributable to More than One Investment . Upon the Disposition of any single class or series of securities at any time, where such securities are attributable to more than one Investment, the General Partner shall select the securities subject to such Disposition pro rata from each such Investment, in proportion to the aggregate amount of Invested Capital at such time in each such Investment. Within each such Investment, the General Partner shall select the securities subject to such Disposition in accordance with Section 3.08(a).

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      (c) Actions by the General Partner . The General Partner shall take all actions necessary or desirable, as determined by the General Partner in its discretion, in order to give effect for U.S. federal income tax purposes to the attribution of any cash or other property to particular shares (or principal amount) of securities as contemplated by this Section 3.08, including giving instructions to and receiving confirmations from appropriate Persons evidencing such attribution.

      Section 3.09 . Non-U.S. Currency Considerations. (a) At the time any cash is received in a currency other than U.S. dollars for payment (as distributions or otherwise) to the Investors in connection with any Investment,

      (i) subject to clause (ii) below, if such cash is to be paid to Investors (as a distribution or otherwise) in U.S. dollars, the General Partner shall effect the conversion of such cash into U.S. dollars, at the applicable exchange rate then in effect, as soon as practicable after such cash is received; and

      (ii) if, pursuant to the last sentence of Section 6.05(a), such cash is to be paid to Investors in the currency in which it is received, the General Partner shall determine the U.S. dollar equivalent of such cash, based upon the applicable exchange rate in effect on the date such cash is received, for purposes of Article 6.

      (b) Currency translations in connection with the valuation of non-cash property that is to be distributed in kind shall be made in the manner set forth in Section 6.05(b) for purposes of Article 6.

ARTICLE 4
E XPENSES

      Section 4.01 . Definition and Payment of General Partner Expenses. As between the General Partner and the Partnership, the General Partner shall be solely responsible for and shall pay all General Partner Expenses. As used herein, the term “ General Partner Expenses ” means (i) all compensation and employee benefit expenses of employees of the General Partner and the Manager and related overhead (including rent, utilities and other similar items) resulting from the activities of such employees on behalf of the Partnership or in connection with this Agreement, (ii) all Organizational Expenses in excess of Partnership Organizational Expenses and (iii) all Placement Fees.

      Section 4.02 . Definition and Payment of Partnership Expenses. (a) The Partnership shall be responsible for and shall pay all Partnership Expenses. As used herein, the term “ Partnership Expenses ” means all expenses or obligations of the Partnership or otherwise incurred by the General Partner or the Manager in

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connection with this Agreement (other than General Partner Expenses, any Parallel Investment Expenses and the obligation of the Partnership to pay the purchase price for any Partnership Investment), including:

     (i) all Partnership Organizational Expenses;

      (ii) all expenses directly attributable to any Partnership Investment or proposed Partnership Investment that is ultimately not made by the Partnership, including all unreimbursed travel and other out-of-pocket expenses incurred in connection with the identifying, investigating, structuring, making, holding, refinancing, pledging, sale or other disposition or proposed refinancing, pledging, sale or other disposition of all or any portion of such Partnership Investment, any Partnership Investment Vehicle Expenses with respect to such Partnership Investment, and any Indemnification Obligation arising with respect to such Partnership Investment (collectively, “ Partnership Investment Expenses ”); and

      (iii) all other expenses of the Partnership incurred in connection with the ongoing operation and administration of the Partnership that are not reimbursed by a Portfolio Company (collectively, “ Partnership Administrative Expenses ”), including (A) the maintenance of the Partnership’s books and records, (B) the preparation and delivery to the Limited Partners of checks, financial reports, and other information pursuant to this Agreement, (C) the holding of annual meetings of the Partnership, (D) expenses incurred in connection with the dissolution and liquidation of the Partnership, (E) any Indemnification Obligation arising other than with respect to any Investment, (F) the Management Fee, (G) the Borrowing Costs and (H) out-of-pocket expenses incurred by the LP Advisory Committee, if any.

      (b) The parties agree that all of the following (to the extent not constituting General Partner Expenses) constitute Partnership Expenses, and are some, but not necessarily all, of the types of expenses that may constitute Partnership Investment Expenses, Partnership Administrative Expenses or Partnership Organizational Expenses, depending upon the context in which such expenses are incurred:

      (i) expenses incurred in connection with obtaining legal, tax, and accounting advice and the advice of other consultants and experts on behalf of the Partnership;

      (ii) expenses incurred in connection with the registration, qualification, or exemption of the Partnership under any applicable laws;

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      (iii) out-of-pocket expenses incurred in connection with the collection of amounts due to the Partnership from any Person;

      (iv) expenses incurred in connection with the preparation of amendments to this Agreement;

      (v) any taxes imposed on the Partnership, including any taxes imposed on the Partnership or the General Partner in the capacity of withholding agent with respect to a Limited Partner (and any interest, penalties or expenses relating to any such taxes), and any expenses incurred in connection with tax proceedings that are characterized as Partnership Expenses pursuant to Section 2.08;

      (vi) expenses incurred in connection with any Proceeding involving the Partnership (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; provided that (A) any such expenses which, if incurred by any Indemnified Person, would not be indemnifiable under Article 9, shall not constitute Partnership Expenses and (B) expenses incurred by an Indemnified Person in connection with any litigation brought by or on behalf of one or more Limited Partners having at least 20% of the Overall Capital shall not constitute Partnership Expenses and such Indemnified Person shall not be entitled to be indemnified for such expenses pursuant to Article 9 until such litigation is resolved, in which event such expenses shall become Partnership Expenses and such Indemnified Person shall be indemnified as (but only to the extent) provided in Article 9; and

      (vii) any Indemnification Obligation and any other indemnity, contribution, or reimbursement obligations of the Partnership with respect to any Person, whether payable in connection with a Proceeding involving the Partnership or otherwise.

      Section 4.03 . Responsibility for Partnership Expenses Among the Partners. The Partners agree that, as among the Partners, responsibility for Partnership Expenses shall be determined as set forth in this Section 4.03 and shall be paid out of the funds set forth in Section 4.04 at such time after such Partnership Expenses arise as the General Partner determines in its discretion:

      (a) General Rule for Funding of Partnership Expenses . Except as set forth in Section 4.03(b), any Partnership Expense shall be funded by the Partners pro rata in accordance with their respective Partnership Commitment Percentages.

      (b) Exceptions to the General Rule for Funding of Partnership Expenses . Notwithstanding Section 4.03(a):

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      (i) subject to clauses (ii) and (vi) below, any Partnership Investment Expenses directly attributable to any Partnership Investment shall be funded by only those Partners who are Participating Partners with respect to such Partnership Investment (but not by any other Partner), pro rata in accordance with their respective Partnership Investment Percentages with respect to such Partnership Investment; provided that any Indemnification Obligation directly attributable to any Investment shall be funded by those Investors who are Participating Investors (including, if applicable, as Parallel Investors) with respect to the applicable Investment (but not by any other Investor), pro rata in accordance with their respective Investment Percentages with respect to such Investment;

      (ii) subject to clause (vi) below, with respect to a Partnership Investment for which any Partnership Investment Vehicle is formed, the Partnership Investment Vehicle Expenses attributable to such Partnership Investment Vehicle shall be funded by only those Participating Investors who participated in such Partnership Investment through such Partnership Investment Vehicle (calculated on the basis of such Participating Partners’ respective Investment Percentages without giving effect to the Invested Capital of any Participating Investor who did not participate through such Partnership Investment Vehicle);

      (iii) any Partnership Investment Expense with respect to any proposed Partnership Investment that is ultimately not made by the Partnership shall be funded by the Partners, pro rata in accordance with their respective Available Commitment Percentages;

      (iv) in the event that any Limited Partner initiates any Proceeding against the Partnership or the LP Advisory Committee and a judgment or order not subject to further appeal or discretionary review is rendered in respect of such Proceeding in favor of the Partnership or the LP Advisory Committee, as the case may be, such Limited Partner shall be solely liable for all costs and expenses of the Partnership or the LP Advisory Committee, as the case may be, attributable thereto;

      (v) the Partners’ respective shares of Partnership Expenses may be adjusted to reflect the share of Partnership Expenses of any New Commitment Partner pursuant to Section 1.07(e);

      (vi) the Management Fee shall be borne by the Partners in the manner set forth in Section 2.04(c); and

      (vii) the General Partner may determine that any Partnership Expense shall be funded by the Partners on a basis other than Partnership

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Commitment Percentages, Available Commitment Percentages, Partnership Investment Percentages or Investment Percentages, as the case may be, and/or by certain (but not all) Partners if the General Partner reasonably determines that such other basis is clearly more equitable.

     Section 4.04. Sources of Funds for Funding by the Partners of Partnership Expenses. The Partners acknowledge that Partnership Expenses shall be funded by or for the account of the Partners, to the extent provided in Section 4.03, through any one or more of the following sources of funds of the Partnership, determined by the General Partner in its discretion:

      (i) Capital Contributions by the Partners in accordance with Article 5 or Section 2.04(c);

      (ii) the withholding, pursuant to Section 6.05, of amounts (whether realized through the sale of Partnership assets or otherwise) distributable to the Partners;

      (iii) reserves set aside pursuant to Section 6.05; or

      (iv) amounts required to be contributed by the Limited Partners pursuant to Section 9.03 in the case of Partnership Expenses arising from any Indemnification Obligation.

      Section 4.05 . Non-Applicability of Article 4 to Parallel Investment Expenses. The provisions of Sections 4.03 and 4.04 shall not apply, and the provisions of Section 7.02 shall apply, with respect to any Parallel Investment Expenses.

ARTICLE 5
C APITAL C OMMITMENTS AND C APITAL C ONTRIBUTIONS

      Section 5.01 . Capital Commitments. (a) Each Partner hereby agrees:

      (i) to make Capital Contributions in respect of Temporary Cash Funds and Investments (other than Follow-On Investments) from time to time as hereinafter set forth in this Article 5; provided that the applicable Drawdown Notice with respect to any Capital Contribution by a Partner in respect of Temporary Cash Funds or an Investment (other than a Follow-On Investment) is delivered to such Partner prior to the termination of the Commitment Period (except that such Drawdown Notice may be delivered to such Partner after the termination of the Commitment Period if such Drawdown Notice relates (A) to an Investment (other than a Follow-On Investment) that the Partnership

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committed to make prior to the termination of the Commitment Period or (B) to an Investment in Convertible Securities in connection with the exercise, exchange or conversion of such Convertible Securities); and

      (ii) to make Capital Contributions in respect of Expenses and Follow-On Investments from time to time (whether before or after termination of the Commitment Period) as hereinafter set forth in this Article 5; provided that (A) the aggregate amount of Follow-On Investments made at any time after the termination of the Commitment Period shall not exceed the lesser of (x) 15% of the aggregate Capital Commitments of all the Partners at such time and (y) the aggregate Available Capital Commitments of the Investors and (B) any such Follow-On Investment must be made on or prior to the second anniversary of the termination of the Commitment Period.

      Notwithstanding anything contained in this Agreement (except as otherwise provided in Sections 5.04(f)(ii), 5.05 and 10.05), no Partner shall be required to make any Capital Contribution if, at the time such Capital Contribution is to be made, such Capital Contribution exceeds such Partner’s then Available Capital Commitment.

      (b) The General Partner may, in its discretion, terminate the Commitment Period at any time if:

      (i) at such time, at least 70% of the Overall Capital has theretofore been drawn down for Investments or expenses (or committed for such purposes) at such time; or

      (ii) the General Partner determines in its discretion that any applicable law or regulation makes it necessary to terminate the Commitment Period.

      (c) The Capital Commitment of the General Partner at any time shall not be less than 1% of the Capital Commitments of all the Partners at such time. The capital commitments of the General Partner and its Affiliates in the Partnership and the Related Funds at the end of the Admission Period shall not be less than 10% of the Overall Capital at such time.

      (d) Notwithstanding anything else in this Agreement, on or shortly after the first Closing Date, each Partner shall pay to the Partnership, as its initial Capital Contribution, an amount as determined by the General Partner in its sole discretion (with at least three Business Days’ prior notice).

      (e) In the event of the incapacity of, or termination of employment with Greenhill (whether due to death, resignation or otherwise) of two or more members of the initial Investment Committee, then the Limited Partners and

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limited partners of the Related Funds may elect to terminate the Commitment Period at any time thereafter upon the affirmative vote of Limited Partners (other than Defaulting Investors and any limited partner who is a managing director, senior advisor, officer, employee or Affiliate of Greenhill or the General Partner) and limited partners of the Related Funds (other than defaulting partners and any limited partner who is a managing director, senior advisor, officer or employee of Greenhill or the General Partner or any Affiliate of such persons) having capital commitments representing in the aggregate at least 66 2/3% of the Overall Capital. The General Partner will promptly notify the Limited Partners of the incapacity of, or termination of employment with Greenhill of, any member of the Investment Committee.

      Section 5.02 . Drawdown Procedures. (a) Generally . Each Investor shall make Capital Contributions in such amounts and at such times as the General Partner shall specify in notices (“ Drawdown Notices ”) delivered from time to time to such Investor. All Partnership Capital Contributions shall be paid to the Partnership in immediately available funds in U.S. dollars by 11:00 A.M. (New York time) on the date specified in the applicable Drawdown Notice. All Parallel Capital Contributions shall be paid to the Person and the account and at the time specified in the applicable Drawdown Notice (it being understood that payment of Parallel Capital Contributions shall not constitute cash contributions to the Partnership and shall not be paid to any account of the Partnership). Partnership Capital Contributions may include amounts that the General Partner determines, in its discretion, are necessary or desirable for Temporary Cash Funds or to establish reserves in respect of Partnership Investments or Partnership Expenses. Parallel Capital Contributions may include amounts that the General Partner determines, in its discretion, are necessary or desirable to establish reserves in respect of Parallel Investments or Parallel Investment Expenses.

      The General Partner shall make Capital Contributions in such amounts as hereinafter set forth in this Article 5 and at the same times and in the same manner as the Investors who are required to make related Capital Contributions.

      (b) Regular Drawdowns .

      (i) Drawdown Notices . Except as otherwise provided in Section 5.02(c), each Drawdown Notice for a Drawdown shall specify, to the extent known at the time such Drawdown Notice is delivered:

      (A) the manner in which, and the expected date on which, such Drawdown is to be applied;

      (B) if all or any portion of such Drawdown is to be applied to make one or more Investments, with respect to each proposed Investment, (w) a general description of the business of

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the Person that is, directly or indirectly, the subject of such proposed Investment, (x) the Investment Drawdown Amount in respect of such Investment, (y) whether such proposed Investment is in equity securities or equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities, and (z) whether the Capital Contribution of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto;

      (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount;

      (D) the required Capital Contribution to be made by such Investor (which shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount;

      (E) the date (the “ Drawdown Date ”) on which such Capital Contribution is due, which will be at least 10 calendar days from and including the date of delivery of the Drawdown Notice; and

      (F) the Person and the account to which such Capital Contribution shall be paid.

      (ii) Amount of Required Capital Contribution in Respect of Investments .

      (A) Subject to Sections 3.03(c) and 5.04, with respect to each Investment covered by any Drawdown and with respect to any Temporary Cash Funds, the General Partner and each Invest