Amended and Restated Agreement of Limited Partnership of GCP Managing Partner II, L.P. dated as

Exhibit 99.3

THE LIMITED PARTNER INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL, STATE OR FOREIGN SECURITIES LAWS. IN ADDITION, TRANSFER OR OTHER DISPOSITION OF THE LIMITED PARTNER INTERESTS IS RESTRICTED AS PROVIDED IN THIS AGREEMENT.

[Form of]

Amended and Restated Agreement of Limited Partnership

of

GCP Managing Partner II, L.P.

dated as of

________________, 2005

 

TABLE OF CONTENTS
		Page
A RTICLE 1
G ENERAL P ROVISIONS
Section 1.01 .	Definitions	1
Section 1.02 .	Name of the Partnership	1
Section 1.03.	Continuation of the Partnership	1
Section 1.04 .	Purposes of the Partnership and Powers	1
Section 1.05 .	Office; Registered Agent	2
Section 1.06 .	Title to Partnership Property	2
Section 1.07 .	Filing of Certificates	2
Section 1.08 .	Admission of Limited Partners	3
Section 1.09 .	Subsequent Admission of Limited Partners	3
A RTICLE 2
G OVERNANCE ; M ANAGEMENT AND O PERATIONS OF THE P ARTNERSHIP
Section 2.01 .	Management of the Partnership	4
Section 2.02 .	Powers of the General Partner	4
Section 2.03 .	Investment Committee	6
Section 2.04 .	Transactions with Affiliates	7
Section 2.05 .	Other Activities	7
Section 2.06 .	Books and Records; Accounting Method; Fiscal Year	7
Section 2.07 .	Partnership for Tax Purposes; Partnership Tax Returns	8
Section 2.08 .	Confidentiality	9
Section 2.09 .	Investment of Funds	10
Section 2.10 .	Other Authority	10
A RTICLE 3
C ARRIED I NTEREST P OINTS ; C ERTAIN O THER M ATTERS
Section 3.01 .	General Provisions	11
Section 3.02 .	Assignment of Carried Interest Points	12
Section 3.03 .	Pro Rata Dilution	13
Section 3.04 .	No Right to Awards or Continued Employment	13
Section 3.05 .	Effect of Termination of Employment	13
Section 3.06 .	Other Provisions Relating to Special Limited Partners	16
Section 3.07 .	Effect of Change in Control	17
A RTICLE 4
E XPENSES
Section 4.01 .	Definition of Expenses	17

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Section 4.02 .	Responsibility for Partnership Expenses among the Partners	17
A RTICLE 5
C APITAL C ONTRIBUTIONS
Section 5.01 .	Capital Contributions	18
Section 5.02 .	Payment of Capital Contributions	18
A RTICLE 6
C APITAL A CCOUNTS ; A LLOCATIONS ; D ISTRIBUTIONS
Section 6.01 .	Principles of Distributions Attributable to Invested Capital	18
Section 6.02 .	Principles of Distributions Attributable to Carried Interest	19
Section 6.03 .	Other Provisions Relating to Distributions	20
Section 6.04 .	Capital Accounts; Adjustments to Capital Accounts	21
Section 6.05 .	Tax Allocations	22
Section 6.06 .	Foreign Currency Considerations	22
Section 6.07 .	Segregated Accounts; Netting of Carried Interest Shares;
	Distributions from Segregated Accounts	23
Section 6.08 .	Loans and Withdrawal of Amounts Allocated to Capital
	Accounts	24
Section 6.09 .	Repayment of Certain Distributions	25
A RTICLE 7
R EPORTS TO L IMITED P ARTNERS
Section 7.01 .	Reports	25
A RTICLE 8
E XCULPATION AND I NDEMNIFICATION
Section 8.01 .	Exculpation and Indemnification	25
A RTICLE 9
D URATION AND D ISSOLUTION OF THE P ARTNERSHIP
Section 9.01 .	Duration	28
Section 9.02 .	Dissolution	28
Section 9.03 .	Liquidation of Partnership	29
Section 9.04 .	Distribution upon Dissolution of the Partnership	29
Section 9.05 .	Resignation of Limited Partners	30
A RTICLE 10
T RANSFERABILITY OF A L IMITED P ARTNER ’ S I NTEREST
Section 10.01 .	Restrictions on Transfer of Limited Partner Interests	30

 

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Section 10.02 .	Expenses of Transfer; Indemnification	31
Section 10.03 .	Recognition of Transfer; Substituted Partners	31
Section 10.04 .	Information Reporting In Connection With Transfer	32
A RTICLE 11
T RANSFERABILITY OF G ENERAL P ARTNER ’ S I NTEREST
Section 11.01 .	Transferability of General Partner’s Interest	33
A RTICLE 12
M ISCELLANEOUS
Section 12.01 .	Entire Agreement; Amendments; Waivers; Termination	33
Section 12.02 .	Mergers and Consolidations	34
Section 12.03 .	Investment Representation	34
Section 12.04 .	Successors; Counterparts	34
Section 12.05 .	Governing Law; Severability	35
Section 12.06 .	Further Assurance	35
Section 12.07 .	Filings	35
Section 12.08 .	Power of Attorney	35
Section 12.09 .	No Bill for Partnership Accounting	36
Section 12.10 .	Goodwill	36
Section 12.11 .	Notices	36
Section 12.12 .	Arbitration	36
Section 12.13 .	Withholding	38
Section 12.14 .	Headings	38
A RTICLE 13
C LAWBACK O BLIGATIONS
Section 13.01 .	General Partner Clawback	38
Section 13.02 .	Guaranty	38
Appendix A	Definitions	A-1
Schedule I	Initial Allocation of Carried Interest Points	S-1
Schedule II	Form of Award of Carried Interest Points	S-2
Schedule III	Capital Commitments	S-3

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      AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
GCP MANAGING PARTNER II, L.P.
(a limited partnership formed under the laws of the State of Delaware)

AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF GCP Managing Partner II, L.P. dated as of March 31, 2005.

WITNESSETH:

      WHEREAS, Greenhill Capital Partners, LLC, a Delaware limited liability company, as General Partner, and Scott L. Bok, as initial Limited Partner, heretofore entered into an Agreement of Limited Partnership dated as of January 13, 2005 (the “ Original Agreement ”) and formed a limited partnership 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 ”); and

      WHEREAS, the parties hereto desire to continue the limited partnership and to amend and restate the Original 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 . Name of the Partnership. The name of the Partnership is GCP Managing Partner II, L.P. The business of the Partnership shall be conducted under such name or such other names (upon notice to all the Limited Partners) as the General Partner may from time to time determine.

      Section 1.03. Continuation of the Partnership . The General Partner and the Limited Partners hereby continue the Partnership as a limited partnership under and pursuant to the Delaware Act.

      Section 1.04 . Purposes of the Partnership and Powers. The Partnership is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing. Without limiting the generality of the foregoing, the purpose of the Partnership is

 

 

also to act as the general partner of Greenhill Capital Partners II, L.P., Greenhill Capital Partners (Cayman) II, L.P., Greenhill Capital Partners (Executives) II, L.P., Greenhill Capital Partners (Employees) II, L.P. and any other Related Funds (collectively, the “ Funds ”). In furtherance of its purposes, (a) the Partnership shall have and may exercise all of the powers now or hereafter conferred by Delaware law on limited partnerships formed under the Delaware Act, including without limitation, all of the powers that may be exercised on behalf of the Partnership by any of its Partners and (b) the Partnership shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of the Partnership.

      Section 1.05 . Office; Registered Agent. (a) The Partnership’s registered agent and office in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

      (b) The business address of the Partnership shall be 300 Park Avenue, New York, New York 10022, or (upon notice to all the Limited Partners) such other address as may be designated by the General Partner.

      Section 1.06 . Title to Partnership Property. (a) All property of the Partnership, whether real or personal, tangible or intangible, shall be owned by the Partnership as an entity, and no Partner, individually, shall have any direct ownership interest in such property. Title to all such property shall be held in the name of the Partnership and all securities shall be registered in the name of the Partnership.

      (b) The Partnership shall, subject to the terms of this Agreement, be the exclusive beneficial holder of all securities and other property acquired in connection with any investment made by the Partnership and of any property transferred to the Partnership, and the Partnership shall make any such filings as may be required or desirable in connection therewith.

      (c) Any and all rights, including, without limitation, voting rights, rights to consent to, object to or grant waivers with respect to partnership, limited partnership and corporate action, rights to sell, transfer or encumber any securities or other property held by the Partnership and any rights arising out of or relating to any documents the Partnership is party to, including the right to consent to or object to any proposed amendment or modification thereof or waiver thereunder, shall be vested exclusively in the Partnership and shall be exercised only by the Partnership and no Partner either alone or acting with one or more other Partners shall have any such rights with respect to such securities or property.

      Section 1.07 . Filing of Certificates. The General Partner is hereby authorized to execute, deliver and file, or to cause the execution, delivery and

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filing of, all certificates (and all amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed in the office of the Secretary of State of the State of Delaware and any other certificates, notices, statements or other instruments (and any amendments or restatements thereof) necessary or advisable for the formation of the Partnership or the operation of the Partnership in all jurisdictions where the Partnership may elect to do business.

      Section 1.08 . Admission of Limited Partners. Each of the Limited Partners whose names appear on Schedule I shall be admitted to the Partnership on the date hereof as a Limited Partner (and shall be shown as such on the books and records of the Partnership) upon the execution and delivery by (or, pursuant to a power-of-attorney, on behalf of) such Limited Partner and the General Partner of counterparts of this Agreement.

      Section 1.09 . Subsequent Admission of Limited Partners. (a) At any time, the General Partner may cause the Partnership to admit additional Persons as Limited Partners; provided that no Person may be admitted to the Partnership if, as a result of such admission, the Partnership or any of the Funds would not be exempt from the provisions of the Investment Company Act. Such Person shall become a 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) such Person and the General Partner of counterparts of this Agreement. The admission of any additional Limited Partner to the Partnership pursuant to this Section 1.09 shall not require the approval of any Limited Partner existing immediately prior to such admission.

      (b) The Limited Partners shall share in distributions or items of income or gain of the Partnership attributable to any Fund Investment made prior to the date such Person becomes a Limited Partner to the extent set forth in Articles 3 and 6.

      (c) No additional Limited Partner shall be admitted to the Partnership if the admission of such Limited Partner would, in the judgment of the General Partner (i) jeopardize the status of the Partnership as a partnership for United States federal income tax purposes, (ii) cause a dissolution of the Partnership under the Delaware Act, (iii) cause the Partnership’s assets to be deemed “plan assets” for purposes of ERISA, (iv) cause the Partnership to be an “investment company” within the meaning of the Investment Company Act (except for purposes of Section 12(d)(1) thereunder), (v) cause the Partnership to be in violation of the Advisers Act or (vi) violate, or cause the Partnership to violate, any applicable law or regulation, including any applicable federal or state securities laws.

      (d) Notwithstanding anything herein to the contrary, each Partner hereby approves of any amendment of this Agreement and of the Certificate of

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Limited Partnership necessary to effect the admission of any Person as a Partner pursuant to Section 1.08 or this Section 1.09 or Article 10. Any amendment to this Agreement permitted under this paragraph (d) may be executed by the General Partner on behalf of each other Partner pursuant to the Power of Attorney given by each other Partner to the General Partner pursuant to Section 12.08.

ARTICLE 2
G OVERNANCE ; M ANAGEMENT AND O PERATIONS OF THE P ARTNERSHIP

      Section 2.01 . Management of the Partnership. The business and affairs of the Partnership shall be managed by and under the direction of the General Partner. Except as otherwise expressly provided herein, the General Partner shall have complete and exclusive discretion in the management and control of the affairs and business of the Partnership, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement (and is hereby authorized and directed, on behalf of the Partnership, to do all such things and to take all such actions without any further act, vote, consent or approval of any Partner). Except as otherwise expressly provided herein, the General Partner may delegate such general or specific authority to officers, Limited Partners, employees or agents of the Partnership as the General Partner considers desirable from time to time, and such officers, Limited Partners, employees or agents of the Partnership may, subject to any restraints or limitations imposed by the General Partner, exercise the authority granted to them.

      Section 2.02 . Powers of the General Partner. Without limiting the generality of the authority of the General Partner set forth in Section 2.01, the General Partner hereby is authorized and empowered in the name and on behalf of the Partnership and to the extent applicable and permitted under this Agreement and the Fund Partnership Agreements:

     (a) to serve as the general partner of the Funds;

      (b) to acquire and hold the Partnership’s general partner interest in the Funds, and to sell, transfer, exchange, or otherwise dispose of such interests, and otherwise to exercise all rights, powers, privileges, options and other incidents of ownership or possession with respect to such interests or any other assets or property held or owned by the Partnership or the Funds;

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      (c) to employ attorneys and accountants of the Partnership, which attorneys and accountants may also serve as counsel and auditors to the Funds or any of their respective Affiliates;

      (d) to deposit the funds of the Partnership in the Partnership name in any bank or trust company and to entrust to any such bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Partnership, or to deposit in and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers;

      (e) to set aside funds for reasonable reserves, reasonably anticipated contingencies and reasonable working capital in the Partnership and the Funds;

      (f) to make such elections under the Code and other relevant tax laws as to the treatment of items of Partnership income, gain, loss and deduction, and as to all other relevant matters, as the General Partner deems necessary, appropriate or advisable, including elections referred to in Section 754 of the Code, and a determination of which items of cash outlay are to be capitalized or treated as current expenses;

      (g) to sue, prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment in respect of claims against the Partnership and to execute all documents and make all representations, admissions and waivers in connection therewith;

      (h) to enter into, make and perform all contracts, agreements, instruments and other undertakings as the General Partner may determine to be necessary, advisable or incidental to carrying out of the objects and purposes of the Partnership;

      (i) to cause the execution and delivery of such documents and performance of such acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification and operation of a limited partnership under the laws of each jurisdiction in which the General Partner determines it is necessary or advisable for the Partnership to conduct business; and

      (j) to do and perform everything that may be necessary, advisable, suitable or proper for the conduct of the Partnership’s business for the carrying out of the purposes and objects hereinbefore enumerated, including the delegation to any Person or Persons of such functions and authorities as the General Partner may determine.

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Any Person not a party to this Agreement dealing with the Partnership shall be entitled to rely conclusively upon the power and authority of the General Partner to bind the Partnership in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Partnership as and to the extent set forth in this Agreement.

Notwithstanding any other provision of this Agreement, the Partnership, and the General Partner on behalf of the Partnership, may execute, deliver and perform the Fund Partnership Agreements, subscription agreements with the limited partners of the Funds, the Management Agreement among Greenhill Capital Partners, LLC and each Fund, any agreements to induce a Person to purchase interests in the Funds, any amendments to such documents, and all documents related thereto and contemplated thereby, all without any further act, vote or approval of any Partner or other Person. The General Partner is hereby authorized to enter into and perform on behalf of the Partnership the documents described in the immediately preceding sentence, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership (subject to any other restrictions expressly set forth in this Agreement).

      Section 2.03 . Investment Committee. (a) The General Partner will establish an Investment Committee to evaluate and discuss potential investments and to review the performance of existing investments of the Funds.

      (b) Each Limited Partner who is a member of the Investment Committee of the General Partner agrees, in consideration for sharing in the Carried Interest Points hereunder, to participate in meetings of the Investment Committee and, in connection with his role on the Investment Committee, to provide the Partnership with the benefit of his knowledge and judgment in the decision-making process with respect to the acquisition and disposition of Investments by the Funds. Each Limited Partner who is not a member of the Investment Committee agrees, at the request of the Investment Committee, to provide the Partnership with the benefit of his knowledge and judgment in order to assist the Investment Committee in its evaluation with respect to the acquisition and disposition of Investments.

      (c) Notwithstanding anything to the contrary contained herein, the members of the Investment Committee shall not be deemed to be participating in the control of the business of the Partnership within the meaning of the Delaware Act as a result of any actions taken by the Investment Committee or any member of the Investment Committee.

      (d) Notwithstanding anything to the contrary contained in this Agreement, in no event shall a member of the Investment Committee be

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considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties, or otherwise.

      Section 2.04 . Transactions with Affiliates. To the extent permitted by applicable law, the Partnership is hereby authorized to purchase property, securities, options or other assets from, sell property, securities, options or other assets to, borrow funds from, or otherwise deal with, Greenhill, any Affiliate of Greenhill, any Person in which a Fund Investment has been or is proposed to be made, any Person having an interest in such Fund Investment (or any underlying assets) or any Affiliate of any such Persons; provided that any such dealing (A) shall be on terms no less favorable to the Partnership than would be available from unaffiliated Persons and (B) shall not otherwise be in violation of this Agreement. In connection with any services performed by any Affiliate of Greenhill for the Partnership, such Affiliate shall be entitled to be compensated by the Partnership for such services to the extent such compensation is a Partnership Expense, and the amount of such compensation shall be determined by the General Partner in its discretion; provided that such compensation at any time shall not exceed the amount such Affiliate would customarily receive from third parties as compensation at such time for the performance of similar services. Each Limited Partner acknowledges and agrees that the purchase or sale of property or other assets, the performance of services, other dealings or the receipt of compensation may give rise to conflicts of interest between the Partnership and the Limited Partners, on the one hand, and Greenhill or any Affiliate of Greenhill, on the other hand.

      Section 2.05 . Other Activities. Nothing contained in this Agreement shall be deemed to prohibit or otherwise limit any Partner (or Affiliate thereof) from entering into transactions with the Partnership, making investments in Persons or assets in which Fund Investments have been or are proposed to be made, in Persons having an interest in such Fund Investments (or any underlying assets) or in any Affiliates of any such Persons or providing financing to any such Person.

      Section 2.06 . Books and Records; Accounting Method; Fiscal Year. (a) The Partnership shall keep or cause to be kept at the address of the Partnership (or at such other place as shall be notified to the Limited Partners in writing) full and accurate books and records of the Partnership. Each Limited Partner shall be shown as a Limited Partner on such books and records. Subject to Sections 2.06(b) and 3.06, such books and records shall be available, upon 10 Business Days’ notice to the General Partner, for inspection at the offices of the Partnership at reasonable times during business hours on any Business Day by each Limited Partner or his duly authorized agents or representatives for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner.

      (b) Each Limited Partner agrees that (i) the books and records of the Partnership contain confidential information relating to the Partnership and its

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affairs and (ii) except for information otherwise required to be provided or made available to Limited Partners pursuant to this Agreement, the General Partner may, to the maximum extent permitted by applicable law, keep confidential from the Limited Partners any information (excluding any financial statements of the Partnership and underlying documentation supporting such financial statements) the disclosure of which the General Partner reasonably believes is adverse to the interests of the Partnership (including information relating to any Fund Investment or underlying assets or any Person that is, directly or indirectly, the subject of any Fund Investment) or which the Partnership, Greenhill or the General Partner is required by law, agreement or otherwise to keep confidential.

      (c) 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 federal income tax purposes.

      Section 2.07 . Partnership for Tax Purposes; Partnership Tax Returns. (a) The Partners agree that it is their intention that the Partnership shall be treated as a partnership for purposes of United States federal, state and local income tax laws, and further agree not to take any position or make any election, in a tax return or otherwise, inconsistent therewith. In furtherance of the foregoing, the Partnership will file an information return as a partnership for United States federal income tax purposes. If a change in applicable law (including a revenue ruling, revenue procedure or other administrative pronouncement) would cause the Partnership not to be treated as a partnership for United States federal income tax purposes, the Partners shall endeavor in good faith to reach an agreement on restructuring the Partnership so that it will be so treated (which may, subject to the following proviso, entail a merger of the Partnership into an entity treated as a partnership for federal income tax purposes); provided that no Limited Partner shall be required to agree to any restructuring that it reasonably determines would have an adverse effect on the assets, properties, business or condition, or otherwise would be adverse to the interests of or cause the incurrence of any material expenditure by, such Limited Partner or any Affiliate of such Limited Partner.

      (b) The General Partner shall cause to be prepared and timely filed all tax returns required to be filed for the Partnership. Subject to paragraph (a) above, the General Partner may, in its discretion, make, or refrain from making, any federal, state or local income or other tax elections for the Partnership that it deems necessary or advisable, including an election pursuant to Code Section 754.

      (c) The General Partner is hereby designated as the Partnership’s “ Tax Matters Partner ” under Code Section 6231(a)(7). The Tax Matters 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

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other action as may from time to time be required under Treasury regulations. Expenses incurred by the Tax Matters Partner, in its capacity as such, will be Partnership Expenses. Any Limited Partner shall have the right to participate in any administrative proceedings relating to the determination of Partnership items at the Partnership level. Each Limited Partner that elects to participate in such proceedings shall be responsible for any expenses incurred by such Limited Partner in connection with such participation. Further, a Limited Partner shall notify the Tax Matters Partner in a timely manner of its intention to: (i) file a notice of inconsistent treatment under Code Section 6222(b); (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 Tax Matters Partner may, if it agrees with the 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 expenses in connection with 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 laws of non-U.S. jurisdictions.

      Section 2.08 . Confidentiality. (a) Each Limited Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to his interest in the Partnership or for purposes of filing such Limited Partner’s tax returns or for other routine matters required by law) nor to disclose to any Person (other than to appropriate employees of Greenhill or its Affiliates associated with the business of the Partnership), any Proprietary Information or any other information or matter relating to the Partnership or any Fund and its respective affairs or to any Partnership or Fund Investment (other than disclosure to employees, agents, advisors, or representatives of the Partnership responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “ Authorized Representative ”)); provided that such Limited Partner and such 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 Limited Partner or Authorized Representative, (ii) the information subsequently becomes publicly known through no act or omission of such Limited Partner or Authorized Representative, (iii) such disclosure, in the written opinion of legal counsel of such Limited Partner reasonably acceptable to the General Partner, is required by law or regulation or by any regulatory authority or self-regulatory organization having jurisdiction over such Limited Partner or (iv) such disclosure is approved in advance by the General Partner. Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Limited Partner shall notify the General Partner

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of such disclosure and deliver to the General Partner the opinion referred to above. Prior to any disclosure to any Authorized Representative, each Limited Partner shall advise such Authorized Representative of the obligations set forth in this Section 2.08(a) and obtain the agreement of such Person to be bound by the terms of such obligation.

      (b) The obligations of each Limited Partner under this Section 2.08 shall survive for a period of five years after the date such Limited Partner ceases to be a Limited Partner. If the Partnership is dissolved, the obligation of each Limited Partner under this Section 2.08 who is a Limited Partner at the time of such dissolution shall survive for a period of five years thereafter.

      (c) Notwithstanding any other provision of this Agreement, any Limited 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 Limited Partner relating to such tax treatment or tax structure; provided that the foregoing does not (except to the extent necessary to permit any Limited Partner to claim any available treaty benefits) constitute an authorization to disclose information identifying the Partnership, the Limited Partners, the General Partner 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.

      (d) Each party acknowledges and agrees that the covenants contained in this Section 2.08 have been negotiated in good faith by the parties hereto, are reasonable and are not more restrictive or broader than are necessary to protect the interests of the Limited Partners and the Partnership, and would not achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein. Each party further acknowledges and agrees that the business of the Partnership and the Funds is highly competitive, that no party hereto would enter into this Agreement but for the covenants contained in this Section 2.08 and that such covenants are essential to protect the value of the business of the Partnership and the Funds.

      Section 2.09 . Investment of Funds. Cash held by the Partnership, including all amounts being held by the Partnership for future investment in Fund Investments, payment of expenses or distributions to Limited Partners may be invested in such instruments as the General Partner, or any Person which it has retained to manage such cash, in its discretion deems appropriate.

      Section 2.10 . Other Authority. The General Partner agrees to use its best efforts to operate the Partnership in such a way that (i) the Partnership would be exempt from the provisions of the Investment Company Act, (ii) none of the

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Partnership’s assets would be deemed to be “plan assets” for purposes of Section 4975 of the Code or ERISA, (iii) the Partnership would be in compliance with the Advisers Act, and (iv) the Partnership would be in compliance with any other material law, regulation, order or guideline applicable to the Partnership. The General Partner is hereby authorized to take any action it has determined in good faith to be necessary or desirable in order for (i) the Partnership’s assets not to be “plan assets” for purposes of ERISA, (ii) the Partnership to be exempt from the provisions of the Investment Company Act, (iii) the Partnership not to be in violation of the Advisers Act and (iv) the Partnership not to be in violation of any other material law, regulation, order or guideline applicable to the Partnership, including, in each case, (x) making any structural, operating or other changes in the Partnership by amending this Agreement, (y) requiring the sale in whole or in part of a Limited Partner’s limited partner interest in the Partnership with respect to or as a result of whom such violation arose, or otherwise causing the withdrawal of such Limited Partner from the Partnership or (z) dissolving the Partnership. Any action taken by the General Partner pursuant to Section 2.10 shall not require the approval of any Limited Partner.

ARTICLE 3
C ARRIED I NTEREST P OINTS ; C ERTAIN O THER M ATTERS

      Section 3.01 . General Provisions . (a) The General Partner shall be solely responsible for making all determinations as to the Carried Interest Points in accordance with this Article 3, at such times and in such amounts as it shall deem advisable.

      (b) Neither the General Partner nor any of its Affiliates shall be liable to the Partnership or the Limited Partners for anything whatsoever in connection with this Agreement except for the gross negligence or willful misconduct of the General Partner or its Affiliates. In the performance of their functions with respect to this Agreement, the General Partner and its Affiliates shall be entitled to rely upon information and advice furnished by officers, accountants or legal counsel of Greenhill or its Affiliates, or by any other party the General Partner deems necessary or appropriate as to matters the General Partner reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, and the General Partner and its Affiliates shall not be liable to the Partnership or the Limited Partners for any action taken or not taken in good faith reliance upon any such advice. The General Partner may delegate such of its responsibilities hereunder as the General Partner deems appropriate to one or more officers or directors of Greenhill or its Affiliates and in performing such delegated responsibilities, such persons shall have the benefit of all the protections afforded the General Partner under this Agreement.

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      Section 3.02 . Assignment of Carried Interest Points. (a) On or prior to January 1 of each fiscal year, commencing in 2006, or as soon as practicable thereafter (the “ Annual Allocation Date ”), the General Partner shall assign each Partner (including the General Partner) a number (which may include fractional numbers) of carried interest points (the “ Carried Interest Points ”) for all Fund Investments made by all Funds during the fiscal year commencing on such January 1 (the “ Carried Interest Annual Pool ”). The aggregate number of Carried Interest Points for any Fund Investment shall be 20, and the amount of the Carried Interest with respect to each Fund Investment for such fiscal year allocated to a Partner shall be calculated by multiplying the Carried Interest by a fraction, the numerator of which shall be the number of points so assigned and the denominator of which shall be 20. Each Carry Participating Partner’s share of the Carried Interest for any Fund Investment is referred to herein as his “ Carried Interest Share ”. With respect to each Fund Investment made during the 2005 fiscal year and with respect to Partners who have been admitted as such on the date of this Agreement, the Carried Interest Points shall be set forth in Schedule I to this Agreement with respect to such Partner (the “ Allocation Schedule ”), which shall be maintained by the General Partner and the Partnership and updated to reflect any changes in the allocation of Carried Interest Points. The General Partner shall advise each Partner of such Partner’s Carried Interest Points in effect at any time, and the General Partner may, in its discretion, to the maximum extent permitted by applicable law, decline to disclose such Carried Interest Points to any other Person. With respect to each Fund Investment made during any fiscal year, the Carried Interest Points (as determined in accordance with this Section 3.02(a) or adjusted in accordance with this Article 3) of each Partner having an interest in such Fund Investment shall be set forth in the Allocation Schedule. Except as otherwise provided in this Article 3, such Carried Interest Points shall not be changed after they are determined in accordance with this Section 3.02(a).

      (b) The General Partner may award Carried Interest Points to newly admitted Partners and may award additional Carried Interest Points to existing Partners at any time during the course of a fiscal year. In making such award the General Partner may, in its discretion, determine whether the Carried Interest Points assigned to such Person shall be calculated as if such Person was admitted as a Partner on the date such award was determined or any other date or in any other manner that the General Partner in its discretion shall determine is appropriate in light of the circumstances giving rise to such determination. Such awards shall be made either from Reserved Carried Interest Points, from Reallocated Carried Interest Points, from Forfeited Carried Interest Points or through a reallocation of Carried Interest Points as provided in Section 3.03.

      (c) Notwithstanding anything in this Agreement to the contrary, the General Partner may, in its discretion, elect to reserve a portion of the Carried Interest Points for allocation at any time during the period ending on January 31 of the fiscal year next succeeding the fiscal year for which an allocation of

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Carried Interest Points has been made to any Partner (the “ Reserved Carried Interest Points ”). During any fiscal year, all Reserved Carried Interest Points with respect to the Fund Investments made during such fiscal year shall be initially allocated to the General Partner. From time to time during each fiscal year, the General Partner will assign such Reserved Carried Interest Points to Partners, pursuant to an Assignment of Carried Interest Points as provided in Schedule II (either for an annual basis or an investment by investment basis) and the Allocation Schedule shall be revised accordingly to reflect such award. If the Reserved Carried Interest Points have not been so allocated by January 31 of the next succeeding fiscal year, they shall be allocated pro rata among the Partners based on each Partner’s Carried Interest Share (as determined for the fiscal year in which the Carried Interest Points were reserved) in the relevant Fund Investments.

      (d) If any Carried Interest Points awarded to any Partner are later surrendered or forfeited by such Partner or otherwise reduced in accordance with this Article 3, such surrendered, forfeited or reduced Carried Interest Points shall, unless otherwise determined by the General Partner in its discretion, be reallocated to the other Partners on a pro rata basis in accordance with their Carried Interest Share in the relevant Fund Investments.

      Section 3.03 . Pro Rata Dilution. Initially, the Carried Interest Points for the Carried Interest Annual Pool for 2005 will be allocated as set forth in Schedule I. If an additional Partner is admitted to the Partnership following the award of Carried Interest Points in any fiscal year or any other Partner receives a Carried Interest Point award which the General Partner determines is not to come from Reserved Carried Interest Points, from Reallocated Carried Interest Points or from Forfeited Carried Interest Points, the number of Carried Interest Points of the Partners will be reduced on a pro rata basis by the number of Carried Interest Points so awarded unless otherwise determined by the General Partner.

      Section 3.04 . No Right to Awards or Continued Employment. No Partner shall have any claim or right to receive any award of Carried Interest Points hereunder. Neither this Agreement nor any action taken or omitted to be taken hereunder shall be deemed to create or confer on any Partner any right (i) to be retained in the employ of Greenhill Group or any Affiliate thereof or (ii) to interfere with or to limit in any way the right of Greenhill Group or any Affiliate thereof to terminate the employment of such Partner at any time or to transfer his or her employment within Greenhill Group or any Affiliate thereof to other activities from time to time.

      Section 3.05 . Effect of Termination of Employment. (a) A Limited Partner whose employment with Greenhill Group terminates for any reason shall automatically (without any action being required on the part of the Partnership or any Limited Partner) and immediately become a “ Special Limited Partner ”. Upon becoming a Special Limited Partner, (i) such Limited Partner shall no

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longer receive any new awards of Carried Interest Points with respect to any Fund Investments and (ii) such Limited Partner’s Carried Interest Points theretofore awarded may be reduced, eliminated or forfeited in accordance with this Section 3.05. Upon the complete liquidation of all Fund Investments in which a Special Limited Partner is a participant, such Special Limited Partner (i) shall cease to be a Partner of the Partnership and (ii) shall not be entitled to any further distributions of Carried Interest under this Agreement.

      (b) Subject to Section 3.05(d), with respect to any Limited Partner who becomes a Special Limited Partner and any Fund Investment in which such Limited Partner has an interest prior to becoming a Special Limited Partner, such Limited Partner shall continue to hold his or her Carried Interest Points theretofore awarded with respect to such Fund Investment and shall be entitled to such Limited Partner’s Carried Interest Share of such Fund Investment without reduction if such Limited Partner becomes a Special Limited Partner as a result of (i) termination of employment due to permanent disability (as determined by the General Partner and Greenhill), (ii) subject to Section 3.06(a), termination of employment due to death, (iii) Retirement (iv) termination of employment by Greenhill without Cause (as determined by the General Partner in its sole discretion) within two years following the occurrence of a Change in Control or upon a termination of employment by Greenhill without Cause (as determined by the General Partner in its sole discretion) six months prior to the occurrence of a Change in Control if the General Partner reasonably determines in its sole discretion that such termination was at the behest of the acquiring entity, (v) Constructive Discharge or (vi) any other exception determined by the General Partner.

      (c) Subject to Section 3.05(d), with respect to any Limited Partner who becomes a Special Limited Partner as a result of the termination of employment for any reason other than as specified in Section 3.05(b) (a “ Forfeiture Event ”), and any Fund Investment in which such Limited Partner has an interest prior to becoming a Special Limited Partner, such Limited Partner’s Carried Interest Share of such Fund Investment shall be vested and become non-forfeitable as follows:

      (i) with respect to 25% of his Carried Interest Share attributable to a Fund Investment made in any given fiscal year on January 1 of the year following the year such Fund Investment was made;

      (ii) with respect to 50% of his Carried Interest Share attributable to such Fund Investment on January 1 of the second year following the year such Fund Investment was made;

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      (iii) with respect to 75% of his Carried Interest Share attributable to such Fund Investment on January 1 of the third year following the year such Fund Investment was made;

provided that a Limited Partner will be vested with respect to 100% of his Carried Interest Share attributable to a Fund Investment which is realized prior to the date on which he becomes a Special Limited Partner. Limited Partners shall be “ Partially Reduced Partners ” with respect to the unvested portion of their Carried Interest Share forfeited in accordance with this Section 3.05(c). The unvested portion of the Carried Interest Share of each Special Limited Partner shall be forfeited on the date of termination of employment and shall be reallocated as provided in Section 3.02(d). The number of Carried Interest Points so forfeited, derived by application of the foregoing percentages to such Carry Participating Partner’s Carried Interest Points in a Carried Interest Annual Pool, is hereinafter referred to as the “ Forfeited Carried Interest Points ”, and the vested number of Carried Interest Points at such time, derived by application of the foregoing percentages to such Carry Participating Partner’s Carried Interest Points in such Carried Interest Annual Pool, is hereinafter referred to as the “ Vested Carried Interest Points ”.

      (d) Upon the occurrence of an Eliminated Event with respect to any Limited Partner who becomes a Special Limited Partner (a “ Fully Reduced Partner ”), all of such Limited Partner’s Carried Interest Points with respect to such Fund Investment and any Proceeds with respect to any Fund Investment that otherwise has been or could be allocated to such Limited Partner at any time after such Limited Partner becomes a Special Limited Partner shall be forfeited and shall be reallocated to other Limited Partners as provided in Section 3.02(d).

      For purposes of this Agreement, the term “ Elimination Event ” means, with respect to any Limited Partner at any time, (i) the termination of such Limited Partner’s employment with Greenhill Group for Cause (or the termination of such Limited Partner’s employment with Greenhill Group for any reason and, following such termination, the General Partner or Greenhill determines that circumstances existed during such Limited Partner’s employment with Greenhill Group which would have entitled Greenhill Group to terminate such Limited Partner’s employment with Greenhill Group for Cause), (ii) the termination of such Limited Partner’s employment due to resignation with less than 30 days’ notice, (iii) the termination of such Limited Partner’s employment with Greenhill Group for any reason and, within 180 days of such termination (or during the 180 days preceding such termination), such Limited Partner attempts or attempted to hire a person who is or was an employee of Greenhill Group, (iv) the termination of such Limited Partner’s employment with Greenhill Group for any reason and, within 180 days of such termination, the Limited Partner solicits business of a customer or client of Greenhill Group or (v) the termination of such Limited Partner due to disclosure by such Limited Partner (or in the event of termination

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of employment by reason of death, by such Special Limited Partner’s estate or any designated beneficiary or heir or personal representative that became a Special Limited Partner) of any Proprietary Information, without the consent of Greenhill Group or otherwise in contravention of Section 2.08, to any unauthorized Person or the use of Proprietary Information by such Limited Partner (or in the event of termination of employment by reason of death, by such Special Limited Partner’s estate or any designated beneficiary or heir or personal representative that became a Special Limited Partner) other than in connection with Greenhill Group’s business where such disclosure or use may be adverse to the financial interests of Greenhill Group (as determined by the General Partner in its discretion).

      Section 3.06 . Other Provisions Relating to Special Limited Partners. (a) In the event of the death of a Limited Partner, such Limited Partner shall cease to be a Partner of the Partnership and the Partnership shall furnish to such Limited Partner’s estate or designated beneficiary such information relating to the Partnership’s affairs and Fund Investments as such estate’s executor or such designated beneficiary shall reasonably request in order to enable such estate or designated beneficiary to prepare and file tax returns and conduct audits or other proceedings relating to such tax returns; provided that such estate and its executor and any designated beneficiary shall have executed an instrument reasonably satisfactory to the General Partner agreeing to be bound by the confidentiality obligations set forth in Section 2.08 with respect to all information so furnished. Notwithstanding anything in this Agreement to the contrary, the estate or designated beneficiary shall automatically be admitted to the Partnership as a Special Limited Partner and shall receive allocations and distributions to the extent and in the manner provided for in this Agreement with respect to such deceased Limited Partner.

      (b) If, at any time during the term of the Partnership, the General Partner determines in good faith that any further participation by a Special Limited Partner in the Partnership’s affairs would be detrimental to any Portfolio Company, the Partnership, the other Limited Partners, Greenhill, any Fund, any Investor or any of their respective Affiliates, then, to the extent determined appropriate by the General Partner in its discretion and to the maximum extent permitted by applicable law, such Special Limited Partner shall cease to have the right to obtain information regarding the Partnership and its affairs or regarding any Partnership or any Fund Investment (other than any financial statements of the Partnership and underlying documentation supporting such financial statements).

      (c) A Special Limited Partner shall not be entitled to vote, except as required by applicable law and except where a Special Limited Partner’s interests in Fund Investments existing at the time any vote or approval of the Limited Partners is required pursuant to Article 2 or Section 12.01 or any other provision

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of this Agreement shall be materially adversely affected by such vote or approval in a way that is different from the effect of such vote or approval on any other Limited Partners. To the extent such Special Limited Partner is not entitled to vote, such Special Limited Partner’s economic interest, if any, shall be disregarded in connection with any such vote or approval and such Special Limited Partner’s Carried Interest Points shall be excluded from both the numerator and the denominator of the fraction representing the specified percentage of Carried Interest Points required for the consent or approval of Partners under this Agreement.

      Section 3.07 . Effect of Change in Control. Subject to Section 3.05 of this Agreement, upon the occurrence of a Change in Control, the Gene