As filed with the Securities and Exchange Commission on April 30, 2004

Registration No. 333-113526

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 4 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GREENHILL & CO., INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware 6199 51-0500737
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

300 Park Avenue
23rd Floor
New York, New York 10022
(212) 389-1500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

JOHN D. LIU
Chief Financial Officer
Greenhill & Co., Inc.
300 Park Avenue
23rd Floor
New York, New York 10022
(212) 389-1500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies To:


    JEFFREY SMALL
NICHOLAS A. KRONFELD
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
H. RODGIN COHEN
DAVID B. HARMS
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated                  , 2004.

5,000,000 Shares

Greenhill & Co., Inc.

Common Stock

This is an initial public offering of shares of common stock of Greenhill & Co.,    Inc.    All of the 5,000,000 shares of common stock are being sold by the company.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $14.00 and $16.00. Greenhill & Co.,    Inc. has applied to list the common stock on the New York Stock Exchange under the symbol "GHL".

See "Risk Factors" beginning on page 8 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


  Per Share Total
Initial public offering price $                  $           
Underwriting discount $   $  
Proceeds, before expenses, to Greenhill & Co., Inc $   $  

To the extent that the underwriters sell more than 5,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 750,000 shares from Greenhill & Co.,    Inc. at the initial public offering price less the underwriting discount.

Upon completion of this offering, our managing directors and their affiliated entities will collectively own 83.3% of the total shares of common stock outstanding (or 81.3% if the underwriters' option to purchase additional shares is exercised in full).

The underwriters expect to deliver the shares against payment in New York, New York on                  , 2004.

Goldman, Sachs & Co.

Lehman Brothers

UBS Investment Bank

Keefe, Bruyette & Woods Wachovia Securities

Prospectus dated                  , 2004.




PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under "Risk Factors" on pages 8 - 14.

Greenhill

We are an independent investment banking firm that (i) provides financial advice on significant mergers, acquisitions, restructurings and similar corporate finance matters and (ii) manages merchant banking funds and commits capital to those funds. Greenhill acts for clients located throughout the world from offices in New York, London and Frankfurt.

We were established in 1996 by Robert F. Greenhill, the former President of Morgan Stanley and former Chairman and Chief Executive of Smith Barney. Since our founding, we have grown steadily by (i) developing new client relationships, (ii) adding new areas of advisory expertise, such as restructuring, (iii) adding high-caliber senior professionals, each with strong client relationships as well as complementary areas of expertise or industry focus, and (iv) expanding our geographic focus by adding offices in London and Frankfurt.

We have demonstrated strong financial results, producing revenue and earnings growth in a variety of economic and market conditions, including a prolonged period in which global merger and acquisition activity declined significantly. Our revenue grew from $36.9 million in 1997 (our first full year of operation) to $126.7 million in 2003, representing a compound annual growth rate of 22.8%. Our income before minority interests and taxes in that same period grew from $28.4 million to $80.7 million, representing a compound annual growth rate of 19.0%.

Principal Sources of Revenue

We derive our revenue from two principal sources: (i) providing financial advisory services and (ii) managing and investing in merchant banking funds.

Financial Advisory

We provide a broad range of strategic and financial advice to U.S. and non-U.S. corporate clients in mergers, acquisitions, restructurings and similar corporate finance matters. Our focus is on providing high-quality advice to management and boards of directors of prominent large and mid-cap companies in transactions that typically are of the highest strategic and financial importance to those companies. In 2003, financial advisory services accounted for 95.8% of our revenues.

Merchant Banking Fund Management

Our merchant banking fund management activities currently consist primarily of management of Greenhill's merchant banking funds, collectively, Greenhill Capital Partners, or GCP, and principal investments by Greenhill in those funds. Merchant banking funds are private investment funds raised from contributions by qualified institutional investors and financially sophisticated individuals. The funds make substantial, sometimes controlling, investments, generally in non-public companies and typically with a view toward divesting within 3 to 5 years. Our merchant banking activities historically have generated revenue almost entirely from fees earned for our management of GCP. In 2003, we started investing our own capital into GCP in material amounts, in addition to that previously invested by our managing directors and other professionals of Greenhill, and we expect to fund further commitments to GCP and invest in subsequent funds that we expect to create. As a result, over time we expect to generate additional revenues from profit overrides and gains on investments from these merchant banking funds.

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Competitive Strengths

•  Independence – We are an independent firm owned and managed by our managing directors, free of many of the conflicts that can arise at larger, diversified financial institutions.
•  Focus on Advisory Activities – We are focused on advising clients, particularly large and mid-size corporations, rather than on a broad range of securities businesses. We believe this focus has helped and will continue to help us attract clients and recruit financial advisory professionals who want to work in a firm where their activities are the central focus.
•  Breadth of Advisory Capabilities – While our origin was as an advisor on mergers and acquisitions, we have developed considerable experience and capabilities in financial restructuring situations.
•  International Capabilities – Unlike many small investment banking firms, we have aggressively sought to develop a broad geographic scope rather than focusing on any one particular market. From 1999 through 2003, 53.2% of our advisory revenues were derived from clients based outside the United States, primarily from the United Kingdom and, to a lesser extent, continental Europe, Latin America and Canada.
•  Experience – Our 22 managing directors have an average of 22 years of relevant experience. Prior to joining Greenhill, 17 of those individuals were managing directors at other leading financial advisory firms or occupied comparably senior roles in leading private equity firms, law firms or corporations.
•  Strong Corporate Culture – While Greenhill is relatively young, we have developed a strong corporate culture. We are united by our desire to build a firm where client advisory activities are at the core, and by our commitment to excellence in those activities. Only one managing director has departed in more than 7 years, and 10 of the 22 current managing directors have more than five years' tenure at Greenhill.

Notwithstanding these competitive strengths, we face a number of competitive challenges, including intense competition from larger firms that have a greater range of products and services and greater financial and other resources than we have and that may pose a threat to our ability to recruit and retain key employees. See "Risk Factors" for a discussion of the factors you should consider before buying shares of our common stock.

Strategy

Our strategy is principally to enhance our position as an independent advisor on important merger, acquisition and restructuring transactions, grow our financial advisory business and expand our merchant banking fund management business. We also aim to maintain a balance of activities across geographic regions and to increase the stability of our earnings. Our strategy is heavily dependent on retaining and recruiting managing directors and other senior professionals, which we believe will be aided by this offering through our enhanced profile and resulting ability to create equity-based compensation plans.

Reorganization of Greenhill

We currently conduct our business through a limited liability company, Greenhill & Co. Holdings, LLC, and its affiliates. On the date the underwriters deliver the shares against payment to consummate this offering, we will complete a number of transactions in order to have Greenhill & Co., Inc. succeed to the business of Greenhill & Co. Holdings, LLC and its affiliates and to have our members become shareholders of Greenhill & Co., Inc. For further details on these transactions, see "Certain Relationships and Related Transactions—Incorporation Transactions". References in this prospectus to "our members" are to both the members of Greenhill & Co. Holdings, LLC and the partners in its controlled affiliated U.K. partnership, Greenhill & Co. International LLP. Each of our individual members and Mr. Robert F. Greenhill are and will be, following our conversion to corporate form, our managing directors.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated financial data should be read in conjunction with, and are qualified by reference to, the disclosures set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Unaudited Pro Forma Consolidated Financial Information" as well as in the consolidated financial statements and their notes.


  For Year Ended December 31,
  1999 2000 2001 2002 2003
  (in thousands, except percentages)
Historical
Revenues
Financial Advisory $ 84,839   $ 106,949   $ 95,300   $ 107,455   $ 121,334  
Merchant Banking Fund Management
& Other(a)
  831     4,527     4,664     5,153     5,345  
Total Revenues   85,670     111,476     99,964     112,608     126,679  
% Change from Prior Year       30.1   (10.3 )%    12.6   12.5
Income Before Tax & Minority Interest(b)   40,188     48,524     34,797     75,813     80,661  
Net Income(b)   36,396     45,520     34,984     57,817     45,400  
Pro forma (unaudited) (c)
Pro Forma Income Before Tax(d)   31,428     41,080     31,243     38,985     44,415  
Pro Forma Net Income(e)   18,228     23,826     18,121     22,611     25,761  
      % Change from Prior Year       30.7   (23.9 )%    24.8   13.9
(a) Merchant Banking Fund Management & Other includes interest income of $0.6 million, $1.1 million, $0.8 million, $0.3 million and $0.4 million in 1999, 2000, 2001, 2002 and 2003, respectively.
(b) Because we have been a limited liability company, payments for services rendered by our managing directors have been accounted for as distributions of members' capital rather than as compensation expense, except for payments of $18.8 million, $27.3 million, $25.5 million, $1.4 million and $5.0 million made to managing directors and managing director equivalents in 1999, 2000, 2001, 2002 and 2003, respectively, which were recorded as compensation expense. As a result, our pre-tax earnings and compensation and benefits expense have not reflected most payments for services rendered by our managing directors. Accordingly, pre-tax earnings understate the expected operating costs to be incurred by us after this offering. As a corporation, we will include all payments for services rendered by our managing directors in compensation and benefits expense. We expect that our total compensation and benefits, including that payable to our managing directors, will not exceed 50% of total revenues (although we retain the ability to change this policy in the future).
(c) For a reconciliation of the pro forma data to historical financial information, see "Selected Consolidated Financial and Other Data".
(d) Historical income before tax has been adjusted to reflect (i) compensation and benefits on a pro forma basis equal to 50% of total revenues and (ii) the elimination on a pro forma basis of minority interests held by the European managing directors in our controlled U.K. affiliate, Greenhill & Co. International LLP. In conjunction with this offering, the interests held in Greenhill & Co. International LLP will be exchanged for equity interests in Greenhill. See "Unaudited Pro Forma Consolidated Financial Information" for more information on how these amounts were calculated with respect to 2003. The pro forma data for 1999, 2000, 2001 and 2002 have been calculated based on equivalent assumptions. Because our historical earnings do not fully reflect our managing director compensation expense and include minority interests that will be

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eliminated following our conversion to corporate form, we believe inclusion of such pro forma data is important to provide an accurate depiction of our business.
(e) Historical net income has been adjusted as set forth in note (d) and by increasing our effective tax rate on a pro forma basis to 42.0% to reflect the federal, foreign, state and local taxes we expect to pay as a corporation, partially offset by the assumed deductions of state and local taxes for federal tax purposes. See "Unaudited Pro Forma Consolidated Financial Information" for more information on how these amounts were calculated with respect to 2003. The pro forma data for 1999, 2000, 2001 and 2002 have been calculated based on consistent assumptions. Because our historical earnings do not fully reflect our managing director compensation expense or reflect the level of taxes that we expect to pay as a corporation and include minority interests that will be eliminated following our conversion to corporate form, we believe this pro forma data is important to provide an accurate depiction of our business.

First Quarter Results

Our revenue for the first quarter of 2004 was $29.6 million, compared to $16.8 million in the first quarter of 2003, representing an increase of 76.2%. Our Income Before Tax & Minority Interest for the first quarter of 2004 was $15.4 million, compared to $7.9 million in the first quarter of 2003, representing an increase of 94.9%. The operating results for any quarter are not necessarily indicative of the results for any future period.

Our first quarter 2004 revenues are comprised of $25.6 million of Financial Advisory revenues and $4.0 million of Merchant Banking Fund Management and Other revenues. Financial advisory revenues reflected continued high levels of merger and acquisition transactions involving financially distressed companies.

Completed transactions in the first quarter of 2004 included: the sale of AMF Bowling Worldwide, Inc. to Code, Hennessy & Simmons; the restructuring of AT&T Latin America and sale of its subsidiaries to Telefonos de Mexico; the restructuring and sale of Cable & Wireless America to Savvis Communications; the sale of Loral's North American Fixed Satellite Services assets to Intelsat; and the sale of certain assets of the Trilegiant Corporation to Cendant Corporation.

Our Headquarters

Our headquarters are located at 300 Park Avenue, New York, New York 10022. Our telephone number is (212) 389-1500.

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THE OFFERING

Common stock offered 5,000,000 shares
Common stock to be outstanding after this offering 30,000,000 shares
Underwriters' option to purchase additional shares 750,000 shares
Voting rights One vote per share.
Initial public offering price $         .    Prior to this offering, there has been no public market for the shares. The initial public offering price will be negotiated between Greenhill and Goldman, Sachs & Co., as representative of the underwriters. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.
Use of proceeds We will receive net proceeds from this offering of approximately $65.8 million, assuming an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated expenses payable in connection with this offering and the related transactions. We expect to use the net proceeds for general corporate purposes, including (i) the repayment of $16.0 million of bank debt, (ii) the funding of our existing $20.3 million of commitments to Greenhill Capital Partners and (iii) the establishment of new merchant banking funds in which we, through our controlling interest in the general partner of the funds, expect to make certain principal investments. Pending specific application of the net proceeds, we expect to use them to purchase U.S. Government securities, other short-term, highly-rated debt securities and money market funds.
Dividend policy We currently intend to declare quarterly dividends on all outstanding shares of common stock and expect the quarterly dividend to be approximately $0.08 per share. The first quarterly dividend will be for the second quarter of 2004 and will be prorated for the portion of the second quarter of 2004 subsequent to the closing of this offering. The declaration of this and any other dividends and, if declared, the amount of any such dividend, will be subject to our actual future earnings and capital requirements and to the discretion of our board of directors, which will

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include a majority of independent directors who have not yet been appointed. For a discussion of the factors that will affect the determination by our board of directors to declare dividends, see "Dividend Policy".
New York Stock Exchange symbol GHL

Unless we specifically state otherwise, the information in this prospectus does not take into account the sale of up to 750,000 shares of common stock which the underwriters have the option to purchase from Greenhill and the 625,000 restricted stock units and the shares of common stock underlying the restricted stock units granted at the offering date.

Except as otherwise indicated, all amounts with respect to the volume, number and market share of mergers and acquisitions transactions and related ranking information included in this prospectus have been derived from information compiled and classified by Thomson Financial.

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RISK FACTORS

You should carefully consider the following risks and all of the other information set forth in this prospectus before deciding to invest in shares of our common stock. The following risks comprise all the material risks of which we are aware; however, these risks and uncertainties may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the events or developments described below actually occurred, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock would likely decline, and you could lose all or part of your investment in our common stock.

  Our ability to retain our managing directors is critical to the success of our business

Our ability to obtain and successfully execute the advisory mandates that generate substantially all our revenues depends upon the personal reputation, judgment, business generation capabilities and project execution skills of our 22 managing directors, particularly the members of our Management Committee (which consists of Robert F. Greenhill, Scott L. Bok, Simon A. Borrows, Robert H. Niehaus, Timothy M. George, Michael A. Kramer, James R. C. Lupton and Colin T. Roy). Founded in 1996, our business has a limited operating history and, as a result, our managing directors' personal reputations and relationships with our clients are a critical element in obtaining and maintaining client engagements. Accordingly, the retention of our managing directors is particularly crucial to our future success. The departure or other loss of Mr. Greenhill, our founder, Chairman and Chief Executive Officer, or the departure or other loss of any other member of our Management Committee or any other managing director, each of whom manages substantial client relationships and possesses substantial experience and expertise, could materially adversely affect our ability to secure and successfully complete engagements, which would materially adversely affect our results of operations.

In addition, if any of our managing directors were to join an existing competitor or form a competing company, some of our clients could choose to use the services of that competitor instead of our services. There is no guarantee that the compensation arrangements, non-competition agreements and lock-up agreements we have entered into with our managing directors are sufficiently broad or effective to prevent our managing directors from resigning to join our competitors or that the non-competition agreements would be upheld if we were to seek to enforce our rights under these agreements. See "Management—Employment, Non-Competition and Pledge Agreements" and "Management—Transfer Rights Agreements".

  Our conversion to corporate form may adversely affect our ability to recruit, retain and motivate key employees

Our performance is largely dependent on the talents and efforts of highly skilled individuals. Competition for qualified employees in the financial services industry is intense. Our continued ability to compete effectively in our business depends on our ability to attract new employees and to retain and motivate our existing employees.

In connection with the conversion of Greenhill from a limited liability company to corporate form, our managing directors and their affiliated entities will receive 100% of the common stock of Greenhill & Co., Inc. (or 25,000,000 shares) in exchange for their membership interests. Following the offering, our managing directors and their affiliated entities will own 83.3% of the Company, or 81.3% if the underwriters' option is exercised in full. Ownership of and the ability to realize equity value from our common stock, unlike that of membership interests in Greenhill, will not be dependent upon a managing director's continued employment and our managing directors will no longer be restricted from leaving Greenhill by the potential loss of all of the value of their ownership interests. These shares of common stock will be subject to certain restrictions on transfer and a portion will be pledged to secure the liquidated damages provision in each managing director's non-competition and pledge agreement. However, these agreements will survive for only a limited period after termination of services to Greenhill (one year in most cases) and will permit our managing directors to leave

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Greenhill without losing any of their shares of common stock if they comply with these agreements. Consequently, the steps we have taken to encourage the continued service of these individuals after this offering may not be effective. In addition, after this offering our managing directors may receive substantially less aggregate compensation than prior to this offering. The impact of our conversion to corporate form on our employee retention and recruitment is uncertain. For a description of the compensation plan for our senior professionals to be implemented after this offering, see "Management—Employment, Non-Competition and Pledge Agreements" and "Management—The Equity Incentive Plan".

In connection with this offering and conversion of Greenhill from a limited liability company to corporate form, employees will receive grants of restricted stock units. The incentives to attract, retain and motivate employees provided by these awards or by future arrangements may not be as effective as the opportunity, which existed prior to conversion, to become a member of Greenhill. See "Management—The Employee Initial Public Offering Awards" for a description of these awards.

  Our revenues derive almost exclusively from advisory fees

We have historically earned our revenues almost exclusively from advisory fees paid to us by our clients, in large part upon the successful completion of the client's transaction or restructuring. Financial advisory revenues represented 95.8% and 95.4% of our total revenues in 2003 and 2002, respectively. Unlike diversified investment banks, we do not have significant alternative sources of revenue, such as securities trading or underwriting. We expect that our reliance on advisory fees will continue for the foreseeable future and a decline in our advisory engagements or the market for advisory services generally would have a material adverse effect on our business and results of operations.

  Our merger and acquisition and restructuring advisory engagements are singular in nature and do not provide for subsequent engagements

Our clients generally retain us on a non-exclusive, short-term, engagement-by-engagement basis in connection with specific merger or acquisition transactions or restructuring projects, rather than under exclusive long-term contracts. As these transactions are singular in nature and our engagements are not likely to recur, we must seek out new engagements when our current engagements are successfully completed or are terminated. As a result, high activity levels in any period are not necessarily indicative of continued high levels of activity in the next-succeeding or any other period. In addition, when an engagement is terminated, whether due to the cancellation of a transaction due to market reasons or otherwise, we may earn limited or no fees and may not be able to recoup the costs that we incurred prior to that termination.

  A high percentage of our total revenues are derived from a few clients and the termination of any one advisory engagement could reduce our revenues and harm our operating results

Each year, we advise a limited number of clients. Our top ten clients accounted for over 50% of our total revenues in each of the last three years and our largest client accounted for 17.3% of our total revenues in 2003. While the composition of the group comprising our largest clients varies significantly from year to year, we expect that our advisory engagements will continue to be limited to a relatively small number of clients and that an even smaller number of those clients will account for a high percentage of revenues in any particular year. As a result, the adverse impact on our results of operation of one lost mandate or the failure of one transaction or restructuring on which we are advising to be completed can be significant.

  There will not be a consistent pattern in our financial results from quarter to quarter, which may result in increased volatility of our stock price

We experience significant variations in revenues and profits during the year. These variations can generally be attributed to the fact that our revenues are earned in large amounts throughout the

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year upon the successful completion of a transaction or restructuring, the timing of which is uncertain and is not subject to our control. Compared to our larger, more diversified competitors in the financial services industry, we generally experience even greater variations in our revenues and profits. This is due to our dependence on a relatively small number of transactions for most of our revenues, with the result that our earnings can be significantly affected if any particular transaction is not completed successfully, and to the fact that we lack other, more stable sources of revenue in material amounts, such as brokerage and asset management fees, which could moderate some of the volatility in advisory revenues. As a result, it may be difficult for us to achieve steady earnings growth on a quarterly basis, which could adversely affect our stock price.

In addition, in many cases we are not paid for advisory engagements that do not result in the successful consummation of a transaction or restructuring. As a result, our business is highly dependent on market conditions and the decisions and actions of our clients and interested third parties. For example, a client could delay or terminate an acquisition transaction because of a failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or board or shareholder approvals, failure to secure necessary financing, adverse market conditions or because the target's business is experiencing unexpected financial problems. Anticipated bidders for assets of a client during a restructuring transaction may not materialize or our client may not be able to restructure its operations or indebtedness due to a failure to reach agreement with its principal creditors. In these circumstances, in many cases we do not receive any advisory fees, other than the reimbursement of certain out-of-pocket expenses. The failure of the parties to complete a transaction on which we are advising, and the consequent loss of revenue to us, could lead to large adverse movements in our stock price. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Summary of Quarterly Performance".

  Difficult market conditions could adversely affect our business in many ways

Difficult market and economic conditions and geopolitical uncertainties from 2000 to 2003 had a negative impact on our mergers and acquisitions advisory activity. Continued adverse market or economic conditions would likely affect the number and size of transactions on which we provide mergers and acquisitions advice and therefore adversely affect our financial advisory fees. As our operations in the United States and the United Kingdom have historically provided most of our revenues and earnings, our revenues and profitability are particularly affected by economic conditions in these countries.

In the past, we have derived a substantial share of our revenues from providing investment banking advisory services to the communications and media, consumer goods, retail and financial services sectors. Any slowdown of activity in these sectors could have an adverse effect on our earnings.

Adverse market or economic conditions as well as a slowdown of activity in the sectors in which the portfolio companies of our merchant banking funds operate could have an adverse effect on the earnings of those portfolio companies, and therefore, our earnings, especially in the future as we seek to increase our merchant banking fund management revenues.

  If the number of debt defaults, bankruptcies or other factors affecting demand for our restructuring advisory services declines, our revenues and profitability could suffer

During the recent period when mergers and acquisitions activity declined and debt defaults increased, we increasingly relied on the provision of restructuring and bankruptcy advisory services as a source of new business. We provide various restructuring and restructuring-related advice to companies in financial distress or their creditors or other stakeholders. A number of factors affect demand for these advisory services, including general economic conditions and the availability and cost of debt and equity financing.

If demand for our restructuring services decreases, we could suffer a decline in revenues, which could lower our overall profitability.

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  We are seeking to expand our merchant banking fund management business, which will entail increased levels of investments in high-risk, illiquid assets

We are seeking to expand our merchant banking fund management business by establishing new merchant banking funds. Our revenues from this business are primarily derived from management fees calculated as a percentage of assets under management and profit overrides, which are earned if investments are profitable over a specified threshold. Our ability to form new merchant banking funds is subject to a number of uncertainties, including adverse market or economic conditions, competition from other fund managers, and the ability to negotiate terms with major investors.

In addition, we, through our controlling interest in the general partner of the funds, expect to make certain principal investments in our new funds. We expect to use a portion of the proceeds of this offering for that purpose. The kinds of investments made by these funds are generally in relatively high-risk, illiquid assets. Contributing capital to these funds is risky and we may lose some or all of the principal amount of our investments, and because it may take several years before attractive investment opportunities are identified, some or all of the capital committed by us to these funds is likely to be invested in U.S. government securities, other short-term, highly-rated debt securities and money market funds that have traditionally offered investors relatively lower returns until we identify attractive investment opportunities. In addition, the investments in these funds are adjusted for accounting purposes to fair market value at the end of each quarter and our allocable share of these gains or losses will affect our revenue even though such market fluctuations may have no cash impact, which could increase the volatility of our quarterly earnings. It takes a substantial period of time to identify attractive merchant banking opportunities, to raise all the funds needed to make an investment and then to realize the cash value of our investment through resale. Even if a merchant banking investment proves to be profitable, it may be several years or longer before any profits can be realized in cash. While we intend to use a portion of the proceeds from this offering to make merchant banking investments, we do not expect those proceeds to be fully invested for several years. Until those funds are invested, we will invest them in relatively low-yielding investments in government, corporate and money-market securities.

  We face strong competition from far larger firms in part due to a trend toward consolidation

The investment banking industry is intensely competitive and we expect it to remain so. We compete on the basis of a number of factors, including the quality of our advice and service, innovation, reputation and price. We believe we may experience pricing pressures in our areas of operation in the future as some of our competitors seek to obtain market share by reducing prices. We are a small investment bank, with 107 employees (including managing directors) on December 31, 2003 and total revenues of approximately $126.7 million in 2003. Most of our competitors in the investment banking industry have a far greater range of products and services, greater financial and marketing resources, larger customer bases, greater name recognition, more managing directors to serve their clients' needs, greater global reach and more established relationships with their customers than we have. These larger and better capitalized competitors may be better able to respond to changes in the investment banking market, to compete for skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally.

The scale of our competitors has increased in recent years as a result of substantial consolidation among companies in the investment banking industry. In addition, a number of large commercial banks, insurance companies and other broad-based financial services firms have established or acquired financial advisory practices and broker-dealers or have merged with other financial institutions. These firms have the ability to offer a wide range of products, from loans, deposit-taking and insurance to brokerage, asset management and investment banking services, which may enhance their competitive position. They also have the ability to support investment banking with commercial banking, insurance and other financial services revenues in an effort to gain market share, which could result in pricing pressure in our businesses. In particular, the ability to provide financing as well as advisory services has become an important advantage for some of our

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larger competitors, and because we are unable to provide such financing we may be unable to compete for advisory clients in a significant part of the advisory market.

  Greenhill will be controlled by its managing directors whose interests may differ from those of other shareholders

Upon completion of this offering, our managing directors and their affiliated entities will collectively own 83.3% of the total shares of common stock outstanding (or 81.3% if the underwriters' option to purchase additional shares is exercised in full). Assuming an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, Robert F. Greenhill and members of his family will beneficially own 26.4% of our common stock (or 25.7% if the underwriters' option to purchase additional shares is exercised in full) and the other members of our Management Committee will own 43.0% of our common stock (or 42.0% if the underwriters' option to purchase additional shares is exercised in full).

As a result of these shareholdings, the members of our Management Committee initially will be able to elect our entire board of directors, control the management and policies of Greenhill and, in general, determine without the consent of the other shareholders the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of the assets of Greenhill. Our managing directors initially will be able to prevent or cause a change in control of Greenhill.

  Employee misconduct could harm Greenhill and is difficult to detect and deter

There have been a number of highly publicized cases involving fraud or other misconduct by employees in the financial services industry in recent years and we run the risk that employee misconduct could occur at our company. For example, misconduct by employees could involve the improper use or disclosure of confidential information, which could result in regulatory sanctions and serious reputational or financial harm. Our advisory business often requires that we deal with client confidences of the greatest significance to our clients, improper use of which may have a material adverse impact on our clients. Any breach of our clients' confidences as a result of employee misconduct may impair our ability to attract and retain advisory clients. It is not always possible to deter employee misconduct and the precautions we take to detect and prevent this activity may not be effective in all cases.

  We may face damage to our professional reputation and legal liability to our clients and affected third parties if our services are not regarded as satisfactory

As an investment banking firm, we depend to a large extent on our relationships with our clients and our reputation for integrity and high-caliber professional services to attract and retain clients. As a result, if a client is not satisfied with our services, it may be more damaging in our business than in other businesses. Moreover, our role as advisor to our clients on important mergers and acquisitions or restructuring transactions involves complex analysis and the exercise of professional judgment, including rendering "fairness opinions" in connection with mergers and other transactions. Our activities may subject us to the risk of significant legal liabilities to our clients and aggrieved third parties, including shareholders of our clients who could bring securities class actions against us. In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial intermediaries have been increasing. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. Our engagements typically include broad indemnities from our clients and provisions to limit our exposure to legal claims relating to our services, but these provisions may not protect us or may not be enforceable in all cases. As a result, we may incur significant legal expenses in defending against litigation. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which could seriously harm our business prospects.

  We are subject to extensive regulation in the financial services industry

We, as a participant in the financial services industry, are subject to extensive regulation in the United States and elsewhere. We face the risk of significant intervention by regulatory authorities in

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all jurisdictions in which we conduct our business. Among other things, we could be fined, prohibited from engaging in some of our business activities or subject to limitations or conditions on our business activities. In addition, as a result of recent highly publicized financial scandals, the regulatory environment in which we operate may be subject to further regulation. New laws or regulations or changes in the enforcement of existing laws or regulations applicable to our clients may also adversely affect our business.

  Legal restrictions on our clients may reduce the demand for our services

New laws or regulations or changes in enforcement of existing laws or regulations applicable to our clients may also adversely affect our businesses. For example, changes in antitrust enforcement could affect the level of mergers and acquisitions activity and changes in regulation could restrict the activities of our clients and their need for the types of advisory services that we provide to them.

  Our share price may decline due to the large number of shares eligible for future sale

Sales of substantial amounts of common stock by our managing directors and other employees, or the possibility of such sales, may adversely affect the price of the common stock and impede our ability to raise capital through the issuance of equity securities. See "Shares Eligible for Future Sale" for a discussion of possible future sales of common stock.

Upon consummation of this offering, there will be 30,000,000 shares of common stock outstanding (or 30,750,000 shares if the underwriters' option to purchase additional shares is exercised in full). Of these shares, the 5,000,000 shares of common stock sold in this offering (or 5,750,000 shares if the underwriters' option to purchase additional shares is exercised in full) will be freely transferable without restriction or further registration under the Securities Act of 1933. Subject to certain exceptions described under "Shares Eligible for Future Sale", the remaining 25,000,000 shares of common stock may not be sold until five years after the consummation of this offering except in one or more underwritten public offerings approved by our underwritten offering committee which will be named by our board of directors and will initially consist of Robert F. Greenhill (who will chair the committee), Scott L. Bok and Simon A. Borrows. Approval of an underwritten offering by the committee will require approval of either the chair of the committee or the joint approval of the other two members of the committee, provided that in the first year after consummation of this offering the number of shares so sold may not exceed 15% of the shares initially held by our managing directors (and are also subject to the lock-up restrictions imposed by the underwriting agreement for this offering until not less than 180 days nor more than 210 days after the consummation of this offering, unless waived by the representative of the underwriters). Accordingly, Robert Greenhill alone, or Scott Bok and Simon Borrows together, may permit a sale of shares of our common stock that could adversely affect the market price of our common stock. After five years, there will be no remaining contractual restrictions on resale. In addition, 9,220,490 shares of common stock held by Robert F. Greenhill through his affiliated entities, Lord James Blyth and Harvey R. Miller will be subject to the underwriters' lock-up described in "Underwriting" and will be eligible for resale pursuant to Rule 144 after two years. See "Shares Eligible for Future Sale" for a discussion of the shares of common stock that may be sold into the public market in the future.

  Our common stock may trade at prices below the initial public offering price

The price of the common stock after this offering may fluctuate widely, depending upon many factors, including the perceived prospects of Greenhill and the financial services industry in general, differences between our actual financial and operating results and those expected by investors, changes in general economic or market conditions and broad market fluctuations. The common stock may trade at prices significantly below the initial public offering price. Declines in the price of our stock may adversely affect our ability to recruit and retain key employees, including our managing directors.

  The historical and unaudited pro forma consolidated financial information in this prospectus may not permit you to predict our costs of operations

The historical consolidated financial information in this prospectus does not reflect the added costs that we expect to incur as a public company or the resulting changes that have occurred in our

12




capital structure and operations. Because we historically operated through partnerships and limited liability companies prior to our transition to corporate form, we paid little or no taxes on profits and paid limited salaries to our managing directors. In preparing our unaudited pro forma consolidated financial information, we deducted and charged to earnings estimated income taxes based on an estimated tax rate, which may be different from our actual tax rate in the future, and estimated salaries, payroll taxes and benefits for our managing directors. The estimates we used in our unaudited pro forma consolidated financial information may not be similar to our actual experience as a public corporation. For more information on our historical financial statements and unaudited pro forma consolidated financial information, see "Unaudited Pro Forma Consolidated Financial Information" and our historical consolidated financial statements and their notes included elsewhere in this prospectus.

  We may be required to make substantial payments under certain indemnification agreements

In connection with this offering and our conversion to corporate form, we will enter into agreements that provide for the indemnification of our members, managing directors, directors, officers and certain other persons authorized to act on our behalf against certain liabilities of our managing directors relating to the time they were members or partners of Greenhill & Co. Holdings, LLC or its affiliates, and certain tax liabilities of our members that may arise in respect of periods prior to this offering when we operated as a limited liability company. We may be required to make substantial payments under these indemnification agreements, which could adversely affect our financial condition. For more information on our indemnification arrangements, see "Certain Relationships and Related Transactions—Incorporation Transactions", "Certain Relationships and Related Transactions—Managing Director Indemnification" and "Certain Relationships and Related Transactions—Tax Indemnification Agreement and Related Matters".

  You will experience immediate and substantial dilution in the book value of your common stock

The initial public offering price of our common stock will be substantially higher than the pro forma net tangible book value per share of our common stock. Pro forma net tangible book value represents the amount of our tangible assets on a pro forma basis, less our pro forma total liabilities. As a result, we currently expect that you will incur immediate dilution of $12.38 per share based upon an assumed initial public offering price of $15.00 per share. For more information, see "Dilution".

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions "Prospectus Summary", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and in other sections of this prospectus that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "may", "might", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks outlined under "Risk Factors".

These risks are not exhaustive. Other sections of this prospectus may include additional factors which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

Forward-looking statements include, but are not limited to, the following:

•  the discussion of significant growth and profit opportunities for firms like ours in the United States and abroad in "Business—Industry Trends";
•  the statements about (i) our expectation that our total compensation and benefits, including that payable to our managing directors, will not exceed 50% of total revenues in "Summary Consolidated Financial Data", "Selected Consolidated Financial and Other Data", "Unaudited Pro Forma Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of perations—Results of Operations—Operating Expenses" and (ii) our expectation to make certain principal investments and our expectation of revenues from a profit override and from gains on investments of our capital beginning in 2004 in "Prospectus Summary—Principal Sources of Revenue—Merchant Banking Fund Management", "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Merchant Banking Fund Management and Other Revenues" and "Business—Principal Sources of Revenue—Merchant Banking Fund Management";
•  the statement about our expectation of benefits from a sustained increase in M&A volume in "Management's Discussion and Analysis of Financial Condition and Results of Operations— Business Environment";
•  the statement about our expectation of a decline in financial distressed-driven business in 2004 and thereafter in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Financial Advisory Revenues";
•  the statement about our intention to declare quarterly dividends of $0.08 per share on all outstanding shares of common stock under "The Offering" and "Dividend Policy";
•  the statements about our belief that a firm focused on advisory activities can be highly profitable and grow rapidly in "Business—Overview";

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•  the statements about our expectation of a 50% share of profit overrides for investments made by Greenhill Capital Partners beginning in 2004 in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Merchant Banking Fund Management and Other Revenues" and our expectation of a 50% share of profit overrides earned on the third fund to be raised by Barrow Street Capital in "Business—Principal Sources of Revenue—Merchant Banking Fund Management" and "Certain Relationships and Related Transactions—Relationship with Barrow Street Capital";
•  the discussion of our ability to meet liquidity needs without maintaining significant cash balances in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources"; and
•  all the statements in "Business—Strategy" and "Prospectus Summary—Strategy" about our plans, goals, intentions and expectations concerning expanding the depth and breadth of our advisory business, expanding the size of our merchant banking fund management activities, maintaining a balance of activities across geographic regions and increasing the stability of our earnings, and the statement in "Business—Strategy" about our belief that this offering will enhance our profile and recognition as an investment bank and aid our recruiting and business development efforts.

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USE OF PROCEEDS

We will receive net proceeds from this offering of approximately $65.8 million, or approximately $76.2 million if the underwriters exercise their option to purchase additional shares in full, assuming an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated expenses payable in connection with this offering and the related transactions. We expect to use the net proceeds for general corporate purposes, including, but not limited to (i) the repayment of $16.0 million of debt incurred under our $16.0 million unsecured revolving credit facility, (ii) the funding of our existing $20.3 million of commitments to Greenhill Capital Partners, and (iii) the establishment of new merchant banking funds in which we, through our controlling interest in the general partner of the funds, expect to make certain principal investments. We expect our investments in new funds to be made over a period of several years. Pending specific application of the net proceeds, we expect to use the net proceeds to purchase U.S. Government securities, other short-term, highly-rated debt securities and money market funds.

Our $16.0 million unsecured revolving credit facility matures on June 30, 2005, and the interest rate on borrowings under the facility is, at our option, either LIBOR plus 2.5% or the prime rate. Proceeds of the $16.0 million in borrowings have been and will be applied to investments in Greenhill Capital Partners and expansion of our office space in New York.

DIVIDEND POLICY

We currently intend to declare quarterly dividends on all outstanding shares of common stock and expect the quarterly dividend to be approximately $0.08 per share. The first quarterly dividend will be for the second quarter of 2004 and will be prorated for the portion of the second quarter of 2004 subsequent to the closing of this offering.

The declaration of this and any other dividends and, if declared, the amount of any such dividend, will be subject to our actual future earnings and capital requirements and to the discretion of our board of directors, which will include a majority of independent directors who have not yet been appointed. Our board of directors will take into account such matters as general business conditions, our financial results, capital requirements, contractual, legal and regulatory restrictions on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

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DILUTION

The pro forma net tangible book value of Greenhill as of December 31, 2003 was approximately $12.9 million, or approximately $0.52 per share of common stock. Pro forma net tangible book value per share is determined by dividing the pro forma tangible net worth of Greenhill, total pro forma tangible assets less total pro forma liabilities, by the aggregate number of shares of common stock outstanding on a pro forma basis, in each case after giving effect to adjustments for (i) cash distributions to Greenhill's U.S. and U.K. members of $29.5 million of undistributed 2003 earnings and (ii) the merger and related transactions pursuant to which Greenhill & Co., Inc. will succeed to the business of Greenhill & Co. Holdings, LLC, as more fully described in the Unaudited Pro Forma Consolidated Balance Sheet and the notes thereto under "Unaudited Pro Forma Consolidated Financial Information". Prior to the closing of this offering, Greenhill will make a further distribution to its members of any 2004 earnings up to the closing date, including the $15.4 million of earnings, less state and local tax, earned in the first quarter of 2004.

After giving effect to the sale by Greenhill of the 5,000,000 shares of common stock in this offering, at an assumed initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated expenses payable in connection with this offering and the related transactions and the receipt and application of the net proceeds, Greenhill's pro forma net tangible book value as of December 31, 2003 would have been approximately $78.7 million, or approximately $2.62 per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $2.10 per share and an immediate dilution to new investors of $12.38 per share. The following table illustrates this per share dilution:


Assumed initial public offering price per share       $ 15.00  
Pro forma net tangible book value per share as of December 31, 2003 $ 0.52        
Increase in pro forma net tangible book value per share attributable to the sale of common stock in this offering   2.10        
Pro forma net tangible book value per share after this offering         2.62  
Dilution per share to new investors       $ 12.38  

Dilution is determined by subtracting pro forma net tangible book value per share after this offering from the initial public offering price per share.

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2003:

•  on a historical basis;
•  on a pro forma basis after giving effect to adjustments for (i) cash distributions to Greenhill's U.S. and U.K. members of $29.5 million of undistributed 2003 earnings and (ii) the merger and related transactions pursuant to which Greenhill & Co., Inc. will succeed to the business of Greenhill & Co. Holdings, LLC, as more fully described in the Unaudited Pro Forma Consolidated Balance Sheet and the notes thereto under "Unaudited Pro Forma Consolidated Financial Information". Prior to the closing of this offering, Greenhill will make a further distribution to its members of any 2004 earnings up to the closing date, including the $15.4 million of earnings, less state and local tax, earned in the first quarter of 2004; and
•  on a pro forma as adjusted basis to reflect the sale by us of 5,000,000 shares of common stock pursuant to this offering, assuming an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated expenses payable in connection with this offering and the related transactions.

This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Unaudited Pro Forma Consolidated Financial Information" and the consolidated financial statements and notes thereto appearing elsewhere in this prospectus.


  As of December 31, 2003
  Historical Pro Forma Pro Forma
as Adjusted
for this
Offering
  (in thousands, except share and per share data)
Short-term borrowings $ 1,500   $ 1,500   $         — (e) 
Minority interest   10,172      (a)     
Members' equity   32,257      (b)(c)     
 
Stockholders' equity:
Common stock, $0.01 par value per share, 100,000,000 shares authorized, 25,000,000 shares issued and outstanding on a pro forma basis, and 30,000,000 shares issued and outstanding on a pro forma basis as adjusted for this offering       250  (a)(c)(d)    300  
Restricted stock units, 625,000 units issued and outstanding on a pro forma basis as adjusted for this offering           (f) 
Additional paid-in capital       17,509  (a)(c)(d)    83,209  
Accumulated deficit       (4,820 )(b)(d)    (4,820
Total minority interest, members' equity and stockholders' equity $ 42,429   $ 12,939   $ 78,689  
Total capitalization $ 43,929   $ 14,439   $ 78,689  
(a) Pro forma minority interest reflects the payment of a $10.2 million cash distribution in respect of our U.K. members' partnership interests in our controlled U.K. affiliate, Greenhill & Co. International LLP, or GCI, in the first quarter of 2004. Prior to the consummation of this offering, our managing directors who were the partners in GCI will exchange their ownership interests in GCI, through a series of consecutive exchanges, for equity interests in Greenhill & Co., Inc. immediately following the merger of Greenhill & Co. Holdings, LLC into Greenhill & Co., Inc. As

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more fully described in Note 2 to the consolidated financial statements appearing elsewhere in this prospectus, our U.S. and European members operated under common governance and economic participation arrangements, and as such, the exchange is reflected at book value.
(b) Historical members' equity reflects contributed capital of $17.8 million, undistributed 2003 earnings of $19.3 million, and an accumulated deficit of $4.8 million. The accumulated deficit represents distributions to members with respect to prior periods in excess of book income for those periods. This deficit arose because, prior to January 1, 2002, Greenhill distributed earnings to its members based on their allocable share of taxable income, which exceeded book income in some periods. Pro forma members' equity reflects an adjustment for a $19.3 million cash distribution made to our U.S. members in the first quarter of 2004, as well as the adjustments described in note (d).
(c) Reflects an adjustment for the issuance of 25,000,000 shares of common stock to our members in exchange for their respective interests in Greenhill & Co. Holdings, LLC in the merger of Greenhill & Co. Holdings, LLC into Greenhill & Co., Inc. and, after a series of intermediate exchanges, their respective interests in GCI.
(d) Reflects the contribution to Greenhill & Co., Inc. prior to the consummation of this offering and after the cash distribution described in note (b) of our original contributed capital of $17.8 million and an accumulated deficit of $4.8 million.
(e) Reflects an adjustment for repayment of $1.5 million under our revolving credit facility with a portion of the proceeds of this offering. We anticipate the outstanding balance under our revolving credit facility to be $16.0 million at the time of this offering, all of which will be repaid with a portion of the proceeds from this offering.
(f) Reflects the issuance by us of 625,000 restricted stock units to employees at the initial public offering price at the time of this offering which will vest over five years.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Because Greenhill has been a limited liability company, payments for services rendered by our managing directors generally have been accounted for as distributions of members' capital (or, in the case of our European managing directors who were partners of Greenhill & Co. International LLP, minority interest) rather than compensation expense. As a result, our compensation and benefits expense has not reflected a large portion of payments for services rendered by our managing directors and therefore understates the expected operating costs to be incurred by us after this offering. Following this offering, we expect that our total compensation and benefits, including that payable to our managing directors, will not exceed 50% of total revenues each year (although we retain the ability to change this policy in the future).

Likewise, as a limited liability company, Greenhill was not subject to U.S. federal or state income taxes, and our controlled U.K. affiliate, Greenhill & Co. International LLP, as a limited liability partnership for 2002 and 2003, was not generally subject to U.K. income taxes. However, Greenhill was subject to New York City Unincorporated Business Tax on its U.S. earnings, which will no longer be applicable to it following its conversion to corporate form. As a result, Greenhill's reported tax expense understates the level of taxes to be paid by us after this offering.

In order to reflect our expected post-offering compensation, tax, minority interest and equity structure, the Unaudited Pro Forma Consolidated Financial Information gives effect to the following items:

•  the incorporation transactions and the related transactions described under "Certain Relationships and Related Transactions—Incorporation Transactions";
•  total compensation and benefits expenses equivalent to 50% of our total revenues;
•  the provision for corporate income taxes at a 42.0% effective rate;
•  the elimination of minority interests, which represents the membership interests in Greenhill & Co. International LLP held directly by our managing directors based in Europe; and
•  cash distribution of pre-incorporation profits to our members.

These items are collectively referred to as the "Pro Forma Adjustments". In addition, the Unaudited Pro Forma Consolidated Balance Sheet Information gives effect to the proceeds from this offering.

The Pro Forma Adjustments are based upon available information and certain assumptions that management believes are reasonable. The Unaudited Pro Forma Consolidated Financial Information and accompanying notes should be read in conjunction with the consolidated financial statements and related notes.

The following Unaudited Pro Forma Consolidated Financial Information is based upon the historical consolidated financial statements of Greenhill. The Unaudited Pro Forma Consolidated Statement of Income Information for the year ended December 31, 2003 was prepared as if the incorporation transactions and the related transactions described under "Certain Relationships and Related Transactions—Incorporation Transactions" and this offering had taken place on January 1, 2003 but does not give effect to any application of the proceeds of this offering. The Unaudited Pro Forma Balance Sheet Information was prepared as if those transactions had occurred as of December 31, 2003. As permitted by the rules and regulations of the Securities and Exchange Commission, the Unaudited Pro Forma Consolidated Financial Information is presented on a condensed basis.

The Unaudited Pro Forma Consolidated Financial Information presented is not necessarily indicative of the results of operations or financial position that might have occurred had the Pro Forma Adjustments actually taken place as of the dates specified, or that may be expected to occur in the future.

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Unaudited Pro Forma Consolidated Statement of Income Information


  Year Ended December 31, 2003
  Historical Pro Forma
Adjustments
Pro Forma Adjustment
for this
Offering
Pro Forma
as Adjusted
for this
Offering
  (in thousands, except per share data)
Total Revenues $ 126,679   $   $ 126,679   $   $ 126,679  
Compensation and benefits   27,094     36,246 (a)    63,340           63,340  
Other expenses   18,924         18,924           18,924  
Total expenses   46,018     36,246     82,264         82,264  
Income before tax and minority interest   80,661     (36,246   44,415           44,415  
Minority interest in net income of subsidiary   32,223     (32,223 )(b)                           
Income before tax   48,438     (4,023   44,415         44,415  
Local tax expense and foreign income tax expense, net   3,038     15,616 (c)    18,654           18,654  
Net income $ 45,400   $ (19,639 $ 25,761   $     —   $ 25,761  
Shares outstanding:
Basic               25,144 (d)(e)    5,000 (f)    30,144  
Diluted               25,144 (d)(e)    5,000 (f)    30,144  
Net income per share:
Basic             $ 1.02         $ 0.85  
Diluted               1.02           0.85  

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

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Unaudited Pro Forma Consolidated Balance Sheet Information


  As of December 31, 2003
  Historical Pro Forma
Adjustments
Pro Forma Adjustment
for This
Offering
Pro Forma
as Adjusted
for This
Offering
  (in thousands, except per share data)
Cash and cash equivalents $ 26,599   $ (26,599) (g)  $   $ 64,250 (j)  $ 64,250  
Other assets   34,039     (2,891 )(g)    31,148           31,148  
Total assets $ 60,638   $ (29,490 $ 31,148   $ 64,250   $ 95,398  
Compensation payable $ 11,899   $   $ 11,899   $   $ 11,899  
Other liabilities   6,310           6,310     (1,500 )(j)    4,810  
Total liabilities   18,209           18,209     (1,500   16,709  
Minority interest   10,172     (10,172 )(b)             
Members' equity   32,257     (32,257 )(h)             
Common stock, par value $0.01 per share         250 (b)(d)(i)    250     50 (f)    300  
Restricted stock units              
Additional paid-in capital         17,509 (b)(d)(i)    17,509     65,700 (f)(j)    83,209  
Accumulated deficit         (4,820 )(h)(i)    (4,820         (4,820
Total stockholders' equity       12,939     12,939     65,750     78,689  
Total liabilities, minority interest, members' equity and stockholders' equity $ 60,638   $ (29,490 $ 31,148   $ 64,250   $ 95,398  
Book value per share             $ 0.52         $ 2.62  

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The Unaudited Pro Forma Consolidated Financial Information assumes an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus.

(a)  Because Greenhill has been a limited liability company, payments for services rendered by our managing directors generally have been accounted for as distributions of members' capital rather than as compensation expense. As a corporation, we will include all payments for services rendered by our managing directors in compensation and benefits expense.

Compensation and benefits expense after our conversion to corporate form will consist of cash compensation and non-cash compensation related to the restricted stock units awarded to employees at the time of this offering as well as any additional restricted stock units awarded in the future. It is our policy that our total compensation and benefits, including that payable to our managing directors, will not exceed 50% of total revenues each year (although we retain the ability to change this policy in the future). This policy will be acknowledged by each of our managing directors in the Reorganization Agreement and Plan of Merger pursuant to which we will succeed to the business of Greenhill & Co. Holdings, LLC upon the consummation of this offering. An adjustment has been made to record total compensation and benefits expense at 50% of total revenues, which includes the effect on compensation and benefits expense of any restricted stock units.

The restricted stock units issued to employees at the time of this offering will vest over five years. To the extent any additional restricted stock units are awarded as part of annual compensation, we expect they will also vest over five years. In accordance with the fair value method prescribed by SFAS No. 123, "Accounting for Stock-Based Compensation", the restricted stock units with future service requirements will be recorded as compensation expense over the five-year service period following the date of grant. There will be no unearned compensation resulting upon the issuance of the restricted stock units. As the awards are expensed by Greenhill, the restricted stock units will be recorded as equity. The expected compensation expense will be based on a graded vesting schedule, which attributes a higher percentage of the total compensation cost to the earlier years than to the later years of service. As such, Greenhill expects to record this expense over the five year service period as follows: 46%, 26%, 16%, 9% and 4% in years one, two, three, four and five, respectively.

(b)  Pro forma minority interest reflects the payment of a cash distribution of $10.2 million in respect of our U.K. members' partnership interests in our controlled U.K. affiliate, Greenhill & Co. International LLP, or GCI, in the first quarter of 2004. Prior to the consummation of this offering, our managing directors who were the partners in GCI will exchange their ownership interests in GCI, through a series of consecutive exchanges, for equity interests in Greenhill & Co., Inc. immediately following the merger of Greenhill & Co. Holdings, LLC into Greenhill & Co., Inc. As more fully described in Note 2 to the consolidated financial statements appearing elsewhere in this prospectus, our U.S. and European members operated under common governance and economic participation arrangements, and as such, the exchange is reflected at book value.
(c)  As a limited liability company, we were generally not subject to income taxes except in foreign and local jurisdictions. An adjustment has been made to increase our effective tax rate to 42.0%, reflecting assumed federal, foreign, state and local income taxes.
(d)  Reflects an adjustment for the issuance of 25,000,000 shares of common stock to our members in exchange for their respective interests in Greenhill & Co. Holdings, LLC in the merger of Greenhill & Co. Holdings, LLC into Greenhill & Co., Inc. and, after a series of intermediate exchanges, their respective interests in GCI.
(e)  For purposes of the pro forma earnings per share calculation, the weighted average shares outstanding, basic and diluted, were calculated after giving effect to the restricted stock units awarded to employees at the time of this offering.
(f)  Reflects the sale by us of 5,000,000 shares of common stock pursuant to this offering.

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(g)  Reflects an adjustment for cash distributions to our U.S. and U.K. members in 2004 of $29.5 million of undistributed earnings. The distributions were funded with available cash, including from the collection of $2.9 million of accounts receivables outstanding as of December 31, 2003.
(h)  Historical members' equity reflects contributed capital of $17.8 million, undistributed 2003 earnings of $19.3 million, and an accumulated deficit of $4.8 million. The accumulated deficit represents distributions to members with respect to prior periods in excess of book income for those periods. This deficit arose because, prior to January 1, 2002, Greenhill distributed earnings to its members based on their allocable share of taxable income, which exceeded book income in some periods. Pro forma members' equity reflects an adjustment for a $19.3 million cash distribution made to our U.S. members in the first quarter of 2004, as well as the adjustments described in note (i).
(i)  Reflects the contribution to Greenhill & Co., Inc. prior to the consummation of this offering and after the cash distribution described in note (h) of our original contributed capital of $17.8 million and accumulated deficit of $4.8 million.
(j)  Reflects net proceeds from this offering, assuming an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, less underwriting discounts and commissions, estimated expenses payable in connection with this offering and the related transactions and repayment of $1.5 million under our revolving credit facility. The outstanding balance under our revolving credit facility as of the date of this preliminary prospectus is $16.0 million, all of which will be repaid with a portion of the proceeds from this offering.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data of Greenhill & Co. Holdings, LLC should be read in conjunction with, and are qualified by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Unaudited Pro Forma Consolidated Financial Information" and the consolidated financial statements and notes thereto included elsewhere in this prospectus. The selected consolidated statement of income data for the years ended December 31, 2001, 2002, and 2003 and the selected consolidated balance sheet data as of December 31, 2002 and 2003 are derived from, and qualified by reference to, the audited consolidated financial statements of Greenhill & Co. Holdings, LLC included elsewhere in this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto.

The selected consolidated statement of income data for the years ended December 31, 1999 and 2000 and the selected consolidated balance sheet data as of December 31, 1999, 2000 and 2001 have been derived from audited consolidated financial statements of Greenhill not included in this prospectus.

The unaudited pro forma data set forth below for the year ended December 31, 2003 have been derived from the pro forma data set forth in "Unaudited Pro Forma Consolidated Financial Information" included elsewhere in this prospectus. The unaudited pro forma data for the periods prior to 2003 have been calculated based on assumptions consistent to those used for the 2003 unaudited pro forma consolidated financial information. Because our historical earnings do not fully reflect our managing director compensation or reflect the level of taxes that we expect to pay as a corporation and include minority interests that will be eliminated following our conversion to corporate form, we believe that inclusion of this pro forma data is important to provide an accurate depiction of our business. A reconciliation of pro forma data to historical financial information follows this table.


  As of or for Year Ended December 31,
  1999 2000 2001 2002 2003
  (in thousands, except share and number of employee data)
Statement of Income Data:
Total Revenues $ 85,670   $ 111,476   $ 99,964   $ 112,608   $ 126,679  
    % Change from Prior Year       30.1   (10.3 )%    12.6   12.5
Compensation and Benefits(a)   34,075     48,295     46,428     19,476     27,094  
Other Expenses   11,407     14,657     18,739     17,319     18,924  
Income Before Tax & Minority Interest(a)(b)   40,188     48,524     34,797     75,813     80,661  
Net Income(a)(b)   36,396     45,520     34,984     57,817     45,400  
Balance Sheet Data:
Total Assets(c) $ 59,174   $ 57,490   $ 90,327   $ 63,794   $ 60,638  
Total Liabilities   22,593     23,604     38,230     14,363     18,209  
Minority Interest(b)               7,758     10,172  
Members' Equity(b)(c)   36,581     33,886     52,097     41,673     32,257  
Pro Forma Data (unaudited):
Pro Forma Income Before Tax(d). $ 31,428   $ 41,080   $ 31,243   $ 38,985   $ 44,415  
Pro Forma Net Income(e)   18,228     23,826     18,121     22,611     25,761  
% Change from Prior Year       30.7   (23.9 )%    24.8   13.9
Pro Forma Diluted Net Income Per
Share (f)
                $ 1.02  
Pro Forma Diluted Net Income Per Share as Adjusted for This Offering(g)                   0.85  
Pro Forma Diluted Common Shares as Adjusted for This Offering(g)                   30,144  
Pro Forma Stockholders' Equity as Adjusted for This Offering(h)                   78,689  

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  As of or for Year Ended December 31,
  1999 2000 2001 2002 2003
  (in thousands, except share and number of employee data)
Selected Data and Ratios (unaudited):
Income Before Tax & Minority Interest as a Percentage of Revenues   46.9   43.5   34.8   67.3   63.7
Revenues Per Employee(i)   1,632     1,742     1,212     1,155     1,201  
Employees(j):
United States   42     48     52     64     63  
Europe   12     26     39     40     44  
Total Employees   54     74     91     104     107  
(a) Because we have been a limited liability company, payments for services rendered by our managing directors generally have been accounted for as distributions of members' capital (or, in the case of our European managing directors who were partners of Greenhill & Co. International LLP, our controlled U.K. affiliate, as minority interest) rather than as compensation expense. Compensation expense in 1999, 2000, 2001, 2002 and 2003, however, included compensation paid to certain managing directors and managing director equivalents of Greenhill of $18.8 million, $27.3 million, $25.5 million, $1.4 million and $5.0 million, respectively. As a result, our pre-tax earnings and compensation and benefits expense have not reflected most payments for services rendered by our managing directors. Accordingly, pre-tax earnings understate the expected operating costs to be incurred by us after this offering. As a corporation, we will include all payments for services rendered by our managing directors in compensation and benefits expense. We expect that our total compensation and benefits, including that payable to our managing directors, will not exceed 50% of total revenues. Because our historical earnings are not indicative of what we expect our managing director compensation expense to be following our conversion to corporate form, we believe the inclusion of such pro forma data is important to provide an accurate depiction of the pro forma financial results of our business after the consummation of this offering.
(b) Effective January 1, 2002, our European managing directors have held partnership interests in Greenhill & Co. International LLP, which were accounted for as minority interests, and any earnings allocable to such partners were excluded from consolidated earnings and members' equity. In conjunction with this offering, the partners of Greenhill & Co. International LLP will exchange their partnership interests in Greenhill & Co. International LLP through a series of consecutive exchanges for equity interests in Greenhill.
(c) Cash distributions to our members generally have been made shortly after the end of each calendar quarter. Therefore, after such distributions of cash to our members, total assets and members' equity have decreased significantly at the beginning of each subsequent quarter but gradually increased thereafter until quarter end as a result of booking additional financial advisory fees receivable.
(d) Historical income before tax has been adjusted to reflect (i) compensation and benefits on a pro forma basis equal to 50% of total revenues and (ii) the elimination on a pro forma basis of minority interests held by the European managing directors in our controlled U.K. affiliate, Greenhill & Co. International LLP. In conjunction with this offering, the interests held in Greenhill & Co. International LLP will be exchanged through a series of consecutive exchanges for equity interests in Greenhill. See "Unaudited Pro Forma Consolidated Financial Information" for more information on how these amounts were calculated with respect to 2003.
(e) Historical net income has been adjusted as set forth in note (d) and by increasing our effective tax rate on a pro forma basis to 42.0% to reflect the federal, foreign, state and local taxes we expect to pay as a corporation. See "Unaudited Pro Forma Consolidated Financial Information" for more information on how these amounts were calculated with respect to 2003.

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(f) Calculated based on weighted average diluted shares outstanding after giving effect to the Pro Forma Adjustments. See "Unaudited Pro Forma Consolidated Financial Information" for more information on how these amounts were calculated with respect to 2003.
(g) Calculated based on weighted average diluted shares outstanding after giving effect to the Pro Forma Adjustments and as adjusted to reflect the issuance of 5,000,000 shares of common stock pursuant to this offering and the issuance of 625,000 restricted stock units at the time of this offering, assuming an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus. See "Unaudited Pro Forma Consolidated Financial Information".
(h) Historical members' equity, adjusted to reflect the exchange of ownership interests in Greenhill & Co. International LLP for equity interests in Greenhill, a cash distribution to our members of undistributed earnings at December 31, 2003 and the issuance of shares in this offering and the related grant of restricted stock units to employees. See "Unaudited Pro Forma Consolidated Financial Information".
(i) Total revenues divided by average number of employees and managing directors in each period.
(j) Includes our managing directors.

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Reconciliation of Unaudited Pro Forma Data to
Historical Financial Information

The following table reconciles unaudited Pro Forma Income Before Tax to Income Before Tax & Minority Interest. See "Unaudited Pro Forma Consolidated Financial Information" for more information on the assumptions underlying these calculations with respect to 2003. The pro forma data for 1999, 2000, 2001 and 2002 are based on consistent assumptions.


  For Year Ended December 31,
  1999 2000 2001 2002 2003
  (in thousands)
Income Before Tax and Minority Interest $ 40,188   $ 48,524   $ 34,797   $ 75,813   $ 80,661  
Add back (deduct):
Historical Compensation and Benefits   34,075     48,295     46,428     19,476     27,094  
Pro Forma Compensation and Benefits   (42,835   (55,739   (49,982   (56,304   (63,340
Pro Forma Income Before Tax $ 31,428   $ 41,080   $ 31,243   $ 38,985   $ 44,415  

The following table reconciles unaudited Pro Forma Net Income to Net Income:


  For Year Ended December 31,
  1999 2000 2001 2002 2003
  (in thousands)
Net Income $ 36,396   $ 45,520   $ 34,984   $ 57,817   $ 45,400  
Add back (deduct):
Historical Compensation and Benefits   34,075     48,295     46,428     19,476     27,094  
Pro Forma Compensation and Benefits   (42,835   (55,739   (49,982   (56,304   (63,340
Minority Interest               17,649     32,223  
Historical Taxes   3,792     3,004     (187   347     3,038  
Pro Forma Taxes   (13,200   (17,254   (13,122   (16,374   (18,654
Pro Forma Net Income $ 18,228   $ 23,826   $ 18,121   $ 22,611   $ 25,761  

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ significantly from those projected in such forward-looking statements due to a number of factors, including those set forth in the section entitled "Risk Factors" and elsewhere in this prospectus.

Greenhill is an independent investment banking firm that provides financial advisory and merchant banking fund management services. We act for clients located throughout the world and have offices in New York, London and Frankfurt. Our activities constitute a single business segment, with two principal sources of revenue:

•  Financial Advisory, which includes advice on mergers, acquisitions, restructurings and similar corporate finance matters and accounted for 95.8% and 95.4% of our revenues in 2003 and 2002, respectively; and
•  Merchant Banking Fund Management, which currently consists primarily of management of Greenhill's private equity funds, Greenhill Capital Partners, and principal investments by Greenhill in those funds.

The dominant source of our revenues is the Financial Advisory business and we expect it to remain so for the near to medium term. The main driver of the Financial Advisory business is overall mergers and acquisitions, or M&A, and restructuring volume, particularly in the industry sectors and geographic markets in which we focus. In addition, new managing director hires add incrementally to our revenue and income growth potential.

Business Environment

Economic and market conditions can significantly affect our financial performance. From the time Greenhill was founded in 1996 as a U.S.-based advisor on mergers and acquisitions through 2000, there was consistent and substantial growth in U.S. and global M&A activity. Worldwide completed M&A transactions grew from $1,090 billion in 1996 to $3,712 billion in 2000.

Beginning in 2001, global completed M&A volume began to decline significantly, falling 68.4% from $3,712 billion in 2000 to $1,174 billion in 2003. Advisory fees earned from M&A and other assignments by financial advisors with whom we compete declined similarly. According to filings with the Securities and Exchange Commission, advisory fees earned by Goldman Sachs, Lehman Brothers, Merrill Lynch and Morgan Stanley, four leading advisory firms, declined 59.5% from an aggregate of $6.9 billion in 2000 to $2.8 billion in 2003.

While the significant decline in M&A volume from 2000 to 2003 slowed growth of our revenues, we were nonetheless able to increase advisory revenue in this period by taking three actions designed to counteract the effects of the decline: (i) we recruited senior professionals experienced in financial restructuring so that we could better provide restructuring advice to companies in financial distress and those who wish to acquire such companies or their assets; (ii) we selectively recruited additional senior professionals with M&A experience in certain industries in order to grow our market share in transactions in such industries; and (iii) we sought to take advantage of what we believe to be increased demand for advice from independent firms arising from the occurrence of actual and apparent conflicts of interest between large, diversified financial institutions and their clients.

Recently, global M&A volume has increased and restructuring activity has begun to decline. In the fourth quarter of 2003, global volume of announced M&A transactions was $431.5 billion, compared to $352.3 billion in the same quarter in 2002, a 22.5% increase. In the first two months of 2004, global M&A volume of announced transactions was $410.4 billion, compared to $172.9 billion in the prior year, a 137.4% increase. We expect that we will benefit from any sustained increase in M&A volume, but our growth could be constrained by the relatively small size of our firm and we may

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not grow as rapidly as our principal competitors. In addition, some of the benefits we expect to experience in connection with the recent increase in M&A volume will be partially offset by the current decline in restructuring activity.

Results of Operations

The following tables set forth data relating to Greenhill's sources of revenue:

Revenue by Principal Source of Revenue


  For the Year Ended December 31,
  1999 2000 2001 2002 2003
  (in thousands)
Financial Advisory $ 84,839   $ 106,949   $ 95,300   $ 107,455   $ 121,334  
Merchant Banking Fund Management & Other   831     4,527     4,664     5,153     5,345  
Total Revenues   85,670     111,476     99,964     112,608     126,679  

Financial Advisory Revenue by Client Location(a)


  For the Year Ended December 31,
  1999 2000 2001 2002 2003
United States   48.7   34.7   41.4   61.2   47.8
Europe   51.3   62.0   52.7   31.2   44.0
Latin America & Other   0.0   3.3   5.9   7.6   8.2
(a) The allocation of revenue in this table differs from that in Note 12 to our consolidated financial statements appearing elsewhere in this prospectus, which allocates revenue by location of the principal Greenhill office generating revenue.

Financial Advisory Revenue by Industry


  For the Year Ended December 31,
  1999 2000 2001 2002 2003
Communications & Media   21.3   45.5   20.4   26.1   24.1
Consumer Goods & Retail   13.3   7.4   34.1   15.4   26.1
Financial Services   32.4   21.7   11.2   12.8   15.0
Technology   20.1   12.2   11.2   6.6   7.1
Energy & Utilities   3.8   3.0   0.8   6.1   9.3
Lodging & Leisure   3.4   3.1   5.4   2.5   0.6
General Industrial & Other(a)   5.7   7.1   16.9   30.5   17.8
(a) This category reflects transactions in various industries, including chemicals, transportation, steel, paper products and medical products, none of which individually has historically provided significant revenues on a consistent basis.

Financial Advisory Revenues

We operate in a highly competitive environment where there are no long-term contracted sources of revenue, and each revenue-generating engagement, which typically relates to only one potential transaction, is separately awarded and negotiated. Our list of clients, and our list of clients with whom there is a currently active revenue-generating engagement, changes continually. We gain new clients each year through our business development initiatives, through recruiting additional senior investment banking professionals who bring with them client relationships and through referrals from directors, attorneys and other parties with whom we have relationships. At the same time, we lose clients each year as a result of the sale or merger of a client, a change in a client's senior management, competition from other investment banks and other causes.

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We earn a majority of our Financial Advisory revenue from completion fees that are dependent on the successful completion of a merger, acquisition, restructuring or similar transaction. A transaction can fail to be completed for many reasons, including failure to agree upon final terms with the counterparty, failure to secure necessary board or shareholder approvals, failure to secure necessary financing and failure to achieve necessary regulatory approvals. In certain client engagements, often those involving financially distressed companies, we earn a significant portion of our revenue in the form of retainers and similar fees that are contractually agreed upon with each client for each assignment but are not necessarily linked to the end result.

We do not allocate our Financial Advisory revenue by type of advice rendered (M&A, restructuring or other) because of the complexity of the assignments for which we earn revenue. For example, a restructuring assignment can involve, and in some cases end successfully in, a sale of all or part of the financially distressed client. Likewise, an acquisition assignment can relate to a financially distressed target involved in or considering a restructuring. Finally, an M&A assignment can be received from a relationship that derives from a prior restructuring assignment, and vice versa.

2003 versus 2002 .    We earned Financial Advisory revenues of $121.3 million in 2003, an increase of 12.9% compared to 2002. At the same time, worldwide completed M&A volume for all corporations decreased by 12.5%, from $1,341 billion to $1,174 billion, and aggregate advisory revenues reported by Goldman Sachs, Lehman Brothers, Merrill Lynch and Morgan Stanley declined by 22.2%, from $3.6 billion to $2.8 billion. The increase in our Financial Advisory revenues reflected our business development efforts and continued high levels of M&A and restructuring transactions involving financially distressed companies, which was the principal driver of our Financial Advisory revenues in 2002 and 2003. We expect that the volume of financial distress-driven business will decline in 2004 and thereafter.

Prominent advisory assignments completed in 2003 include: the restructuring of AT&T Canada Inc.; the restructuring and sale of assets of Bethlehem Steel Corporation; the sale of Debenhams plc to a consortium of private equity investors; the sale of certain assets of Electronic Data Systems Corporation to Fiserv Inc.; and the sale of Wella AG to The Procter & Gamble Company.

We earned advisory revenue from 39 different clients in 2003, compared to 43 in 2002; 18 of those clients did not produce any 2002 revenue. We earned $1 million or more from 31 of those clients in 2003, compared to 30 in 2002. In 2003, the ten largest fee-paying clients constituted 55.0% of our total revenue, and none of those ten clients had in any prior year been among our ten largest fee-paying clients. We had one client in 2003 that individually constituted more than 10% of total revenue, and this client accounted for 17.3% of total revenue. Our revenues in 2003 attributable to this client related to an engagement that was singular in nature, like all of our other advisory engagements.

2002 versus 2001 .    We earned Financial Advisory revenues of $107.5 million in 2002, an increase of 12.8% compared to 2001. At the same time, worldwide completed M&A volume for all corporations declined by 38.6%, from $2,183 billion to $1,341 billion, and aggregate advisory revenues reported by Goldman Sachs, Lehman Brothers, Merrill Lynch and Morgan Stanley declined by 30.8%, from $5.2 billion to $3.6 billion. The increase in Financial Advisory revenue in 2002 was principally due to an increase of $15.9 million in advisory retainer fees.

Prominent advisory assignments completed in 2002 include: the sale by Diageo plc of Burger King Corporation; the restructuring and sale of Pegaso Telecommunicaciones to Telefonica Moviles SA; the restructuring and sale of assets of Sterling Chemicals Inc.; the acquisition by Tesco plc of T&S Stores plc; and the merger of Westvaco Corporation with Mead Corporation.

We earned advisory revenue from 43 different clients in 2002, compared to 33 in 2001. We earned $1 million or more from 30 of those clients in 2002, compared to 18 in 2001. In 2002, the ten largest fee-paying clients constituted 55.7% of our total revenue, and four of those ten clients had in a prior year been among our ten largest fee-paying clients. We had no clients that individually constituted more than 10% of total revenue.

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Merchant Banking Fund Management and Other Revenues

Our Merchant Banking Fund Management activities currently consist primarily of management of Greenhill's private equity funds, Greenhill Capital Partners, and principal investments by Greenhill in Greenhill Capital Partners. Until recently, our investments in Greenhill Capital Partners generally were made only by our members and other professionals for their own accounts. In October 2003, we began to make principal investments in material amounts through Greenhill & Co. Holdings, LLC. Our Merchant Banking Fund Management activities historically have generated revenue almost entirely from fees earned for our management of Greenhill Capital Partners, which are calculated as a percentage of funds under management. Beginning in 2004, we expect that Merchant Banking Fund Management will also generate modest revenues from our small portion of the override of the profits over a specified threshold earned on pre-2004 investments managed on behalf of outside investors. We also expect to receive income from gains on investments of our capital in Greenhill Capital Partners, and any other principal activities. While we do not intend to participate as a limited partner in any future funds, we expect to use a portion of the proceeds of this offering to make certain principal investments in connection with our role as the controlling member of the general partner of those funds. Any losses on a fund's investments will offset any gains in that fund and reduce our Merchant Banking Fund Management revenues accordingly.

We began earning asset management fees in 2000 when we formed Greenhill Capital Partners and raised a group of funds with $424 million of investment commitments. Of that amount, 20.0% was from members and other professionals of Greenhill and does not bear management fees, and 80.0% was from outside investors and does bear management fees (typically between 1.25% and 1.50% of committed capital). Effective in 2003, the portion bearing management fees declined to 76.5% as a result of our purchase of certain outside investors' interests. Beginning July 1, 2005, which is the fifth anniversary of the establishment of the funds and the end of the commitment period, management fees on the outside investors' portion of the fund will be 1.0% of invested capital.

We had not earned any profit override as of December 31, 2003. Participation in profit overrides, calculated as a percentage (typically 20%) of the profits over a specified threshold (typically 8%) earned by outside investors in investments by Greenhill Capital Partners, historically has been assigned principally to managing directors of Greenhill, and any profit override ultimately realized in relation to such investments will be paid directly to such individuals. For investments made by Greenhill Capital Partners beginning in 2004, one-half of the profit override will be assigned to Greenhill, with the remainder to be allocated directly to individuals at Greenhill involved in managing those funds. The amount of profit override earned by Greenhill in the future will depend on the profits (if any) ultimately generated on the portion of investments made by our funds in 2004 and thereafter that are attributable to outside investors.

Prior to 2003, commitments to Greenhill Capital Partners were made by individual members and other professionals of Greenhill in their personal capacity rather than by Greenhill itself, and Greenhill had no investments in (or gains or losses from) such funds. In late 2003, we began to invest as principal alongside our outside investors, and as of March 31, 2004, we had made a total of $9.1 million of principal investments in, and $20.3 million of commitments to, Greenhill Capital Partners. Our principal investments and commitments represent approximately 13.5% of total outstanding fund commitments, reducing the portion of total outstanding fund commitments from outside investors (including Managing Directors and employees) to approximately 86.5%. See "Business—Principal Sources of Revenue—Merchant Banking Fund Management". As a result of our principal investments made to date, as well as investments to be made in future merchant banking funds that we expect to establish and fund with a portion of the proceeds of this offering, we expect to receive income from gains on such investments in future periods. No assurances can be given, however, that such gains will be realized.

In addition to our Merchant Banking Fund Management activities in connection with Greenhill Capital Partners, we have invested in and have an ongoing relationship with Barrow Street Capital, LLC, or Barrow Street Capital, a limited liability company that manages two real estate merchant

32




banking funds. One of the two managing principals of Barrow Street Capital is Robert F. Greenhill, Jr., son of Robert F. Greenhill, Chairman and Chief Executive Officer of Greenhill. For a further discussion of our relationship with Barrow Street Capital, see "Certain Relationships and Related Transactions—Relationship with Barrow Street Capital".

2003 versus 2002 .    Greenhill had $5.3 million of Merchant Banking Fund Management and Other revenues in 2003 and $5.2 million of such revenues in 2002. These revenues were principally comprised of asset management fees earned from Greenhill Capital Partners of $5.0 million and $4.7 million in 2003 and 2002, respectively. In addition, Greenhill earned $0.4 million from its investment in Barrow Street Capital as compared to $0.1 million in 2002. This gain in 2003 was offset by a $0.4 million loss on Greenhill's investment in Greenhill Capital Partners. The remainder of our Merchant Banking Fund Management and Other revenue primarily reflects interest income.

2002 versus 2001 .    Greenhill had $5.2 million of Merchant Banking Fund Management and Other revenues in 2002 and $4.7 million of such revenues in 2001. These revenues were principally comprised of asset management fees earned from Greenhill Capital Partners of $4.7 million in both 2002 and 2001. In addition, Greenhill earned $0.1 million from its investment in Barrow Street Capital in 2002 as compared to a loss of $0.6 million in 2001. The remainder of our Merchant Banking Fund Management and Other revenue primarily reflects interest income.

Operating Expenses

The principal component of Greenhill's operating expenses is compensation and benefits expense. Because we have been a limited liability company, payments for services rendered by our managing directors generally have been accounted for as distributions of members' capital or minority interest expense rather than as compensation expense. As a result, our historical compensation and benefits expense has not reflected a large portion of payments for services rendered by our managing directors and therefore understates the expected operating costs to be incurred by us after this offering. As a corporation, we will include all payments for services rendered by our managing directors in compensation and benefits expense. We expect that our total compensation and benefits, including that payable to our managing directors, will not exceed 50% of total revenues each year (although we retain the ability to change this policy in the future). See "Unaudited Pro Forma Consolidated Financial Information".

Operating expenses apart from compensation have been modest in proportion to revenues, as a result of the relatively small number of staff and related costs (including travel, office space, communications, depreciation and professional services) that Greenhill bears. A portion of certain costs are reimbursed by clients under the terms of client engagements. In addition, Barrow Street Capital reimburses us for certain occupancy related costs, health care premiums and other costs incurred by us.

The following table sets forth information relating to our operating expenses, which are reported net of reimbursements, and number of employees:

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Operating Expenses and Employees


  Year Ended December 31,
  1999 2000 2001 2002 2003
  (in thousands, except employee data)
Number of Employees and Managing Directors at Year End   54     74     91     104     107  
Compensation & Benefit Expense:
Employee Compensation & Benefits $ 15,314   $ 21,035   $ 20,935   $ 18,085   $ 22,089  
Managing Director Compensation(a)   18,761     27,260     25,493     1,391     5,005  
Total Compensation & Benefit Expense   34,075     48,295     46,428     19,476     27,094  
% of Revenues   39.8   43.3   46.4   17.3   21.4
Pro Forma Total Compensation & Benefit Expense (unaudited)(b)   42,835     55,739     49,982     56,304     63,340  
% of Revenues   50.0   50.0   50.0   50.0   50.0
Non-Compensation Expense:
Other Operating Expenses   7,803     11,648     15,113     13,890     15,506  
Depreciation & Amortization   3,604     3,009     3,626     3,429     3,418  
Total Non-Compensation Expense   11,407     14,657     18,739     17,319     18,924  
% of Revenues   13.3   13.1   18.7   15.4   14.8
Total Operating Expenses   45,482     62,952     65,167     36,795     46,018  
% of Revenues   53.1   56.5   65.2   32.7   36.3
Pro Forma Total Operating Expenses
(unaudited)(c)
  54,242     70,396     68,721     73,623     82,264  
% of Revenues   63.3   63.1   68.7   65.4   64.9
(a) Managing Director Compensation includes payments made to managing directors and managing director equivalents from 1999 to 2003, which were recorded as compensation expense.
(b) Calculated as 50% of total revenues.
(c) Pro Forma Total Operating Expenses is the sum of (i) Pro Forma Total Compensation & Benefit Expense and (ii) Total Non-Compensation Expense.

Compensation Expense

Because we have been a limited liability company, payments for services rendered by our managing directors have been accounted for as distributions of members' capital and minority interest rather than as compensation expense, except for payments of $18.8 million, $27.3 million, $25.5 million, $1.4 million and $5.0 million made to managing directors and managing director equivalents in 1999, 2000, 2001, 2002 and 2003, respectively, which were recorded as compensation expense. As a result, our pre-tax earnings and compensation and benefits expense have not reflected most payments for services rendered by our managing directors. Accordingly, pre-tax earnings understate the expected operating costs to be incurred by us after this offering. As a corporation, we will include all payments for services rendered by our managing directors in compensation and benefits expense. It is our policy that our total compensation and benefits, including that payable to our managing directors, will not exceed 50% of total revenues each year (although we retain the ability to change this policy in the future). This policy will be acknowledged by each of our managing directors in the Reorganization Agreement and Plan of Merger pursuant to which we will succeed to the business of Greenhill & Co. Holdings, LLC upon the consummation of this offering.

2003 versus 2002 .    Compensation and benefits expense increased to $27.1 million, an increase of $7.6 million over compensation and benefit expense of $19.5 million in 2002. Compensation expense for the managing directors increased $3.6 million, principally related to the treatment of a portion of our chief executive officer's earnings as compensation expense effective for 2003.

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Employee compensation and benefit expense for 2003 increased $4.0 million to $22.1 million as compared to $18.1 million for 2002. The 2003 increase in employee compensation expense related to an increase in bonus awards of $3.2 million and an increase in base salaries and benefits of $0.8 million, attributable to a slight increase in average headcount and higher total compensation paid to all employees.

2002 versus 2001 .    Compensation and benefits expense decreased $26.9 million to $19.5 million from $46.4 million in 2001. During 2001, our European managing directors were employees of Greenhill & Co. International Ltd. and all of their 2001 earnings of $25.5 million were recorded as compensation expense. Effective January 1, 2002, the European managing directors, except for a senior advisor who joined us as a partner in October 2002, became partners of Greenhill & Co. International LLP and received their allocable share of our global profits as distributions of partner capital and, accordingly, their earnings were not charged to expense. Employee compensation and benefit expense for 2002 decreased $2.8 million to $18.1 million as compared to $20.9 million for 2001. The 2002 decrease in employee compensation expense related principally to a decrease of $4.5 million in compensation expense as a result of the internal promotion of four principals to managing director as of January 2002, offset by a $1.7 million increase in total employee compensation due to an increase in the average headcount and bonus awards as compared to the prior year.

Non-Compensation Expense

Our non-compensation expense includes costs for occupancy and rental, communications, information services, professional fees, travel and entertainment, insurance, depreciation and other operating expenses. Reimbursable client expenses are netted against operating expenses.

In 2004, the New York office will complete the build-out of additional office space at its current location. We estimate costs for the additional space and related expenses for the expansion will increase our annual expenses by approximately $2.1 million.

As a result of this offering we will no longer be a private company and our costs for such items as insurance, accounting and legal advice will increase. We will also incur costs which we have not previously incurred for director fees, investor relations expenses and various other costs of a public company. In the aggregate, we estimate that we will incur incremental costs in excess of $3.1 million per year as a result of our conversion to a publicly traded company. In addition, in conjunction with this offering, we will incur certain non-recurring costs which will be recorded as operating expenses in the second quarter of 2004.

2003 versus 2002 .    Non-compensation expense as a percentage of revenue for 2003 declined 0.5 percentage points to 14.9% ($18.9 million) as compared to 15.4% ($17.3 million) in 2002. The decline in these expenses as a percentage of revenue related to our ability to hold these expenses relatively constant while our revenues increased. The increase in 2003 expenses as compared to 2002 related principally to an increase in net travel expenses of $1.0 million, an increase of $0.2 million in occupancy expense due to the November 2003 expansion of the New York office and an increase of $0.9 million in our foreign non-compensation expense resulting from the weakening dollar's impact on the foreign exchange translation, offset, in part, by a decrease in general office costs of $0.3 million.

2002 versus 2001 .    Non-compensation expense as a percentage of revenue for 2002 declined 3.3 percentage points to 15.4% ($17.3 million) as compared to 18.7% ($18.7 million) in 2001. The decline in these expenses as a percentage of revenue resulted from the benefit of increased client reimbursements over the prior year and increased emphasis on cost controls. The decrease in 2002 expenses as compared to 2001 related principally to higher reimbursements of client expenses of $1.7 million, offset, in part, by an increase in occupancy expense of $0.3 million primarily due to the expansion of the London office.

Provision For Taxes

Prior to this offering, Greenhill, as a limited liability company, was not subject to U.S. federal or state income taxes and its U.K. controlled affiliate Greenhill & Co. International LLP, as a limited

35




liability partnership for 2002 and 2003 was generally not subject to U.K. income taxes. However, Greenhill was subject to the 4.0% New York City Unincorporated Business Tax on its U.S. earnings, which will no longer be applicable following our conversion to corporate form. In addition, certain of Greenhill's non-U.S. subsidiaries have been subject to income taxes in their local jurisdictions. The amount of Greenhill's provision for income and unincorporated business taxes has varied significantly from year to year depending on the mix of earnings among its subsidiaries. For information on the pro forma effective tax rate of Greenhill in corporate form, see "Unaudited Pro Forma Consolidated Financial Information".

Geographic Data

For a summary of the total revenues, income before minority interest and tax and total assets of Greenhill by geographic region, see Note 12 to the consolidated financial statements.

Cash Flows

Greenhill's historical cash flows are primarily related to the timing of receipt of advisory fees and the timing of distributions of profits to the members. In general, Greenhill collects its accounts receivable within 60 days. In certain restructuring transactions, collections may take longer due to issues such as court-ordered holdbacks. We have not had significant accounts receivable write-offs over our history.

2003

Cash increased to $26.6 million in 2003. Cash of $69.2 million was provided by operating activities, including $45.4 million from net income, $14.1 million from a decrease in accounts receivables and $2.4 million from an increase in minority interest in the net assets of our U.K. affiliate. Cash of $7.2 million was used for investing activities, primarily for the purchase from outside investors of a portion of Greenhill Capital Partners' limited partner interest and technology-related expenditures. Financing activities used $54.2 million of cash, reflecting distributions to members offset by a small increase in short-term borrowings.

2002

Cash decreased to $17.9 million in 2002. Cash of $46.4 million was provided by operating activities, including $57.8 million of net income and $7.8 million from an increase in minority interest in the net assets of a subsidiary, offset by a $22.6 million decrease in compensation payable, primarily from the elimination of compensation payments to our European managing directors. An insignificant amount of cash was used for investing activities. Financing activities used $68.8 million of cash, reflecting distributions to our members.

2001

Cash increased to $39.9 million in 2001. Cash of $29.9 million was provided by operating activities, including $35.0 million from net income and a $13.2 million increase in compensation payable, primarily from increased compensation to our European managing directors, offset by a $20.5 million increase in accounts receivable. Cash of $3.5 million was used for investing activities. Financing activities used $16.3 million of cash, reflecting distributions to members.

Liquidity and Capital Resources

We have typically had a balance sheet with assets consisting primarily of cash and accounts receivable in relation to earned advisory fees. Cash distributions to our managing directors are generally made shortly after the end of each calendar quarter. Therefore, levels of cash on hand decrease significantly after the quarterly distribution of cash to managing directors, and gradually increase until quarter end. Our liabilities have typically consisted of accounts payable and accrued compensation. At year-end 2003, we had debt of $1.5 million as a result of borrowings under our

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$16.0 million revolving credit facility. Borrowings under this facility increased to $16.0 million on March 10, 2004. Proceeds of these borrowings have been and will be applied to investments in Greenhill Capital Partners and expansion of our office space in New York. We expect to use a portion of the net proceeds from this offering to repay these borrowings.

Our liquidity position is monitored by our Management Committee, which meets monthly. The Management Committee monitors cash, other significant working capital assets and liabilities, debt, principal investment commitments and other matters relating to liquidity and compliance with regulatory net capital requirements.

Historically, we have generated enough cash each month to meet our obligations and have not needed to maintain significant cash balances. We expect this trend to continue, especially in light of the discretionary managing director compensation structure that will be implemented in connection with this offering. See "Management—Employment, Non-Competition and Pledge Agreements" for more details.

We had total commitments (not reflected on our balance sheet) relating to future principal investments of $3.9 million and $0.2 million, as of year-end 2003 and 2002. As of March 31, 2004, we had $20.3 million of total commitments relating to future principal investments. We expect to fund these commitments with the proceeds of this offering. We may be required to fund these commitments at any time through June 2005, depending on the timing and level of investments by Greenhill Capital Partners, although we do not expect these commitments to be drawn in full.

In 2004, we have made $29.5 million of cash distributions of all previously undistributed earnings to the U.S. and U.K. members relating to periods prior to December 31, 2003. Prior to the closing of this offering, we expect to distribute cash and, to the extent cash is not available, interests in certain accounts receivable to our members so as to distribute to our members all earnings related to the period from January 1, 2004 to the date of this offering. These distributions would include earnings for the first quarter of 2004 of $15.4 million, less state and local tax, as well as any additional earnings generated during the period from April 1, 2004 to the date of the closing of this offering. We are not able to quantify the exact amount of earnings that will be distributed to our members until immediately prior to the closing of this offering. See "Unaudited Pro Forma Consolidated Financial Information".

Summary of Quarterly Performance

The following tables present unaudited quarterly combined financial information on a historical basis for each of our most recent eight fiscal quarters. The operating results for any quarter are not necessarily indicative of the results for any future period.


  Three Months Ended (unaudited)
  March 31, 2003 June 30, 2003 September 30, 2003 December 31, 2003
  Total % of
full year
Total % of
full year
Total % of
full year
Total % of
full year
  (in thousands, except percentages)
Revenues $ 16,789     13.2 $ 37,836     29.9 $ 32,448     25.6 $ 39,606     31.3
Operating Expenses   8,844     19.2   10,891     23.7   11,146     24.2   15,138     32.9
Income Before Tax & Minority Interest   7,945     9.9   26,945     33.4   21,302     26.4   24,468     30.3

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  Three Months Ended (unaudited)
  March 31, 2002 June 30, 2002 September 30, 2002 December 31, 2002
  Total % of
full year
Total % of
full year
Total % of
full year
Total % of
full year
  (in thousands, except percentages)
Revenues $ 35,407     31.4 $ 14,705     13.1 $ 22,359     19.9 $ 40,137     35.6
Operating Expenses   8,219     22.3   8,486     23.1   10,400     28.3   9,690     26.3
Income Before Tax & Minority Interest   27,188     35.9   6,219     8.2   11,959     15.8   30,447     40.1

We have been profitable on a quarterly basis, but our revenues and income before taxes and minority interest historically have been volatile. This volatility arises from the fact that completion fees comprise the majority of our revenues and the receipt of such fees is dependent upon the successful completion of client transactions, the occurrence and timing of which is irregular and not subject to our control.

Contractual Obligations

The following table sets forth information relating to our contractual obligations as of March 31, 2004:


  Payment Due by Period
Contractual Obligations Total Less than
1 year
1-3
years
3-5
years
More than
5 years
  (in thousands)
Revolving Credit Facility $ 16,000   $ 16,000   $   $   $  
Operating Lease Obligations   29,260     4,404     8,627     8,390     7,839  
Merchant Banking Commitments(a)   20,328     20,328              
Total $ 65,588   $ 40,732   $ 8,627   $ 8,390   $ 7,839  
(a) We may be required to fund our merchant banking commitments at any time through June 2005, depending on the timing and level of investments by Greenhill Capital Partners, although we do not expect these commitments to be drawn in full.

Market Risk

Due to the nature of our business and the manner in which we conduct our operations, in particular our limitation of investment to short term cash investments, we believe that we do not face any material interest rate risk, foreign currency exchange rate risk, equity price risk or other market risk. As we begin to increase our principal investments in Greenhill Capital Partners and other merchant banking funds, we will face substantially greater exposure to changes in the estimated fair value of the companies in which these funds invest, which historically has been volatile. In addition, the reported amounts of our revenues may be affected by movements in the rate of exchange between the euro and pound sterling (in which 36.7% of our 2003 revenues were denominated) and the dollar, in which our financial statements are denominated. We do not currently hedge against movements in these exchange rates.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in our consolidated financial statements and their notes. Actual results could differ significantly from those estimates. We believe that the following discussion addresses Greenhill's most critical accounting policies, which are those that are most important to the presentation of our financial condition and results of operations and require management's most difficult, subjective and complex judgments.

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Revenue Recognition

Financial Advisory Fees

We recognize advisory fee revenue when the services related to the underlying transactions are completed in accordance with the terms of the respective engagement letters. Retainer fees are generally recognized as advisory fee income over the period the services are rendered.

Our clients reimburse certain out-of-pocket expenses incurred by us in the conduct of advisory engagements. Expenses are reported net of such client reimbursements.

Merchant Banking Fund Management Revenues

Merchant Banking Fund Management revenue consists of (i) management fees on our merchant banking activities, (ii) gains (or losses) on investments in our merchant banking funds and other principal investment activities and (iii) merchant banking profit overrides.

Fund management fees are recognized over the period of related service.

We recognize revenue on investments in merchant banking funds based on our allocable share of gains (or losses) reported by such funds on a quarterly basis. Investments held by Greenhill Capital Partners are recorded at estimated fair value. Investments are initially carried at cost as an approximation of fair value. The carrying value of such investments is adjusted at each period end to the extent that changes in the underlying fair values are readily determinable. Public investments are valued using quoted market prices discounted for any restrictions on sale. Privately held investments are carried at estimated fair value as determined by the general partner (our affiliate) after giving consideration to the cost of the security, the pricing of other private placements of the portfolio company, the price of securities of other companies comparable to the portfolio company, purchase multiples paid in other comparable third-party transactions, the original purchase price multiple, market conditions, liquidity, operating results and other financial data.

We recognize merchant banking profit overrides when certain financial returns are achieved over the life of the funds. Profit overrides are calculated as a percentage of the profits over a specified threshold earned by such funds on investments managed on behalf of outside investors. Future underperformance by the fund may require amounts previously earned as profit overrides to be returned to the fund in future periods. Accordingly, merchant banking overrides are recognized as revenue only after material contingencies have been resolved.

Recently Issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 46, or FIN 46, Consolidation of Variable Interest Entities, or VIEs. In December 2003, the FASB issued a revised version of FIN 46, or FIN 46-R, in an effort to clarify the application of FIN 46. The Interpretations define variable interests and specify the circumstances under which consolidation of entities will be dependent on such interests. The provisions of FIN 46 were effective after January 31, 2003 for all newly acquired or created interests in VIEs and as of December 31, 2003 for all interests in VIEs existing and owned prior to January 31, 2003. For public entities, FIN 46-R is effective for all interests in VIEs as of the end of the first reporting period ending after March 15, 2004. However, early adoption is permitted. We are currently evaluating whether the general partner of Greenhill Capital Partners meets the definition of a VIE and it is possible that we would be required to consolidate this entity into the financial statements of Greenhill on March 31, 2004. If the general partner of Greenhill Capital Partners were consolidated into our financial statements, we expect our revenues and expenses would increase in equal measure; however, we do not expect any impact from that consolidation to our net income. While the provisions of FIN 46-R may have an impact on our accounting for our future business relationships, they will not have an impact on our historical consolidated financial statements.

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BUSINESS

Overview

Greenhill is an independent investment banking firm that (i) provides financial advice on significant mergers, acquisitions, restructurings and similar corporate finance matters and (ii) manages merchant banking funds and commits capital to those funds. We act for clients located throughout the world from offices in New York, London and Frankfurt.

We were established in 1996 by Robert F. Greenhill, the former President of Morgan Stanley and former Chairman and Chief Executive of Smith Barney. We were founded on the belief that: (i) a corporate finance advisory business does not need, and indeed could benefit by separating from, the variety of other financial activities that larger, diversified investment banks pursue alongside their client advisory activities; (ii) senior professionals focused on client advisory activities but residing at the larger, diversified investment banks would be drawn to a business model where client advisory activities were at the center of the firm; and (iii) the relatively low capital and overhead requirements of a predominantly advisory business, combined with the ability to expand the business by selectively adding managing directors, allow a firm focused on client advisory activities to be highly profitable and maintain significant growth potential.

Since its founding, Greenhill has grown steadily, recruiting a number of managing directors from major investment banks (as well as senior professionals from other institutions), each with a different geographic, industry or transaction focus and each with a different set of corporate management and other relationships. As part of this expansion, we opened a London office in 1998, raised a merchant banking fund in 2000, opened a Frankfurt office later in 2000 and began offering financial restructuring advice in 2001. We have demonstrated strong financial results from serving a diverse and growing client base, producing revenue and earnings growth in a variety of economic and market conditions, including a prolonged period in which global merger and acquisition activity declined significantly. Our revenue grew from $36.9 million in 1997 (our first full year of operation) to $126.7 million in 2003, representing a compound annual growth rate of 22.8%.

We seek to differentiate ourselves from our major competitors through our independence, focus and approach to transactions. We are an independent firm, owned and managed by our managing directors, rather than part of a larger, diversified financial institution. We primarily focus on advising clients, unlike most of our major competitors who also underwrite and trade securities, make loans and prepare investment research. Our managing directors are directly and extensively involved in building client relationships and structuring and executing our clients' transactions, unlike senior bankers at our major competitors, whose size and breadth require that senior bankers dedicate substantial effort to administrative matters and cross-selling other products of their firms. In addition, we believe our independence, coupled with our multidisciplinary expertise in merger and acquisition transactions undertaken in the restructuring context, affords us opportunities to provide advice on restructuring transactions on which most of our major competitors face potential or actual statutory and other conflicts of interest with their lending, underwriting or securities trading operations, and most of our restructuring advisory competitors are limited by a lack of a broad merger and acquisition advisory capability.

In our efforts to attract and retain clients, we focus on large and mid-size corporations. We have served clients in a wide range of industries, with our most active areas being: Communications & Media; Consumer Goods & Retail; Financial Services; Technology; Energy & Utilities; Lodging & Leisure, and General Industrial. In the period from 1999 through 2003, we earned revenue in excess of $200,000 from 117 different companies. Of those, 40 companies ranked as one of our top ten revenue-generating clients for at least one calendar year during that period.

Because we believe the needs of our clients are global and that international markets have strong potential for growth in transaction activity, we have built upon our initial base in the United States to form client relationships in the United Kingdom and Continental Europe, and to pursue significant clients on an opportunistic basis in Latin America and other parts of the world. For the period from 1999 through 2003, 53.2% of our advisory revenue came from clients headquartered

40




outside of the United States. In 2003, 52.2% of our advisory revenue came from non-U.S. clients. Approximately 41% of our employees were based in our London and Frankfurt offices as of December 31, 2003.

Greenhill is managed by its owners. Simultaneously with this offering, we will make equity-based awards to substantially all of our non-managing director employees. Following this offering, our managing directors and their affiliated entities will own approximately 83.3% of Greenhill. We are committed to a distinctive culture characterized by excellence in client service, collegiality in the way we work as a team to serve our clients and meritocracy in the way we recruit and reward our staff.

Immediately prior to the closing of this offering, Greenhill & Co., Inc. will succeed to the business of Greenhill & Co. Holdings, LLC. In connection with the consummation of this offering, we will complete a number of transactions culminating in the merger of Greenhill & Co. Holdings, LLC into Greenhill & Co., Inc. See "Certain Relationships and Related Transactions—Incorporation Transactions" for additional information concerning these transactions.

Industry Trends

Although we recognize that favorable macroeconomic and market environments will be subject to periodic reversals, which may significantly and adversely affect our businesses, we believe that significant growth and profit opportunities exist for firms like ours in the United States and abroad. These opportunities derive from several long-term trends, including the following:

•  Globalization. Heightened global competition has created a need for cross-border capabilities and economies of scale, resulting in increased joint venture and merger and acquisition activity;
•  Focus on Shareholder Value. Increasing focus on shareholder value has fueled an increase in M&A, restructuring and strategic initiatives, thereby yielding additional financial advisory opportunities; and
•  Consolidation. Moderate growth, limited pricing flexibility and the need for economies of scale have substantially increased consolidation opportunities in certain industries, and high levels of profit and strong stock market valuations have provided companies with the resources to pursue strategic combinations, thereby creating substantial demand for mergers and acquisitions advisory services.

Why We Are Going Public

We have decided to become a public company for five principal reasons:

•  To enhance our profile and recognition as an investment bank;
•  To expand our financial advisory business, including through the ability to create equity-based compensation plans to attract and retain talented people;
•  To expand our merchant banking fund management activities, including through the creation of new funds in which we would expect to invest collectively as a firm as well as individually as managing directors of Greenhill;
•  To extend equity ownership to substantially all of our employees; and
•  To permit the realization over time of equity value by our principal owners without necessitating the sale of our business.

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Competitive Strengths

Independence

We are an independent firm owned and managed by our managing directors, rather than part of a larger, diversified financial institution. Such institutions can develop conflicts with their corporate investment banking clients due to the large number of customers they service and the broad range of products and services they offer. We believe that awareness of these potential conflicts has been heightened by recent financial scandals in the United States and abroad and that such awareness has resulted in an increase in the demand for advice from independent financial advisors like Greenhill on large, complex merger, acquisition and restructuring transactions.

Focus on Advisory Activities

We are focused on advising clients, particularly large and mid-size corporations, rather than on a broad range of securities businesses. We believe this focus has helped and will continue to help us attract clients and recruit financial advisory professionals who want to work in enterprises where their activities are the central focus. We believe that this focus has also enabled our managing directors and other employees to be highly productive as our revenue per employee was $1.2 million in each of the years 2003, 2002 and 2001.

Breadth of Advisory Capabilities

Our origin was as an advisor on mergers and acquisitions, an area in which we have established a prominent advisory practice. In addition, we have developed considerable experience and capabilities in financial restructuring situations. The leading merger and acquisition advisory firms may be significantly constrained in their restructuring advisory activities due to actual and apparent conflicts of interest arising from their large lending, debt underwriting and trading activities. At the same time, we believe that many firms that specialize in restructuring advisory work do not have a strong reputation for advice on mergers and acquisitions, and in some cases lack specialized industry experience. Greenhill offers a full range of merger, acquisition and restructuring advisory services, with each project team staffed with professionals from the relevant advisory disciplines, industry backgrounds and geographic locations.

International Capabilities

Unlike many small investment banking firms, we have aggressively sought to develop a broad geographic scope rather than focusing on any one particular market. From 1999 through 2003, 53.2% of our advisory revenues were derived from clients based outside the United States, primarily from the United Kingdom and, to a lesser extent, continental Europe, Latin America and Canada. While many larger investment banking firms have greater presences in more international markets, we believe our small size and collegiality allow us to work as a team on cross-border transactions better than many of our larger competitors.

Experience

Our 22 managing directors have an average of 22 years of relevant experience. Prior to joining Greenhill, 17 of those individuals were managing directors at other leading financial advisory firms or occupied comparably senior roles in leading private equity firms, law firms or corporations. The remainder were recruited from other leading financial advisory firms and later promoted from within. See "Management". Our relatively small size, our narrow focus and our relatively low ratio of employees to managing directors both allow and require our managing directors to direct the great majority of their efforts toward client advisory and merchant banking fund management activities, rather than the administrative, managerial and cross-selling tasks that occupy a large portion of many managing directors' time at larger, diversified financial institutions.

Strong Corporate Culture

While Greenhill is relatively young, we have developed a strong corporate culture. We are united by our desire to build a firm where client advisory activities are at the core, and by our commitment

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to excellence in those activities. We have a disciplined approach to expansion, which we have achieved through organic growth combined with the careful addition of selected individuals. Most of our managing directors spent the bulk of their careers prior to joining Greenhill at a leading firm. Only one managing director has departed in more than seven years, and 10 of the 22 current managing directors have more than five years of tenure at Greenhill. We believe individuals are attracted to Greenhill by our focused strategy and our concentration on high margin businesses.

Strategy

By building on what we perceive as our competitive strengths, our strategy is principally to (i) enhance our position as an independent alternative to large, diversified financial institutions for advice on important merger, acquisition and restructuring transactions, (ii) grow our financial advisory business, including by continuing to recruit managing directors and other professionals and (iii) expand our merchant banking fund management business by leveraging our existing relationships and infrastructure to create additional funds and increasing our investments as a principal in such funds. We aim to maintain a balance of activities across geographic regions and to increase the stability of our earnings. Our strategy is heavily dependent on our ability to recruit additional managing directors and other senior professionals. We believe that this offering will allow us to create equity-based compensation plans to attract and retain talented professionals. In addition, we believe that this offering will enhance our profile and recognition as an investment bank, which we expect will aid our recruiting and business development efforts. See "Risk Factors—Our Conversion to Corporate Form May Adversely Affect Our Ability to Recruit, Retain and Motivate Key Employees" for a discussion of various factors that could negatively impact our ability to recruit successfully.

Expanding the Depth and Breadth of Our Advisory Business

To meet what we believe will be a continuing rebound in demand for advice on mergers, acquisitions, restructurings and similar transactions, as well as increased opportunities for independent financial advisors in such situations, we seek to recruit additional senior investment banking professionals, typically from competitor investment banks, with important relationships in industries where we either are currently under-represented or perceive strong potential growth in transaction activity. To support this expansion in our client base, we continue to seek to recruit high caliber young professionals from the most competitive universities, top graduate business schools and other leading investment banks.

Expanding the Size of Our Merchant Banking Fund Management Activities

To expand our merchant banking revenue, we seek to (i) increase the size of merchant banking funds under management by Greenhill; (ii) consider developing additional types of funds, or similar funds with different geographic focuses, to be managed by Greenhill, as those opportunities arise; and (iii) make additional principal commitments as controlling member of the general partner of our funds, while continuing to require managing directors and other senior professionals of Greenhill to invest certain minimum amounts of personal capital in our funds, both to enhance the funds' appeal, and to align the interests of the managing directors and senior professionals with those of Greenhill. We expect to use a portion of the proceeds of this offering to fund the commitments we make as controlling member of the general partner of our merchant banking funds. We believe that by making significant investments in the merchant banking funds that we manage, our ability to attract outside investors will be strengthened because of our demonstrated financial commitment to the funds and the alignment of our interests with those of our limited partners from a risk management perspective.

Maintaining a Balance of Activities Across Geographic Regions

Because the financial advisory needs of our clients are global in nature, and because we see significant potential for growth in transaction advisory activity outside the United States, we continue to seek to expand our advisory activities outside the United States by recruiting additional managing directors and other professionals for our offices in London and Frankfurt. We also intend to seek, when appropriate, to develop our merchant banking activities outside the United States.

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Increasing the Stability of Our Earnings

While our primary objective continues to be long term profit growth and shareholder value creation, we seek to gradually make our earnings more stable by: (i) increasing our client base and advisory activities by adding additional senior professionals with important client relationships; (ii) seeking further diversity of advisory fees by client, industry and geography; and (iii) adding new sources of revenue by conducting more of our merchant banking activities collectively as a firm as well as individually as managing directors of Greenhill. By focusing on these objectives, we believe the quarterly volatility of our earnings will gradually decline, although it is likely to remain substantial for the foreseeable future.

Principal Sources of Revenue

Our two principal sources of revenue are financial advisory and merchant banking fund management.

Financial Advisory

We provide a broad range of advice to U.S. and non-U.S. clients in relation to mergers, acquisitions, restructurings and similar corporate finance matters and are involved at each stage of these transactions, from initial structuring to final execution. Our focus is on providing high-quality advice to senior executive management and boards of directors of prominent large and mid-cap companies in transactions that typically are of the highest strategic and financial importance to those companies. Non-U.S. clients are a significant part of our business, generating 52.2% and 38.8% of our total revenues in 2003 and 2002, respectively.

We advise companies in a number of different situations, each of which entails the provision of a different package of services. When we advise companies in the potential acquisition of another company or certain assets, our services may include, depending on the situation:

•  evaluating potential acquisition targets;
•  providing valuation analyses;
•  evaluating and recommending financial and strategic alternatives;
•  advising as to the timing, structure and pricing of a proposed acquisition;
•  assisting in negotiating and consummating an acquisition;
•  analyzing and advising on potential financing for the transaction;
•  assisting in implementing an acquisition such as by acting as a dealer-manager if structured as a tender or exchange offer; and
•  rendering, if appropriate, a fairness opinion.

When we advise clients that are contemplating the sale of certain businesses, assets or their entire company, our services may include, depending on the situation:

•  evaluating and recommending financial and strategic alternatives with respect to a sale;
•  advising on the appropriate sales process for the situation;
•  assisting in preparing an offering memorandum or other appropriate sales materials;
•  identifying and contacting selected qualified acquirors;
•  advising as to the timing, structure and pricing of a proposed sale;
•  assisting in negotiating and consummating a proposed sale; and
•  rendering, if appropriate, a fairness opinion.

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For companies in financial distress, our services may include, depending on the situation:

•  reviewing and analyzing the business, operations, properties, financial condition and prospects of the company;
•  evaluating debt capacity;
•  assisting in the determination of an appropriate capital structure;
•  valuation analyses;
•  evaluating and recommending financial and strategic alternatives;
•  if appropriate, providing financial advice and assistance in developing and seeking approval of a restructuring or reorganization plan, which may include a plan under chapter 11 of the United States Bankruptcy Code or other similar court administered process in non-U.S. jurisdictions;
•  assisting in all aspects of the implementation of a such a plan, including coordinating with counsel;
•  advising and assisting in structuring and effecting the financial aspects of a sale or recapitalization;
•  structuring any new securities, exchange offers, other consideration or other inducements to be offered and/or issued under a reorganization plan or out-of-court restructuring; and
•  assisting and participating in negotiations with entities or groups affected by a reorganization plan.

We operate in a highly competitive environment where there are no long-term contracted sources of revenue. Each revenue-generating engagement is separately awarded and negotiated. Our list of clients, and our list of clients with whom there is an active revenue-generating engagement, changes continually. To develop new client relationships, and to develop new engagements from historic client relationships, we maintain a business dialog with a large number of clients and potential clients, as well as with their financial and legal advisors, on an ongoing basis. We have gained a significant number of new clients each year through our business development initiatives, through recruiting additional senior investment banking professionals who bring with them client relationships and through referrals from directors, attorneys and other parties with whom we have relationships. At the same time, we lose clients each year as a result of the sale or merger of a client, a change in a client's senior management, competition from other investment banks and other causes.

We staff our assignments with a team of professionals with appropriate product and/or industry expertise. Our managing directors have an average of 22 years of relevant experience, and many of them are able to use this experience to advise on both mergers and acquisitions and restructuring transactions, depending on our clients' needs. Our other professionals come from leading investment banking and educational institutions. We spend significant amounts of time training and mentoring our junior professionals. We generally provide our junior professionals with exposure to mergers and acquisitions, restructurings and merchant banking fund management to varying degrees, which provides us with the flexibility to allocate resources depending on the economic environment, and provides our bankers consistent transactional experience and a wide variety of experiences to assist in the development of business and financial judgment.

Merchant Banking Fund Management

Our merchant banking fund management activities currently consist primarily of management of and investment in Greenhill Capital Partners, a family of merchant banking funds that invest in portfolio companies. Merchant banking funds are private investment funds raised from contributions by qualified institutional investors and financially sophisticated individuals. The funds make substantial, sometimes controlling, investments, generally in non-public companies and typically with

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a view toward divesting within 3 to 5 years. We pursue merchant banking fund management activities in addition to our financial advisory activities because: (i) our senior advisory professionals, and those we seek to recruit, are attracted by the opportunity to participate in merchant banking fund management, including the ability to invest in managed funds; and (ii) it allows us to further leverage our managing directors' industry knowledge and client contacts. We believe we can pursue merchant banking opportunities without creating conflicts with our advisory clients by typically focusing on significantly smaller companies than those with respect to which we seek to provide financial advice. Our merchant banking funds typically invest in companies with valuations that are less than $200 million at the time of investment.

The Chairman of Greenhill Capital Partners is Robert H. Niehaus. Mr. Niehaus was previously a founding member and later Chief Operating Officer of the Merchant Banking Department of Morgan Stanley. Its investment committee also includes Scott L. Bok, Simon A. Borrows, Robert F. Greenhill and V. Frank Pottow. We, together with our managing directors, manage Greenhill Capital Partners through separate general partners. See "Certain Relationships and Related Transactions—Relationship with Greenhill Capital Partners' Funds".

In June 2000, Greenhill Capital Partners raised its first fund with $424 million of commitments by investors, of which $85 million was committed by our members and other professionals and $339 million was from outside investors. As of December 31, 2003, Greenhill Capital Partners had invested $220 million of the $424 million of committed capital. In January 2004, Greenhill Capital Partners invested an additional $16.6 million in a new investment. After investment capital is raised, funds are invested over time as and when opportunities arise. In the ordinary course, several years may elapse between the time capital is raised and gains or losses are realized. In the interim, the investments in the funds are adjusted to fair market value at the end of each quarter, which adjustments are reflected in our quarterly results. Greenhill is restricted from participating in the management of a new fund with similar investment objectives until the commitments to the existing funds are terminated.

Over 80% of the invested capital of Greenhill Capital Partners relates to investments in three industries: energy, financial services and telecommunications infrastructure. The chart below summarizes the investment portfolio of Greenhill Capital Partners as of December 31, 2003, separately detailing all investments which have constituted greater than 5% of total committed capital:


  Investment Date Industry Total
Capital
Invested
Capital
Returned
As of
December
31, 2003(a)
Book Value
As of
December
31, 2003(b)
      (in thousands)
Global Signal Inc.(c) November 2002 Telecommunications
Towers
$ 45,789   $ 4,875   $ 40,914  
Heartland Payment Systems, Inc. October 2001 Credit Card Processing   26,156         40,000  
Republic Group of Insurance Companies August 2003 Insurance   47,475     8,223     39,252  
All Other Investments(d)(e) n/a n/a   100,163     5,711     69,205  
Total Investment by
Greenhill Capital Partners
$ 219,583   $ 18,809   $ 189,371 (f) 
(a) Reflects proceeds from asset sales, refinancings, dividends, loan repayments and interest payments.
(b) Represents fair value of investments, as determined in accordance with Greenhill Capital Partners' standard valuation policies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates".
(c) In February 2004, as a result of a refinancing of Global Signal, Greenhill Capital Partners received an additional $31.8 million from Global Signal, of which $30.5 million was a return of capital and $1.3 million was dividends. This, in turn, reduced the carrying book value of that investment. In February 2004, Global Signal filed a registration statement for

46




aninitial public offering of common stock with the Securities and Exchange Commission. The completion of such an offering could have a material effect on the book value of our investment in Global Signal but might not initially generate cash for Greenhill Capital Partners.
(d) In January 2004, Greenhill Capital Partners invested $16.6 million in a subsequent investment.
(e) In January 2004, we received an additional $13.2 million from an investment of which $10.1 million was return of capital and $3.1 million was investment gains. In February 2004, the cash received from this investment and the Global Signal investment was distributed to our investors.
(f) Greenhill's share of the book value of Greenhill Capital Partners' investments as of December 31, 2003 was approximately $6.0 million.

Our merchant banking activities historically have generated revenue from fees earned for our management of Greenhill Capital Partners, which are calculated as a percentage of funds under management. Beginning in 2004, we expect that merchant banking will also generate modest revenues from our small portion of the override of the profits earned on pre-2004 investments managed on behalf of outside investors, and gains on investments of our capital in merchant banking funds and other principal activities. While we do not intend to participate as a limited partner in any future funds, we expect to make certain principal investments in connection with our role as the controlling member of the general partner of the funds. Any losses on a fund's investments will offset any gains in that fund and reduce our merchant banking revenues accordingly. For a discussion of our participation in profit overrides with respect to the funds we manage, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations-Merchant Banking Fund Management and Other Revenues". Merchant Banking Fund Management and Other Revenues represented 4.2% of 2003 total revenues and 4.6% of 2002 total revenues.

Prior to 2003, commitments to Greenhill Capital Partners were made by individual members and other professionals of Greenhill in their personal capacity rather than by Greenhill itself, and Greenhill had nominal capital committed to such funds. In late 2003, Greenhill purchased, for $6.7 million, limited partner interests in Greenhill Capital Partners relating to underlying investments with original invested capital of $7.2 million from outside investors. We also assumed from the same outside investors $3.9 million of related commitments to make future investments in Greenhill Capital Partners. In early 2004, we similarly purchased from an outside investor for $2.3 million an additional limited partner interest in Greenhill Capital Partners relating to underlying investments with original invested capital of $2.6 million and we assumed from the same outside investor $1.4 million of related commitments to make future investments in Greenhill Capital Partners. In addition, on January 1, 2004, we assumed from our members $15 million of their individual commitments to make future investments in Greenhill Capital Partners. As a result of the foregoing transactions, as of March 31, 2004, we had made a total of $9.1 million of principal investments in, and had $20.3 million of commitments to, Greenhill Capital Partners.

We expect to invest a portion of the proceeds of this offering in future funds raised by Greenhill Capital Partners in connection with our role as the controlling member of the general partner of those funds. We would expect any such investment to be on a basis that bore no management fees or profit override. In addition, certain of our managing directors and other professionals intend to invest in the next fund raised by Greenhill Capital Partners. Any such investment would, up to an amount per managing director to be determined, bear management fees and a profit override on the same basis as investments by outside investors. Investments above such amount would bear full management fees, but only one-half the level of profit override borne by outside investors. The terms and conditions of future investments have not been finalized, however.

In addition to our merchant banking activities in connection with Greenhill Capital Partners, we have invested in and maintain an ongoing relationship with Barrow Street Capital, LLC, a limited liability company that manages two real estate merchant banking funds. For a further discussion of our relationship with Barrow Street Capital, see "Certain Relationships and Related Transactions—Relationship with Barrow Street Capital".

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People

We believe that one of the strengths and principal reasons for our success is the quality and dedication of our people. Prior to joining Greenhill, 17 of our managing directors were either managing directors at other leading financial advisory or private equity firms (including Baring Brothers (2), Credit Suisse First Boston (2), Goldman Sachs (2), Houlihan Lokey Howard & Zukin (1), Merrill Lynch (1) and Morgan Stanley (5)) or occupied comparably senior roles in a leading private equity firm, law firm or corporations. See "Management", which contains biographical information about all of our managing directors. The remainder were recruited from other leading financial advisory firms and promoted internally. Similarly, we have recruited junior professionals from the most competitive universities, top graduate business schools and other investment banking and private equity firms.

As of December 31, 2003, Greenhill employed a total of 107 people (including our managing directors), of which 44 were based in our London or Frankfurt offices. We strive to maintain a work environment that fosters professionalism, excellence, diversity, and cooperation among our employees worldwide. We utilize a comprehensive evaluation process at the end of each year to measure performance, determine compensation and provide guidance on opportunities for improved performance.

Competition

The financial services industry is intensely competitive, and we expect it to remain so. Our competitors are other investment banking firms, merchant banks and financial advisory firms. We compete with some of our competitors globally and with some others on a regional, product or niche basis. We compete on the basis of a number of factors, including transaction execution skills, our range of products and services, innovation, reputation and price.

We believe our primary competitors in securing mergers and acquisitions and restructuring advisory engagements are Citigroup, Credit Suisse First Boston, Goldman Sachs, JPMorgan Chase, Lehman Brothers, Merrill Lynch, Morgan Stanley, UBS Investment Bank and other bulge bracket firms as well as investment banking firms such as Blackstone Group, Houlihan Lokey Howard & Zukin and Lazard.

As we expand our merchant banking business, we face competition both in the pursuit of outside investors for our merchant banking funds and to acquire investments in attractive portfolio companies.

Competition is also intense for the attraction and retention of qualified employees. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.

In recent years there has been substantial consolidation and convergence among companies in the financial services industry. In particular, a number of large commercial banks, insurance companies and other broad-based financial services firms have established or acquired broker-dealers or have merged with other financial institutions. Many of these firms have the ability to offer a wider range of products, from loans, deposit-taking and insurance to brokerage, asset management and investment banking services, which may enhance their competitive position. They also have the ability to support investment banking and securities products with commercial banking, insurance and other financial services revenues in an effort to gain market share, which could result in pricing pressure in our businesses. This trend toward consolidation and convergence has significantly increased the capital base and geographic reach of our competitors.

Regulation

Our business, as well as the financial services industry generally, is subject to extensive regulation in the United States and elsewhere. As a matter of public policy, regulatory bodies in the United States and the rest of the world are charged with safeguarding the integrity of the securities

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and other financial markets and with protecting the interests of customers participating in those markets, not with protecting the interests of our shareholders or creditors. In the United States, the Securities and Exchange Commission, or SEC, is the federal agency responsible for the administration of the federal securities laws. Greenhill & Co., LLC, a wholly-owned subsidiary of Greenhill through which we conduct our U.S. financial advisory business, is registered as a broker-dealer with the SEC and the National Association of Securities Dealers, Inc., or the NASD, and as a broker-dealer in all 50 states and the District of Columbia. Greenhill & Co., LLC is subject to regulation and oversight by the SEC. In addition, the NASD, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms, including Greenhill & Co., LLC. State securities regulators also have regulatory or oversight authority over Greenhill & Co., LLC. Similarly, Greenhill & Co. International LLP, our controlled affiliated U.K. partnership, through which we conduct our international financial advisory business, is also subject to regulation by the Financial Services Authority in the United Kingdom. Our business may also be subject to regulation by non-U.S. governmental and regulatory bodies and self-regulatory authorities in other countries where Greenhill operates.

Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, use and safekeeping of customers' funds and securities, capital structure, record-keeping, the financing of customers' purchases and the conduct and qualifications of directors, officers and employees. Additional legislation, changes in rules promulgated by self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect the mode of operation and profitability of Greenhill.

The U.S. and non-U.S. government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are empowered to conduct administrative proceedings that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer or its directors, officers or employees.

In 2003, we and several of our managing directors were investigated by the NASD, for failure to comply with certain continuing education requirements imposed on all registered broker-dealers and their licensed financial professionals. This investigation was resolved in January 2004 when we and two managing directors were censured and separately paid fines to the NASD of between $3,000 and $30,000. All of our managing directors are now in compliance with the NASD's continuing education requirements.

Legal Proceedings

We have not historically been involved in material legal proceedings.

As we grow our business, we may in the future become involved in litigation in the ordinary course of our business, including litigation material to our business; however, we are not aware of any material legal proceedings currently pending or threatened against us.

Properties

We occupy three offices, all of which are leased. Our headquarters are located at 300 Park Avenue, New York, New York, and comprise approximately 50,000 square feet of leased space, pursuant to lease agreements expiring in 2010 (with options to renew for five years). In London, we lease approximately 8,250 square feet at 56-58 Conduit Street pursuant to a lease agreement expiring in 2013. Our Frankfurt office is located at Neue Mainzer Strasse 52 and consists of approximately 6,000 square feet of leased space, pursuant to a lease agreement expiring in 2009. We do not anticipate a need for additional office space in the near term.

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MANAGEMENT

Directors and Executive Officers

Set forth below is information concerning our directors and executive officers. We expect to appoint additional directors over time who are not employees of Greenhill or otherwise affiliated with management.


Name Age Position
Robert F. Greenhill   67   Director, Chairman and Chief Executive Officer
Scott L. Bok   44   Director and Co-President
Simon A. Borrows   45   Director and Co-President
Robert H. Niehaus   48   Chairman, Greenhill Capital Partners
John D. Liu   36   Chief Financial Officer
Harold J. Rodriguez, Jr   48   Managing Director—Finance, Regulation & Operations and Chief     Compliance Officer

Executive officers are appointed by and serve at the pleasure of our board of directors. A brief biography of each director and executive officer follows.

Robert F. Greenhill , our founder, has served as our Chairman and Chief Executive Officer since the time of our founding in 1996. Mr. Greenhill has been a member of our Management Committee since its formation in January 2004. In addition, Mr. Greenhill has been a director of Greenhill & Co., Inc. since its incorporation in March 2004 and expects to stand for re-election as a director at our next annual meeting of stockholders. Prior to founding and becoming Chairman of Greenhill, Mr. Greenhill was chairman and chief executive officer of Smith Barney Inc. and a member of the board of directors of the predecessor to the present Travelers Corporation (the parent of Smith Barney) from June 1993 to January 1996. From January 1991 to June 1993, Mr. Greenhill was president of, and from January 1989 to January 1991, Mr. Greenhill was a vice chairman of, Morgan Stanley Group, Inc. Mr. Greenhill joined Morgan Stanley in 1962 and became a partner in 1970. In 1972, Mr. Greenhill directed Morgan Stanley's newly-formed mergers and acquisitions department. In 1980, Mr. Greenhill was named director of Morgan Stanley's investment banking division, with responsibility for domestic and international corporate finance, mergers and acquisitions, merchant banking, capital markets services and real estate. Also in 1980, Mr. Greenhill became a member of Morgan Stanley's management committee.

Scott L. Bok has served as our Co-President since January 2004 and as a member of our Management Committee since its formation in January 2004. In addition, Mr. Bok has been a director of Greenhill & Co., Inc. since its incorporation in March 2004 and expects to stand for re-election as a director at our next annual meeting of stockholders. From 2001 until the formation of our Management Committee, Mr. Bok participated on the two-person administrative committee responsible for managing Greenhill's operations. Mr. Bok has also served as a Senior Member of Greenhill Capital Partners since its formation. Mr. Bok joined Greenhill as a Managing Director in February 1997. Before joining Greenhill, Mr. Bok was a managing director in the mergers, acquisitions and restructuring department of Morgan Stanley & Co., where he worked from 1986 to 1997, based in New York and London. From 1984 to 1986, Mr. Bok practiced mergers and acquisitions and securities law in New York with Wachtell, Lipton, Rosen & Katz. Mr. Bok is a member of the board of directors of various private companies.

Simon A. Borrows has served as our Co-President since January 2004 and as a member of our Management Committee since its formation in January 2004. In addition, Mr. Borrows has been a director of Greenhill & Co., Inc. since its incorporation in March 2004 and expects to stand for re-election as a director at our next annual meeting of stockholders. From 2001 until the formation of our Management Committee, Mr. Borrows participated on the two-person administrative committee responsible for managing Greenhill's operations. Mr. Borrows joined Greenhill as a Managing Director in June 1998. Prior to joining Greenhill, Mr. Borrows was the managing director of Baring Brothers International Limited (the corporate finance division of ING Barings), a position Mr. Borrows had held since 1995. Mr. Borrows was a director of Baring Brothers from 1989 to 1998. Prior to joining Baring Brothers in 1988, Mr. Borrows worked in the corporate finance department of Morgan Grenfell.

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Robert H. Niehaus has served as the Chairman of Greenhill Capital Partners and as a Senior Member of Greenhill Capital Partners since June 2000. Mr. Niehaus has been a member of our Management Committee since its formation in January 2004. Mr. Niehaus joined Greenhill in January 2000 as a Managing Director to begin the formation of Greenhill Capital Partners. Prior to joining Greenhill, Mr. Niehaus spent 17 years at Morgan Stanley & Co., where he was a managing director in the merchant banking department from 1990 to 1999. Mr. Niehaus was vice chairman and a director of the Morgan Stanley Leveraged Equity Fund II, L.P., a $2.2 billion private equity investment fund, from 1992 to 1999, and was vice chairman and a director of Morgan Stanley Capital Partners III, L.P., a $1.8 billion private equity investment fund, from 1994 to 1999. Mr. Niehaus was also the chief operating officer of Morgan Stanley's merchant banking department from 1996 to 1998. Mr. Niehaus is a director of American Italian Pasta Company, Waterford Wedgewood plc, Global Signal Inc., Exco Resources, Inc. and various private companies.

John D. Liu became Chief Financial Officer and a Managing Director of Greenhill in January 2004. Mr. Liu joined Greenhill in May 1996 as an Associate. Mr. Liu was promoted to Vice President in January 2000 and to Principal in January 2002. Prior to joining Greenhill, Mr. Liu was an associate at Wolfensohn & Co., a mergers & acquisitions firm, from 1995 to 1996. Mr. Liu was an analyst in investment banking at Donaldson, Lufkin & Jenrette from 1990 to 1992. Mr. Liu is a member of the board of directors of a private company.

Harold J. Rodriguez, Jr. has served as our Managing Director—Finance, Regulation and Operations and as our Chief Compliance Officer, Treasurer and Secretary since January 2004. From November 2000 through December 2003, Mr. Rodriguez was Chief Financial Officer of Greenhill. Mr. Rodriguez has been with Greenhill since June 2000. Prior to joining Greenhill, Mr. Rodriguez was Executive Vice-President and Chief Financial Officer of MVL Group, Inc. from January 2000 to May 2000. Prior to that, Mr. Rodriguez was Vice President - Finance and Controller of Silgan Holdings, Inc., a major consumer packaging goods manufacturer, from 1987 to 2000. From 1978 to 1987, Mr. Rodriguez worked with Ernst & Young, where he was a senior manager specializing in taxation.

There are no family relationships among any of our directors and executive officers. There are no contractual obligations regarding election of our directors.

The Management Committee

In January 2004, the Management Committee was constituted as Greenhill's senior operating committee. Senior management consults with the Management Committee, which is chaired by Mr. Greenhill, regarding the strategy and management of our business. In addition to Messrs. Greenhill, Bok, Borrows and Niehaus, the members of the Management Committee are Timothy M. George, Michael A. Kramer, James R.C. Lupton and Colin T. Roy. See "Key Employees" for biographical information relating to Messrs. George, Kramer, Lupton and Roy.

Board Composition

Prior to our conversion to corporate form, we did not have a board of directors and our business was managed by our senior managing directors. Upon the consummation of this offering, our board will consist of four members, who are Messrs. Robert F. Greenhill, Scott L. Bok, Simon A. Borrows and an independent director to be named prior to the completion of this offering. During the year following this offering, we expect to appoint three additional directors who will meet the independence standards established by the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. Following such appointments, we will have a seven-member board, the majority of whose members are independent.

Director Compensation

Our policy is not to pay compensation to directors who are also employees of Greenhill. We anticipate that outside directors will enter into compensation arrangements to be determined.

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administrative functions. Our board of directors will have an audit committee, a compensation

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committee and a nominating and corporate governance committee, and may from time to time establish other committees to facilitate the management of Greenhill.

Audit Committee

At the time of the consummation of this offering, the Audit Committee will be comprised of Scott L. Bok, Simon A. Borrows and an independent director to be named prior to the completion of this offering. We intend to appoint additional independent directors to our board of directors and the Audit Committee in compliance with the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. Messrs. Bok and Borrows will be replaced on the Audit Committee by two of the additional independent directors. The Audit Committee will review and report to the board of directors on the internal accounting and financial controls for Greenhill and on the accounting principles and auditing practices and procedures to be employed in preparation and review of the financial statements of Greenhill. The Audit Committee will also be responsible for the engagement and oversight of independent public auditors, the scope of the audit to be undertaken by such auditors and the pre-approval of any audit and permitted non-audit services provided by such auditors.

Compensation Committee

At the time of the consummation of this offering, the Compensation Committee will be comprised of Scott L. Bok, Simon A. Borrows and an independent director to be named prior to the completion of this offering. We intend to appoint additional independent directors to our board of directors and the Compensation Committee in compliance with the applicable rules of the New York Stock Exchange. Messrs. Bok and Borrows will be replaced on the Compensation Committee by two of the additional independent directors. The Compensation Committee will review and, as it deems appropriate, recommend to the board of directors policies, practices and procedures relating to the compensation of the officers and other managerial employees, including the determination in its discretion of the amount of annual bonuses, if any, for our managing directors and other professionals, and the establishment and administration of employee benefit plans. The Compensation Committee will exercise all authority under Greenhill's employee equity incentive plans and will advise and consult with the officers of Greenhill as may be requested regarding managerial personnel policies.

Nominating and Corporate Governance Committee

At the time of the consummation of this offering, the Nominating and Corporate Governance Committee will be comprised of Scott L. Bok, Simon A. Borrows and an independent director to be named prior to the completion of this offering. We intend to appoint additional independent directors to our board of directors and the Nominating and Corporate Governance Committee in compliance with the applicable rules of the New York Stock Exchange. Messrs. Bok and Borrows will be replaced on the Nominating and Corporate Governance Committee by two of the additional independent directors. The Nominating and Corporate Governance Committee will identify and recommend nominees to our board of directors and oversee compliance with our corporate governance guidelines.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. The Compensation Committee reviews and approves the compensation and benefits for our executive officers, administers our employee benefit plans and makes recommendations to our board of directors regarding such matters.

Executive Compensation

Prior to this offering, our business was carried on in limited liability company and partnership form. As a result, meaningful individual compensation information for directors and executive officers of Greenhill based on its operation in corporate form is not available for periods prior to this offering.

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The following table sets forth information regarding the compensation paid to Greenhill's Chief Executive Officer and Greenhill's four other most highly compensated executive officers, collectively referred to as the "named executive officers" in this prospectus, during Greenhill's fiscal year ended December 31, 2003.

2003 Compensation Information


Name and Principal Position Salary Bonus Participation
in Earnings of
Grennhill & Co.
Holdings,
LLC(a)(b)
Robert F. Greenhill $ 5,000,000   $   $ 13,913,561  
2003: Chairman and Chief Executive Officer
(2004: Director, Chairman and Chief Executive Officer)
Scott L. Bok           6,636,833  
2003: Managing Director and Co-Administrative Chairman
(2004: Director and Co-President)
Simon A. Borrows           9,168,183  
2003: Managing Director and Co-Administrative Chairman
(2004: Director and Co-President)
Robert H. Niehaus           3,145,713  
2003: Chairman, Greenhill Capital Partners
(and 2004)
John D. Liu(c)   120,000     922,356      
2003: Principal
(2004: Chief Financial Officer and Managing Director)
(a) Represents each named executive officer's direct or indirect allocable share of the income of Greenhill & Co. Holdings, LLC.
(b) In addition to the cash compensation received from Greenhill set forth in the preceding table, the named executive officers are entitled to receive a portion of the profit overrides on investments made by Greenhill Capital Partners that are allocable to outside investors (see "Management's Discussion and Analysis of Financial Condition—Results of Operations—Merchant Banking Fund Management and Other Revenues"). With respect to such investments by Greenhill Capital Partners in 2003, the named executive officers received rights to the following percentages of profits, if any, generated on such investments, subject to achievement of a minimum investment return hurdle for such outside investors: Robert F. Greenhill, 2.7%; Scott L. Bok, 2.25% on one investment and 2.5% on all others; Simon A. Borrows, 0.9%; Robert H. Niehaus, 5.0%; and John D. Liu, 0.0419%. In 2003, Greenhill Capital Partners invested $77.3 million, of which $61.8 million was on behalf of outside investors.
(c) Mr. Liu also received a profit-sharing contribution of $7,644 and a matching contribution of $1,000 from Greenhill to his 401(k) Profit Sharing Plan.

Aggregate compensation paid to key employees who are not named executive officers may exceed that paid to the named executive officers.

Key Employees

Robert F. Greenhill, Scott L. Bok, Simon A. Borrows, Robert H. Niehaus, John D. Liu and Harold J. Rodriguez, Jr. are all key employees of Greenhill. See "Management" for biographical information relating to each of these managing directors. The following individuals, who are other managing directors, are also key employees of Greenhill:

Harvey R. Miller , 71, joined Greenhill in September 2002 as a Managing Director. Effective January 1, 2004, Mr. Miller was elected Vice Chairman of Greenhill. Prior to joining Greenhill, Mr.

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Miller was a senior partner of Weil, Gotshal & Manges LLP, where he had been the head of its business finance and restructuring department for the previous 31 years and a member of its management committee for 27 years. Mr. Miller was actively involved in substantially all of the major restructuring and bankruptcy reorganization cases since he started the department at Weil.

Lord James Blyth of Rowington , 63, joined Greenhill in January 2000 and served as a Senior Advisor through October 2002, at which time he became a Managing Director. Effective January 1, 2004, Lord Blyth was elected Vice Chairman of Greenhill. Lord Blyth currently serves as Chairman of Diageo plc., a position he has held since June 2000. Diageo has been a client of Greenhill since 1998, before Lord Blyth joined either Greenhill or Diageo. With respect to advisory work performed by Greenhill for Diageo since the time Lord Blyth became Chairman of Diageo, Lord Blyth has not participated in the selection of Greenhill or advised Greenhill in connection with obtaining or executing such advisory work. Prior to joining Diageo, Lord Blyth worked at The Boots Co., where he served initially as Chief Executive Officer and later as Chairman. Lord Blyth has held various other senior positions, including Chief Executive of The Plessey Company PLC and Head of Defense Sales at the United Kingdom Ministry of Defense.

Jeffrey F. Buckalew , 37, has been with Greenhill since June 1996 and has been a Managing Director since January 2002. Prior to joining Greenhill, Mr. Buckalew was an associate for three years in the financial institutions group at Salomon Brothers. Mr. Buckalew also spent two years with Chemical Bank's leveraged finance group.

Brian J. Cassin , 36, has been with Greenhill since July 1998 and has been a Managing Director since January 2002. Prior to joining Greenhill, Mr. Cassin worked for six years with Baring Brothers International in London and New York. Mr. Cassin's other experience includes four years with the London Stock Exchange.

Timothy M. Dwyer , 42, joined Greenhill as a Managing Director in January 2002. Prior to joining Greenhill, Mr. Dwyer was a Managing Director at Donaldson, Lufkin & Jenrette and then at Credit Suisse First Boston after its acquisition of DLJ. While at these two firms, Mr. Dwyer advised insurance institutions throughout North America and Europe on mergers and acquisitions. Mr. Dwyer's prior experience includes advisory work in the financial institutions group at Salomon Brothers Inc.

Timothy M. George , 51, joined Greenhill as a Managing Director in February 1997 and has been a member of our Management Committee since its formation in January 2004. Before joining Greenhill, Mr. George was a Managing Director at Morgan Stanley, where he was head of the global food, beverage and consumer products group, which he co-founded in 1989. Prior to that, Mr. George was the Assistant Treasurer of J.P. Morgan & Co. and a Vice President of Goldman Sachs.

Michael A. Kramer , 35, joined Greenhill as a Managing Director in January 2001 and has been a member of our Management Committee since its formation in January 2004. Prior to joining Greenhill, Mr. Kramer was co-head of the Eastern Region of Houlihan Lokey Howard & Zukin, where he ran the financial restructuring and corporate finance businesses. Mr. Kramer was also actively involved in the founding and development of Houlihan Lokey Howard & Zukin's merchant banking business.

Peter C. Krause , 55, joined Greenhill as Founding Member and Managing Director in 1996. Mr. Krause is the Chairman and Co-Founder of Barrow Street Real Estate Funds. Prior to joining Greenhill, Mr. Krause was a Managing Director at Morgan Stanley, where he was a member of the Investment Committee of Morgan Stanley's real estate funds. Before joining Morgan Stanley, Mr. Krause practiced real estate law at Cleary, Gottlieb, Steen & Hamilton.

James R. C. Lupton , 48, joined Greenhill as a Managing Director in May 1998 and has been a member of our Management Committee since its formation in January 2004. Prior to joining Greenhill, Mr. Lupton was Deputy Chairman of Baring Brothers International Limited. During a 17-year career with Baring Brothers, Mr. Lupton served in senior roles advising on mergers and acquisitions. Prior to joining Baring Brothers, Mr. Lupton worked at S.G. Warburg and qualified as a solicitor with Lovell, White & King.

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Gregory R. Miller , 38, joined Greenhill as a Manager Director in March 2004. Prior to joining Greenhill, Mr. Miller was a Managing Director at Credit Suisse First Boston, where he worked for 14 years. Mr. Miller's experience has been primarily in the media industry, where he focused in particular on companies involved in publishing and information services.

Richard Morse , 45, joined Greenhill as a Managing Director in October 2002. Prior to joining Greenhill, Mr. Morse was head of the European energy and power investment banking team at Goldman Sachs. Mr. Morse has more than 20 years of investment banking experience at Goldman Sachs and Dresdner Kleinwort Wasserstein in a variety of senior roles. Between 1999 and 2001, Mr. Morse served as Deputy Director General of the Office of Gas & Electricity Markets, the British energy regulator.

V. Frank Pottow, 40 , joined Greenhill as a Managing Director and managing member of Greenhill Capital Partners in July 2002. Mr. Pottow has more than 16 years of experience initiating, structuring and executing private equity investments, with particular investment expertise with energy companies. Prior to joining Greenhill, Mr. Pottow was a Managing Director at SG Capital Partners and Thayer Capital Partners, and a Principal at Odyssey Partners. Prior to that, Mr. Pottow was a member of the merchant banking group of Morgan Stanley.

Gregory G. Randolph , 44, joined Greenhill as a Managing Director in January 2004. Before joining Greenhill, Mr. Randolph was a Managing Director in the energy and power group of Goldman Sachs. Prior to working at Goldman Sachs for more than 10 years, Mr. Randolph worked in the project finance group at Salomon Brothers.

Bradley A. Robins , 39, has been with Greenhill since January 2001 and has been a Managing Director since January 2002. Prior to joining Greenhill, Mr. Robins was a Senior Vice President at Houlihan Lokey Howard & Zukin, where he led a variety of restructuring and mergers & acquisitions engagements. Mr. Robins began his career as an attorney at Wachtell, Lipton, Rosen & Katz.

Colin T. Roy , 42, joined Greenhill as a Senior Advisor in November 2000 and became a Managing Director in January 2002. Mr. Roy has been a member of our Management Committee since its formation in January 2004. Mr. Roy is responsible for our Frankfurt office. Prior to joining Greenhill, Mr. Roy was a Managing Director and Co-Head of Investment Banking in Germany for Merrill Lynch. Mr. Roy's previous experience includes more than 10 years at S.G. Warburg in London, Munich and Frankfurt.

David A. Wyles , 35, joined Greenhill in August 1998 and has been a Managing Director since January 2002. Prior to joining Greenhill, Mr. Wyles spent four years with Baring Brothers International Limited, based in both London and Amsterdam. Mr. Wyles' other experience includes four years with Coopers & Lybrand's management consultancy division and four years with the weapon and communications system design and development arm of the British Royal Navy.

Key Employee Insurance Policy

In order to protect Greenhill from economic losses that could result from the death of any of our managing directors, we intend to purchase a life insurance policy with respect to each of our managing directors. The aggregate policy amount will be approximately $100 million, prorated among each person who is a managing director immediately prior to the consummation of this offering based approximately upon his percentage of beneficial ownership of Greenhill shares at that time.

Employment, Non-Competition and Pledge Agreements

We are entering into an employment, non-competition and pledge agreement with each of our U.S.-based managing directors and a non-competition and pledge agreement with each of our U.K.-based managing directors. The following are descriptions of the material terms of (1) each such employment, non-competition and pledge agreement and (2) each such non-competition and pledge agreement (other than the base salary, benefits, confidentiality, termination of employment and transfer of client relationships provisions described below which are not included in the

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non-competition and pledge agreements), including any amounts or time periods that are specific to our named executive officers. With the exception of the few differences noted in the description below, the terms of each employment, non-competition and pledge agreement and non-competition and pledge agreement are in relevant part identical. You should, however, refer to the exhibits that are a part of the registration statement for a copy of the form of each named executive officer's employment, non-competition and pledge agreement or non-competition and pledge agreement, as applicable. See "Where You Can Find More Information".

Each employment, non-competition and pledge agreement and each non-competition and pledge agreement (other than the base salary, benefits, termination of employment and transfer of client relationships provisions, which are not included in the non-competition and pledge agreements) provides as follows:

Base Salary .    Upon the closing of this offering, each managing director will be paid an annual base salary of $600,000, payable in semi-monthly installments. The amount of each managing director's annual salary is subject to annual review by the Compensation Committee. In addition, a managing director may be awarded an annual bonus in an amount determined in the sole discretion of the Compensation Committee.

Benefits .    Each managing director will be entitled to participate in all of our employee retirement and welfare benefit plans, including, without limitation, our group health, dental and life insurance plans, 401(k) savings plan, profit sharing plan and equity incentive plan.

Confidentiality .    Each managing director is required to protect and use "confidential information" in accordance with the restrictions placed by us on its use and disclosure.

Non-competition .    During the period ending 12 months after the date a managing director ceases to provide services to us, or in the case of all initial members of the Management Committee (each of whom will be a member of our Management Committee at the time of the consummation of this public offering), during the period ending 24 months after the date such managing director ceases to provide services to us, that managing director may not:

•  form, or acquire a 5% or greater ownership, voting or profit participation interest in, any competitive enterprise; or
•  engage in any business activity in which we operate.

"Competitive enterprise" means any business (or business unit) that engages in any activity in which we or any of our subsidiaries engage at the time such managing director ceases to provide services to us, including investment banking financial advisory services and merchant-banking and related services. These restrictions on competition will expire five years from the consummation of this offering. As a result, any managing director who continues to provide services to us on the fifth anniversary of this offering will no longer be subject to the non-competition restrictions. However, any managing director whose service with us has terminated prior to the fifth anniversary of this offering will remain subject to the non-competition restrictions until the expiration of that managing director's 12-month or 24-month restriction period following his or her termination of service with us, unless the managing director's service with us has been terminated without cause in connection with a Change in Control and the managing director will then no longer be subject to the non-competition restrictions. "Change in Control" is defined in the equity incentive plan described below.

Non-solicitation .    During the period ending 12 months after the date a managing director ceases to provide services to us, that managing director may not, directly or indirectly, in any manner solicit any of our employees (at an associate or above level) to apply for, or accept employment with, any competitive enterprise.

Liquidated Damages .    In the case of any breach of the non-competition or non-solicitation provisions, the breaching managing director will be liable for liquidated damages. The amount of liquidated damages for each named executive officer is as follows:

•  Robert F. Greenhill: $56.6 million

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•  Scott L. Bok: $18.8 million
•  Simon A. Borrows: $18.8 million
•  Robert H. Niehaus: $14.2 million
•  John D. Liu: $2.0 million
•  Harold J. Rodriguez, Jr.: $2.0 million

For each of the other managing directors, the amount of liquidated damages is between $2.0 million and $18.8 million.

Pledge in Connection with Liquidated Damages .    The liquidated damages provision in each managing director's employment, non-competition and pledge agreement or non-competition and pledge agreement, as applicable, will be secured by a pledge of our common stock owned by that managing director (including through indirect ownership and ownership through affiliated entities), subject to a minimum pledge of our common stock with an initial value equal to the lesser of (1) the greater of $2,000,000 (based on the initial public offering price per share shown on the cover page of this prospectus) and that managing director's percentage ownership in Greenhill & Co. Holdings, LLC prior to its conversion to corporate form multiplied by $200,000,000 and (2) the value of 50% of our common stock owned by that managing director (including through indirect ownership and ownership through affiliated entities) at the time of the consummation of this offering. Each pledge of our common stock will terminate on the earliest to occur of:

•  the death of the relevant managing director;
•  the expiration of the 12-month period or 24-month period, as applicable, following the termination of the service of the relevant managing director or, if the relevant managing director's service with us was terminated without cause in connection with a Change in Control (as defined in the equity incentive plan described below), on the date of the managing director's termination of service; or
•  the fifth anniversary of the date of the consummation of this offering (unless service has been terminated earlier).

These liquidated damages are in addition to the forfeiture of any future equity-based awards that may occur as a result of the breach of any non-competition or non-solicitation provisions contained in those awards.

Transfer of Client Relationships .    Each managing director is required, upon cessation of his or her services, to take all actions and do all things reasonably requested by us to maintain for us the business, goodwill and business relationships with our clients with which he or she worked.

Termination of Employment .    Each employment, non-competition and pledge agreement may generally be terminated by either that managing director or us on 90 days' prior written notice, subject to the continuing survival of the non-competition, non-solicitation, liquidated damages, transfer of client relationships and confidentiality provisions described above, to the extent applicable.

Nonexclusivity .    The liquidated damages and pledge arrangements discussed above are not exclusive of any injunctive relief to which we may be entitled for a breach of the non-competition provisions.

Transfer Rights Agreements

Persons and Shares Covered .    Greenhill is entering into a transfer rights agreement with each of our managing directors (including each of our named executive officers). The shares covered by each managing director's transfer rights agreement include all shares of our common stock owned by that managing director as of the closing of this offering (including through indirect ownership and ownership through affiliated entities) and shares received by that managing director (directly or indirectly) in exchange for or in respect of his or her shares of our common stock by reason of stock dividends, stock splits, reverse stock splits, spin-offs, split-ups, recapitalizations, combinations or

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exchanges of shares, but does not include any restricted stock units awarded to that managing director under the equity incentive plan described below. The shares of our common stock covered by each transfer rights agreement are referred to as covered shares.

When a managing director ceases to be our employee for any reason other than death, the managing director will continue to be bound by all the provisions of the transfer rights agreement until the managing director holds (directly or indirectly) all covered shares free from the transfer restrictions described below and thereafter he or she will no longer be bound, in general, by the provisions other than the continuing provisions of the transfer rights agreement.

Each transfer rights agreement will remain in effect in the event the covered shares are converted into a different security as a result of a business combination or other similar transaction.

Transfer Restrictions .    Each managing director will agree, among other things, to:

•  except as described below, not transfer, and to maintain sole beneficial ownership of, his or her covered shares for a period of five years after the consummation of this public offering, and
•  comply with the transfer restrictions relating to the covered shares imposed by the lock-up provisions of the underwriting agreement with respect to this public offering.

Transfers include, among other things, any disposition of the economic risks of ownership of covered shares, including short sales, option transactions and use of derivative financial instruments or other hedging arrangements with respect to our securities.

Sales Through Underwritten Public Offerings .    Our underwritten public offering committee, as described below, may approve one or more underwritten public offerings to sell covered shares, subject to the restrictions described below. Each managing director who:

•  continues to work for us or has suffered a termination of employment resulting from a disability or the heir or estate of any managing director who has died or
•  retired from us at age 65 or greater with not less than two years of service with us following the consummation of this offering,

will be entitled to participate in such an underwritten public offering on a pro rata basis with the covered shares of all other managing directors so participating, or on a lesser basis at his or her request, subject to Robert F. Greenhill's right to sell (through his affiliated entities) covered shares first in an amount up to $17.6 million should he elect to do so. This amount corresponds to the capital contributed to Greenhill by Mr. Greenhill and entities controlled by him in connection with the firm's founding and is the only capital contribution that has been made to Greenhill. We may (but are not obligated to) give priority to managing directors who have increased tax liabilities of the types we have agreed to indemnify (see "Certain Relationships and Related Transactions—Tax Indemnification Agreement and Related Matters"). Our underwritten offering committee will be named by our board of directors and will initially consist of Robert F. Greenhill (who will chair the committee), Scott L. Bok and Simon A. Borrows. Approval of an underwritten offering by the committee will require approval of either the chair of the committee or the joint approval of the other two members of the committee. Approval of an underwritten public offering by the committee is subject to the further limitations contained in each transfer rights agreement, including:

•  in the first year following the consummation of this offering, we will effect no more than two underwritten public offerings of our common stock at the request of our managing directors for an aggregate number of shares not to exceed 15% of the covered shares as of the consummation of this offering; and
•  we have the right to refuse to effect an underwritten public offering at the request of our managing directors if the number of shares included in the request is less than 5% of the number of shares of common stock outstanding at the time the request is made.

Covered shares will also be subject to any underwriters' lock-up then in effect.

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In addition, subject to the approval of the underwritten offering committee, our managing directors will have the right to participate in underwritten offerings effected by the Company for other purposes, subject to the limitations described above and certain other limitations.

Furthermore, the underwritten offering committee may approve requests by a managing director to transfer covered shares to family members, family trusts or charitable organizations, which transferees will be subject to the same transfer restrictions under the transfer rights agreement.

Sales in Compliance With Rule 144 Under the Securities Act of 1933 .    Consistent with the transfer restrictions described above, and other than in compliance with the exceptions described above, managing directors generally will not be permitted to transfer covered shares during the five year restriction period following the consummation of this offering through sales effected in compliance with Rule 144 under the Securities Act of 1933 or otherwise. However, each of Robert F. Greenhill, Lord James Blyth and Harvey R. Miller, each of whom will be age 65 within two years following the consummation of this public offering, will be permitted to sell (or cause to be sold through affiliated entities) covered shares in compliance with Rule 144 under the Securities Act of 1933 after the expiration of a two year period following the effective date of this public offering. Furthermore, upon a termination of a managing director's employment due to his or her death or disability, such managing director or his or her heirs or estate will be permitted to sell covered shares in compliance with Rule 144 under the Securities Act of 1933, regardless of when such termination of employment occurred.

Compliance With Securities Laws .    In addition to the restrictions set forth above, managing directors will need to comply with applicable securities laws in connection with any transfer of our common stock and may need to deliver an opinion of counsel in connection with any transfer.

All transfer restrictions applicable to a managing director under the transfer rights agreement terminate upon death of such managing director.

Dividends .    To the extent dividends are paid on covered shares while the managing director remains subject to the transfer restrictions of the transfer rights agreement, the managing director will be entitled to such dividends.

Voting .    Each managing director will be entitled to full voting rights with respect to his or her covered shares.

Term and Amendment .    Each transfer rights agreement will be in effect for 10 years from the date of the consummation of this offering or until it is earlier terminated by us. Each transfer rights agreement may generally be amended or waived at any time by the mutual consent of the managing director and us.

The Employee Initial Public Offering Awards

Effective as of the consummation of this offering, substantially all non-managing director employees will receive a grant of restricted stock units with respect to which up to an aggregate of 625,000 shares of common stock will be deliverable.

The restricted stock units awarded to employees in connection with this offering and in the future will be granted under the equity incentive plan described below and will confer only the rights of a general unsecured creditor of Greenhill and no rights as a shareholder of Greenhill until the common stock underlying such award is delivered.

Subject to the employee's continued employment on the relevant delivery date, the common stock underlying the restricted stock units awarded in connection with this offering generally will be deliverable in equal installments on or about the first, second, third, fourth and fifth anniversaries of the date of the consummation of this offering, although the common stock may be deliverable earlier in the event of the occurrence of a change in control. While these restricted stock units are outstanding, amounts equal to regular cash dividends that would have been paid on the common stock underlying these units if the common stock had been actually issued will be paid in cash at about the same time that the dividends are paid generally to the shareholders.

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Change In Control

The restricted stock units will provide that if a change in control occurs the Compensation Committee will determine in its sole discretion whether outstanding restricted stock units shall become fully vested and payable. If, however, the holder of outstanding restricted stock units suffers a termination of service by us without cause (as determined by the Compensation Committee in its sole discretion), the holder's outstanding restricted stock units will become fully vested and payable. "Change in Control" is defined in the equity incentive plan described below.

The Equity Incentive Plan

The following is a description of the material terms of the Equity Incentive Plan. You should, however, refer to the exhibits that are a part of the registration statement for a copy of the Equity Incentive Plan. See "Where You Can Find More Information".

Purpose .    The purposes of the Equity Incentive Plan are to attract, retain and motivate key employees and directors of and consultants and advisors to Greenhill and to align the interests of key employees, directors, consultants and advisors with shareholders through equity-based compensation and enhanced opportunities for ownership of shares of our common stock.

Administration .    The Equity Incentive Plan will be administered by the Compensation Committee, or any successor committee thereto, or another committee of our board of directors appointed or designated by the board of directors, in each case, composed of no fewer than two directors each of whom is a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an "outside director" within the meaning of Section 162(m) (as defined below).

Vesting Schedule .    The Compensation Committee shall have the authority to determine the vesting schedule applicable to each award.

Settlement of Awards .    The Compensation Committee shall have authority under the Equity Incentive Plan to determine whether, to what extent and under what circumstances awards under the Equity Incentive Plan may be settled, paid or exercised in cash, shares of common stock or other awards under the Equity Incentive Plan or other property, or canceled, forfeited or suspended.

Deferral of Awards .    The Compensation Committee shall determine whether, to what extent, and under what circumstances cash, shares of common stock, other securities, other awards under the Equity Incentive Plan, other property, and other amounts payable with respect to an award under the Equity Incentive Plan shall be deferred either automatically, or at the election of the holder thereof, or of the Compensation Committee.

Section 162(m) .    Subject to the terms of the Equity Incentive Plan, the Compensation Committee will have the authority and discretion to determine the extent to which awards under the Equity Incentive Plan will be structured to conform to the requirements applicable to performance-based compensation as described in Section 162(m) of the Internal Revenue Code ("Section 162(m)"), and to take such action, establish such procedures, and impose such restrictions at the time such awards are granted as the Compensation Committee determines to be necessary or appropriate to conform to such requirements.

Shares Available .    Subject to adjustment, the maximum number of shares of common stock that may be delivered pursuant to awards granted under the Equity Incentive Plan is 20,000,000.

Shares of common stock to be issued under the Equity Incentive Plan may be made available from authorized but unissued common stock of the Company, common stock held by the Company in its treasury, or common stock of the Company purchased by the Company on the open market or otherwise. During the term of the Equity Incentive Plan, we will at all times reserve and keep available the number of shares of our common stock that shall be sufficient to satisfy the requirements of the Equity Incentive Plan.

If any shares of our common stock covered by an award (other than a Substitute Award as defined below), or to which such an award relates, terminate, lapse or are forfeited or cancelled, or

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such an award is otherwise settled without the delivery of the full number of shares of our common stock underlying the award, then the shares of our common stock covered by such award, or to which such award relates, to the extent of any such forfeiture, termination, lapse, cancellation, etc., shall again be, or shall become available for issuance under the Equity Incentive Plan. Shares of our common stock underlying Substitute Awards shall not reduce the number of shares of our common stock available for delivery under the Equity Incentive Plan. A "Substitute Award" under the Equity Incentive Plan is any award granted in assumption of, or in substitution for, an outstanding award previously granted by a company acquired by us or with which we combine.

Adjustments .    The Compensation Committee has the authority to adjust the terms of any outstanding awards and the number of shares of common stock issuable under the Equity Incentive Plan for any increase or decrease in the number of issued shares of common stock resulting from a reorganization, merger, consolidation, stock split, reverse stock split, stock dividend, spin-off, combination or reclassification of the common stock, or any other event that the Compensation Committee determines affects our capitalization.

Eligibility .    All of our full-time or part-time employees (including an officer or director who is also an employee) or those of our affiliates and any of our consultants or advisors selected by the Compensation Committee are eligible to participate in the Equity Incentive Plan. Other than for awards of Incentive Stock Options (as described below), any individual or individuals to whom an offer of employment has been extended, a member of our board of directors or a member of the board of directors of any of our subsidiaries may also receive awards under the Equity Incentive Plan at the discretion of the Compensation Committee. Holders of equity-based awards issued by a company acquired by us or with which we combine are eligible to receive Substitute Awards under the Equity Incentive Plan.

Grant of Awards .    The Compensation Committee may grant the following five types of awards under the Equity Incentive Plan: (i) Restricted Stock Units, (ii) Options, (iii) Restricted Stock Awards, (iv) Other Stock-Based Awards and (v) Performance Awards (each an "Award"). We currently intend to grant only Restricted Stock Units under the Equity Incentive Plan.

An Award of Restricted Stock Units consists of contractual rights denominated in shares of our common stock and represents a right to receive the value of a share of our common stock (or a percentage of such value, which percentage may be higher than 100%). Restricted Stock Units underlying such Awards are subject to restrictions and such other terms and conditions as the Compensation Committee may determine, which restrictions and such other terms and conditions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Compensation Committee may deem appropriate.

Performance Awards .    The Equity Incentive Plan also permits the Compensation Committee to grant Performance Awards. A Performance Award is an Award under the Equity Incentive Plan that the Compensation Committee intends to qualify as "qualified performance based compensation" under Section 162(m), and which Award is made to an individual who is expected by the Compensation Committee to be both (i) a "covered employee" as defined in Section 162(m) for the tax year of the Company with regard to which a deduction in respect of such person's Award would be allowed and (ii) the recipient of compensation (other than "qualified performance based compensation" as defined in Section 162(m)) in excess of $1,000,000 for such tax year. Performance Awards shall become earned and payable if preestablished targets relating to one or more of the following performance measures are achieved during a performance period or periods, as determined by the Compensation Committee: (i) earnings per share, (ii) return on average common equity, (iii) pre-tax income, (iv) pre-tax operating income, (v) net revenues, (vi) net income, (vii) profits before taxes, (viii) book value per share, (ix) stock price, (x) earnings available to common shareholders, (xi) ratio of compensation and benefits to net revenues and (xii) execution and origination of assignments directly related to the individual covered employee. Such targets may relate to the Company as a whole, to one or more units thereof or to the "covered employee", and may be measured over such periods, as the Compensation Committee shall determine. The maximum value of any Performance Award which may be earned under the Equity Incentive Plan is $10,000,000.

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Termination of Employment .    Except as otherwise determined by the Compensation Committee or provided by the Compensation Committee in an applicable agreement under the Equity Incentive Plan, in case of termination of employment or cessation of services:

(a) for reason of death, Disability (as defined) or Retirement (as defined), any unvested Award then held by such participant shall be immediately accelerated and become fully vested, exercisable and payable and any such Award that is an Option shall automatically expire on the earlier of (i) the date the Option would have expired had the participant continued in such employment and (ii) one year after the date such participant's service ceases; and

(b) by the Company for cause (as determined by the Compensation Committee in its sole discretion), the Compensation Committee will have the discretion to accelerate and fully vest any Award held by such participant, otherwise (i) any Award then held by such participant whose restrictions have not lapsed, which is not exercisable or which is not payable will automatically be forfeited in full and canceled by the Company upon such termination of employment and (ii) any Option then held by such participant to the extent exercisable shall automatically be forfeited in full and canceled by the Company on the date such participant's service ceases;

(c) by the Company without cause (as determined by the Compensation Committee in its sole discretion) within two years following the occurrence of a Change in Control or upon a termination of employment by the Company without cause (as determined by the Compensation Committee in its sole discretion) six months prior to the occurrence of a Change in Control if the Compensation Committee reasonably determines in its sole discretion that such termination was at the behest of the acquiring entity (each such termination of employment deemed to be a termination of employment "in connection with" the occurrence of a Change in Control):

(i) any Award (other than Options) then held by such participant will be immediately accelerated and become fully vested, exercisable and payable, and

(ii) any Option then held by such participant will be immediately accelerated and become fully vested, exercisable and payable shall automatically expire on the earlier of (A) the date the Option would have expired had such participant continued in such employment and (B) one year after the date such participant's service ceases; and

(d) for any reason other than death, Disability, Retirement, cause (as determined by the Compensation Committee in its sole discretion) or in connection with the occurrence of a Change in Control, the Compensation Committee will have the discretion to accelerate and fully vest any Award held by such participant, otherwise:

(i) any Award (other than Performance Awards) then held by such participant whose restrictions have not lapsed, which is not exercisable or which is not payable will automatically be forfeited in full and canceled by the Company on the date such participant's service ceases,

(ii) any Option then held by such participant to the extent exercisable shall automatically expire on the earlier of (A) the date the Option would have expired had the employee continued in such service and (B) 180 days (or 90 days in the case of Options that are intended to qualify as an incentive stock option under Section 422 of the Code) after the date that such participant's service ceases, and

(iii) any Performance Award then held by such participant which is not then payable will be paid in accordance with its terms at the time the Performance Award would have been payable if the termination of employment had not occurred.

Duration of the Equity Incentive Plan .    The Equity Incentive Plan shall be effective as of the effective date of its adoption by our board of directors. No Award shall be granted under the Equity Incentive Plan after the tenth anniversary of its adoption. However, unless otherwise expressly provided in the Equity Incentive Plan or in an applicable award agreement, any Award theretofore granted may extend beyond such date, and the authority of the Compensation Committee to administer the Equity Incentive Plan and to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of our board of directors to amend the Equity Incentive Plan, shall extend beyond such date.

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Amendment, Modification and Termination of the Equity Incentive Plan .    Except as otherwise provided in an award agreement, our board of directors may from time to time suspend, discontinue, revise or amend the Equity Incentive Plan and the Compensation Committee may amend the terms of any award in any respect, provided that no such action will impair the rights of a holder of an outstanding award under the plan without the holder's consent.

Change in Control .    Except as described in the "Termination of Employment" section above and except as otherwise provided in the applicable agreement under the Equity Incentive Plan, upon the occurrence of a Change in Control, the Compensation Committee shall determine whether outstanding Options under the Equity Incentive Plan shall become fully exercisable and whether outstanding Awards (other than Options) under the Equity Incentive Plan shall become fully vested and payable.

"Change in Control" means the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving Greenhill & Co., Inc. or the sale or other disposition of all or substantially all of the assets of Greenhill & Co., Inc. to an entity that is not an affiliate or that, in each case, requires shareholder approval under the laws of Greenhill & Co., Inc.'s jurisdiction of organization, unless immediately following such transaction, either:

•  at least 50% of the total voting power of the surviving entity or its parent entity, if applicable, is represented by securities of Greenhill & Co., Inc. that were outstanding immediately prior to the transaction; or
•  at least 50% of the members of the board of directors (including directors whose election or nomination was approved by the incumbent directors of Greenhill & Co., Inc.) of the company resulting from the transaction were members of the board of directors of Greenhill & Co., Inc. at the time of such board of directors' approval of the execution of the initial agreement providing for the transaction.

Dividend Equivalent Rights .    The Compensation Committee may in its discretion include in the award agreement a dividend equivalent right entitling the participant to receive amounts equal to the dividends that would be paid, during the time such Award is outstanding, on the shares of our common stock covered by such Award as if such shares were then outstanding.

Transferability .    Except as the Compensation Committee may otherwise determine from time to time, no Award and no right under any such Award, shall be assignable, alienable, saleable or transferable by a participant otherwise than by will or by the laws of descent and distribution; provided, however, that, if so determined by the Compensation Committee, a participant may, in the manner established by the Compensation Committee, designate a beneficiary or beneficiaries to exercise the rights of the participant, and to receive any property distributable, with respect to any Award upon the death of the participant.

Summary of Tax Aspects of the Equity Incentive Plan

The following discussion is a brief summary of the principal United States federal income tax consequences under current federal income tax laws relating to awards under the Equity Incentive Plan. This summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign income and other tax consequences.

Non-Qualified Stock Options .    An optionee will not recognize any taxable income upon the grant of an NQSO and we will not be entitled to a tax deduction with respect to the grant of an NQSO. Upon exercise of an NQSO, the excess of the fair market value of the Stock on the exercise date over the option exercise price will be taxable as compensation income to the optionee and will be subject to applicable withholding taxes. We will generally be entitled to a tax deduction at such time in the amount of such compensation income. The optionee's tax basis for the shares of common stock of the Company received pursuant to the exercise of an NQSO will equal the sum of the compensation income recognized and the exercise price.

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In the event of a sale of our common stock received upon the exercise of an NQSO, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term capital gain or loss if the holding period for such common stock is more than one year.

Incentive Stock Options .    An optionee will not recognize any taxable income at the time of grant or timely exercise of an ISO and we will not be entitled to a tax deduction with respect to such grant or exercise. Exercise of an ISO may, however, give rise to taxable compensation income subject to applicable withholding taxes, and a tax deduction to us, if the ISO is not exercised on a timely basis (generally, while the optionee is employed by us or within 90 days after termination of employment) or if the optionee subsequently engages in a "disqualifying disposition", as described below.

A sale or exchange by an optionee of shares acquired upon the exercise of an ISO more than one year after the transfer of the shares to such optionee and more than two years after the date of grant of the ISO will result in any difference between the net sale proceeds and the exercise price being treated as long-term capital gain (or loss) to the optionee. If such sale or exchange takes place within two years after the date of grant of the ISO or within one year from the date of transfer of the ISO shares to the optionee, such sale or exchange will generally constitute a "disqualifying disposition" of such shares that will have the following results: any excess of (i) the lesser of (a) the fair market value of the shares at the time of exercise of the ISO and (b) the amount realized on such disqualifying disposition of the shares over (ii) the option exercise price of such shares, will be ordinary income to the optionee, subject to applicable withholding taxes, and we will be entitled to a tax deduction in the amount of such income. Any further gain or loss after the date of exercise generally will qualify as capital gain or loss and will not result in any deduction by us.

Restricted Stock .    A grantee will not recognize any income upon the receipt of restricted stock unless the holder elects under Section 83(b) of the Code, within thirty days of such receipt, to recognize ordinary income in an amount equal to the fair market value of the restricted stock at the time of receipt, less any amount paid for the shares. If the election is made, the holder will not be allowed a deduction for amounts subsequently required to be returned to us. If the election is not made, the holder will generally recognize ordinary income, on the date that the restrictions to which the restricted stock is subject are removed, in an amount equal to the fair market value of such shares on such date, less any amount paid for the shares. At the time the holder recognizes ordinary income, we generally will be entitled to a deduction in the same amount.

Generally, upon a sale or other disposition of restricted stock with respect to which the holder has recognized ordinary income ( i.e. , a Section 83(b) election was previously made or the restrictions were previously removed), the holder will recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and the holder's basis in such shares. Such gain or loss will be long-term capital gain or loss if the holding period for such shares is more than one year.

Restricted Stock Units and Performance Awards .    The grant of an Award of Restricted Stock Units or a Performance Award will not result in income for the grantee or in a tax deduction for us. Upon the settlement of such an Award, the grantee will recognize ordinary income equal to the aggregate fair market value of the payment received, and we generally will be entitled to a tax deduction in the same amount.

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PRINCIPAL STOCKHOLDERS

The following table sets forth as of the date of this prospectus certain information regarding the beneficial ownership of our common stock:

•  immediately prior to the consummation of this offering, but after giving effect to the incorporation transactions that are described under "Certain Relationships and Related Transactions—Incorporation Transactions"; and
•  as adjusted to reflect the sale of the shares of our common stock if the underwriters' option to purchase additional shares is exercised in full by:
•  each of the directors and named executive officers individually;
•  all directors and executive officers as a group; and
•  each person who is known to Greenhill to be the beneficial owner of more than 5% of our common stock.

In accordance with the rules of the Securities and Exchange Commission, "beneficial ownership" includes voting or investment power with respect to securities. The percentage of beneficial ownership for the following table is based on 25,000,000 shares of common stock that will be outstanding immediately prior to the consummation of this offering, but after giving effect to the incorporation transactions that are described under "Certain Relationships and Related Transactions—Incorporation Transactions", 30,000,000 shares of common stock outstanding after the completion of this offering assuming no exercise of the underwriters' option to purchase additional shares and 30,750,000 shares of common stock outstanding after the completion of this offering assuming full exercise of the underwriters' option to purchase additional shares. The address for each listed stockholder is: c/o Greenhill & Co., Inc., 300 Park Avenue, 23rd Floor, New York, New York 10022. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.


  Shares Beneficially
Owned Before
This Offering(a)
Shares Beneficially
Owned After This
Offering Without
Exercise of Option(a)
Shares Beneficially
Owned After This
Offering With
Exercise of Option(a)
Name of Beneficial Owner Number Percent Number Percent Number Percent
Directors and Named Executive Officers:
Robert F. Greenhill(b)   7,917,734     31.7   7,917,734     26.4   7,917,734     25.7
Scott L. Bok   2,243,155     9.0   2,243,155     7.5   2,243,155     7.3
Simon A. Borrows   2,243,385     9.0   2,243,385     7.5   2,243,385     7.3
Robert H. Niehaus   1,686,171     6.7   1,686,171     5.6   1,686,171     5.5
John D. Liu   179,626       179,626       179,626    
Harold J. Rodriguez, Jr   119,751       119,751       119,751    
All Directors and Executive Officers
as a group (6 persons)
  14,389,822     57.6   14,389,822     48.0   14,389,822     46.8
5% Stockholders:
Timothy M. George   2,243,155     9.0   2,243,155     7.5   2,243,155     7.3
James R. C. Lupton   2,243,385     9.0   2,243,385     7.5   2,243,385     7.3
Michael A. Kramer   1,239,550     5.0   1,239,550     4.1   1,239,550     4.0
* Less than 1% of the outstanding shares of common stock.
(a) Assuming an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus. The initial public offering price affects the amounts in this table because Riversville Aircraft Corporation II, a Delaware corporation controlled by Mr. Robert F. Greenhill, and Greenhill Family Limited Partnership, a Delaware limited partnership controlled by Mr. Robert F. Greenhill, will receive an aggregate of $17.6 million of our shares at the initial public offering price in exchange for their ownership interest in Greenhill & Co. Holdings, LLC, while the other members of Greenhill will, in the aggregate, receive a number of shares in exchange for their ownership interests equal, at the initial public offering price, to the remaining equity value of Greenhill.
(b) Robert F. Greenhill's beneficial ownership is calculated by attributing to him all shares of our common stock owned by two entities controlled by him. The first entity is Greenhill Family Limited Partnership, a Delaware limited partnership, which owned prior to this offering (assuming an initial public offering price of $15.00 per share) 6,460,261 of our shares. The second entity is Riversville Aircraft Corporation II, a Delaware corporation, which owned prior to this offering (assuming an initial public offering price of $15.00 per share) 1,457,473 of our shares. Mr. Greenhill expressly disclaims beneficial ownership of the 4,825,815 shares of common stock held by members of his family in the Greenhill Family Limited Partnership.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following are descriptions of the material provisions of the agreements and other documents discussed below. You should, however, refer to the exhibits that are a part of the registration statement for a copy of each agreement and document. See "Where You Can Find More Information".

Incorporation Transactions

We currently conduct our business through a limited liability company, Greenhill & Co. Holdings, LLC and its affiliates. Our managing directors, with the exception of Mr. Robert F. Greenhill, all have been members in Greenhill & Co. Holdings, LLC or partners in its controlled affiliated U.K. partnership, Greenhill & Co. International LLP. Mr. Greenhill has held his membership interests in Greenhill & Co. Holdings, LLC indirectly through Riversville Aircraft Corporation II and Greenhill Family Limited Partnership. In connection with the consummation of this offering, we will complete a number of transactions in order to have Greenhill & Co., Inc. succeed to the business of Greenhill & Co. Holdings, LLC and its affiliates and to have our members become shareholders of Greenhill & Co., Inc.

Pursuant to our reorganization agreements, the principal reorganization and incorporation transactions are summarized below:

•  Prior to the consummation of this offering, our managing directors who were the partners in Greenhill & Co. International LLP will exchange their partnership interests, through a series of consecutive exchanges, for equity interests in Greenhill & Co., Inc. and Greenhill & Co. International LLP will become a wholly-owned affiliate of Greenhill & Co., Inc.;
•  If necessary in order to fully distribute to our members Greenhill's undistributed earnings up to the consummation of this offering, Greenhill may distribute to its members interests in certain of its accounts receivable; and
•  Immediately prior to the consummation of this offering, Greenhill & Co. Holdings, LLC will merge into Greenhill & Co., Inc., a Delaware corporation created in contemplation of this offering, and the members of Greenhill & Co. Holdings, LLC, will collectively receive shares of common stock of Greenhill & Co., Inc. As a result of the merger, Greenhill & Co., Inc. will succeed to all of the assets and liabilities held by Greenhill & Co. Holdings, LLC at the time of the merger.

The transactions described above are being effected pursuant to a series of reorganization agreements among the relevant Greenhill entities and their members. Consummation of the transactions contemplated in the reorganization agreements is a condition to the closing of this offering. In addition, each member who will receive shares of Greenhill & Co., Inc. as a result of the reorganization has agreed to release Greenhill & Co., Inc. and its past, present and future affiliates from any and all claims such member may have had against Greenhill relating to events occurring prior to the closing. Greenhill & Co., Inc., in turn, has agreed to indemnify our members with respect to any action which may be brought against any member by reason of the fact that the member was a member, managing member, executive committee member or officer of Greenhill & Co. Holdings, LLC or any of its subsidiaries prior to the closing of the merger or, at the request of Greenhill & Co. Holdings, LLC or any of its subsidiaries, is or was serving as a partner, director, officer or trustee of another entity, other than with respect to any acts committed in bad faith or that were the result of active and deliberate dishonesty or from which the member gained financial profit or another advantage to which the member was not legally entitled.

Managing Director Indemnification

We will enter into agreements that provide indemnification to our directors, officers and all other persons requested or authorized by our board of directors to take actions on behalf of us for all losses, damages, costs and expenses incurred by the indemnified person arising out of such

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person's service in such capacity, subject to the limitations imposed by Delaware law. This agreement is in addition to our indemnification obligations under our by-laws as described under "Description of Capital Stock—Limitation of Liability and Indemnification Matters".

Tax Indemnification Agreement and Related Matters

An entity that has historically operated in corporate form generally is liable for any adjustments to the corporation's taxes for periods prior to its initial public offering. In contrast, our members, rather than Greenhill, generally will be liable for adjustments to taxes (including U.S. federal and state income taxes) attributable to the operations of Greenhill & Co. Holdings, LLC and its affiliates prior to this offering. In connection with this offering, we will enter into a tax indemnification agreement to indemnify each member (and beneficial owner thereof) of Greenhill & Co. Holdings, LLC and each partner of Greenhill & Co. International LLP against certain increases in each tax indemnitee's taxes that relate to activities of Greenhill & Co. Holdings, LLC and its affiliates in respect of periods prior to this offering. We will be required to make additional payments to offset any taxes payable by a tax indemnitee in respect of payments made pursuant to the tax indemnification agreement only to the extent the payments made to that tax indemnitee exceed a fixed amount. Any such payment of additional taxes by Greenhill & Co., Inc. will be offset by any tax benefit received by the additional tax indemnitee.

The tax indemnification agreement includes provisions that permit Greenhill & Co., Inc. to control any tax proceeding or contest which might result in being required to make a payment under the tax indemnification agreement.

Relationship with Greenhill Capital Partners' Funds

Greenhill has an indirect interest in four different merchant banking funds, which we refer to as Greenhill Capital Partners, that invest jointly on a pro rata basis. The funds are advised by two general partners, which we refer to as the Original General Partner and the Managing General Partner. The Original General Partner makes investment decisions and is entitled to receive from the funds an override of 20% of the profits earned by the funds over a specified threshold, in each case solely with respect to investments made by the funds prior to 2004. The Managing General Partner controls all other matters relating to the funds and is entitled to receive from the funds an override of 20% of the profits earned by the funds over a specified threshold with respect to all other investments of the funds.

The Original General Partner is controlled by Robert F. Greenhill, Scott L. Bok, Robert H. Niehaus and V. Frank Pottow in their individual capacities. Greenhill has an indirect minority, non-controlling interest in the Original General Partner and is entitled to 5% of the profit overrides earned by the Original General Partner. The remainder of the profit overrides have been allocated to managing directors and officers of Greenhill.

The Managing General Partner is controlled by Greenhill. Greenhill is also entitled to 50% of the profit override earned by the Managing General Partner on investments made by the funds in 2004 and thereafter. The remainder of the profit override is allocated to Greenhill managing directors and officers at Greenhill's discretion.

Relationship with Barrow Street Capital

Barrow Street Capital LLC, or Barrow Street Capital, is a real estate merchant banking firm founded in 1997. One of Barrow Street Capital's two managing principals is Robert F. Greenhill, Jr., son of Robert F. Greenhill, the Chairman and Chief Executive Officer of Greenhill. Barrow Street Capital's chairman is Peter C. Krause, and its investment committee is comprised of the two managing principals of Barrow Street Capital and Robert F. Greenhill, Peter C. Krause and Robert H. Niehaus. Messrs. Greenhill, Krause and Niehaus are each managing directors of Greenhill. Greenhill has veto rights over most significant management and investment decisions with respect to Barrow Street Capital, although Greenhill cannot force a management change.

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In 1997, Greenhill & Co., LLC made a capital contribution of $225,000 to Barrow Street Capital's predecessor firm in exchange for a membership interest allocating to Greenhill 50% of the firm's net income or loss and entitling Greenhill to the veto rights described above. The remaining 50% economic interest is allocated to the two managing principals of Barrow Street Capital, who are also its other members. Greenhill's proportionate share of Barrow Street Capital's members' equity was $561,857, $229,321 and $83,403 as of December 31, 2003, 2002 and 2001, respectively, reflecting the initial investment plus cumulative gains and losses as of such dates, less cumulative distributions as of such dates. All gains and losses with respect to this investment were reflected on Greenhill's financial statements for the relevant periods. Barrow Street Capital has agreed that, prior to the consummation of this offering, it will purchase Greenhill's membership interest in Barrow Street Capital for an amount in cash equal to Greenhill's proportionate share of Barrow Street Capital's members' equity as of December 31, 2003.

In addition to Greenhill's investment in Barrow Street Capital, Barrow Street Capital uses, and reimburses us at cost for, a portion of our office space and other facilities. In 2003, 2002 and 2001, we billed Barrow Street Capital $283,631, $264,724 and $219,572, respectively, under these arrangements. In addition, the managing principals and employees of Barrow Street Capital participate in Greenhill's health care plans and pay the associated incremental premiums.

From 1997 through 2002, Barrow Street Capital's revenues were not adequate to cover Barrow Street Capital's operating costs, including reimbursement to us for use of office space and health care insurance premiums. From time to time during that period, Greenhill provided financing to Barrow Street Capital, including to fund operating losses. As of December 31, 2003, 2002 and 2001, Barrow Street Capital owed us $234,148, $660,427 and $437,186, respectively, in connection with such financing. Beginning in 2003, the management fees earned by Barrow Street Capital from Barrow Street Real Estate Fund II, or BSREF II, together with the management fees and profit overrides from Barrow Street Real Estate Fund, or BSREF, have been sufficient to cover all of the operating costs of Barrow Street Capital. In 2004, Barrow Street Capital repaid in full all amounts owing Greenhill and we do not intend to allow Barrow Street Capital to incur any indebtedness to us in the future.

Robert F. Greenhill, Jr. and Nicholas Chermayeff, the managing principals of Barrow Street Capital, will be awarded restricted stock units in connection with this offering at the same level as our senior, non-managing director employees. They receive no cash or other compensation from Greenhill.

The Barrow Street Capital Real Estate Funds

Barrow Street Capital initially invested directly in individual real estate transactions using equity funding provided by Greenhill's managing directors at that time. In 1999, Barrow Street Capital raised its first fund, BSREF, with $20 million of total committed equity capital, $5 million of which was provided by Greenhill's managing directors at that time and the rest of which was provided by unaffiliated outside investors. In 2002, Barrow Street Capital raised a second fund, BSREF II, with $110 million of committed equity capital, of which $14 million was provided by Greenhill's managing directors at that time and most of which was provided by a large U.S. pension fund. Barrow Street Capital is the general partner for BSREF and BSREF II. Greenhill made no investment in either fund, or in any of the investments that were made prior to raising the first fund.

Barrow Street Capital intends to seek to establish new funds in the future. Greenhill intends to commit $5.0 million to Barrow Street Capital's next fund, with its investment bearing no management fees or profit override. Certain of Greenhill's managing directors also intend to commit to new Barrow Street funds. Greenhill would make its investment on the condition that it will be entitled to receive 50% of any profit overrides earned on the fund in which it invests. Greenhill's managing directors would receive no participation in profit overrides in that fund. Greenhill will not make any investments in Barrow Street funds through Barrow Street Capital.

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Use of Corporate Aircraft

Through our wholly-owned subsidiary Greenhill Aviation Co., LLC, we own and operate an airplane that is used by our employees for transportation on business travel and by Robert F. Greenhill and his spouse for transportation on business and personal travel. We bear all costs of operating the aircraft, including the cost of maintaining air and ground crews. We have an aircraft expense policy in place that sets forth guidelines for personal and business use of the airplane. Expenses attributable to the personal use of the airplane by Mr. Greenhill and his spouse are included in his earnings as a taxable fringe benefit in accordance with federal income tax requirements. During the years 2003, 2002 and 2001, expenses of $118,831, $229,650 and $199,219, respectively, were attributable to Mr. Greenhill's personal use of the aircraft, and were consequently included in his earnings each year as a taxable fringe benefit.

In addition, employees of Greenhill from time to time use airplanes personally owned by Mr. Greenhill for business travel. In those instances, Mr. Greenhill invoices us for the travel expense on terms we believe are comparable to those we could secure from an independent third party. During the years 2003, 2002 and 2001, we paid $10,176, $184,660 and $124,420, respectively, to an entity controlled by Mr. Greenhill on account of such expenses.

Use of Hangar Space

Riversville Aircraft Corporation, an entity controlled by Robert F. Greenhill, uses and reimburses us for a portion of the hangar space we lease at the Westchester County Airport. In 2003, Riversville Aircraft Corporation paid us $23,400 in rent and related costs. Riversville Aircraft Corporation reimburses us for its use of a portion of the hangar space on terms we believe are comparable to those we could secure from an independent third party. During 2001, 2002 and part of 2003, Riversville Aircraft Corporation paid the owner of the hangar space directly for the portion of the hangar space that it used.

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DESCRIPTION OF CAPITAL STOCK

General Matters

The following description of our common stock and preferred stock and the relevant provisions of our certificate of incorporation and bylaws are summaries thereof and are qualified by reference to our certificate of incorporation and bylaws, copies of which have been filed with the Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part, and applicable law.

Our authorized capital stock currently consists of 100,000,000 shares of common stock, $0.01 par value, and 10,000,000 shares of preferred stock, no par value.

Common Stock

Immediately following the closing of this offering, there will be 30,000,000 shares of common stock outstanding, assuming no exercise of the underwriters' option to purchase additional shares.

The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. See "Dividend Policy". In the event of liquidation, dissolution or winding up of Greenhill, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock to be issued upon completion of this offering will be fully paid and non-assessable. Immediately prior to the consummation of this offering, but after giving effect to the incorporation transactions that are described under "Certain Relationships and Related Transactions—Incorporation Transactions", there will be 23 holders of our common stock.

Preferred Stock

The board of directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the shareholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of Greenhill without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. At present, Greenhill has no plans to issue any of the preferred stock.

Voting

The affirmative vote of a majority of the shares of our capital stock present, in person or by written proxy, at a meeting of stockholders and entitled to vote on the subject matter will be the act of the stockholders.

Our certificate of incorporation may be amended in any manner provided by the Delaware General Corporation Law. The board of directors has the power to adopt, amend or repeal our bylaws.

Action by Written Consent

Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the consent to such action in writing is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.

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Anti-Takeover Effects of Delaware Law

Following consummation of this offering, Greenhill will be subject to the "business combination" provisions of Section 203 of the Delaware General Corporation Law. In general, such provisions prohibit a publicly held Delaware corporation from engaging in various "business combination" transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless

•  the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status;
•  upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
•  on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

A "business combination" is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation's voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to Greenhill and, accordingly, may discourage attempts to acquire Greenhill even though such a transaction may offer Greenhill's stockholders the opportunity to sell their stock at a price above the prevailing market price.

Limitation of Liability and Indemnification Matters

Our certificate of incorporation provides that a director of Greenhill will not be liable to Greenhill or its shareholders for monetary damages for breach of fiduciary duty as a director, except in certain cases where liability is mandated by the Delaware General Corporation Law. Our certificate of incorporation also provides for indemnification, to the fullest extent permitted by law, by Greenhill of any person made or threatened to be made a party to, or who is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of Greenhill, or at the request of Greenhill, serves or served as a director or officer of any other enterprise, against all expenses, liabilities, losses and claims actually incurred or suffered by such person in connection with the action, suit or proceeding. Our certificate of incorporation also provides that, to the extent authorized from time to time by our board of directors, Greenhill may provide indemnification to any one or more employees and other agents of Greenhill to the extent and effect determined by the board of directors to be appropriate and authorized by the Delaware General Corporation Law. Our certificate of incorporation also permits us to purchase and maintain insurance for the foregoing and we expect to maintain such insurance.

Listing

An application has been made to list the common stock on the New York Stock Exchange under the symbol "GHL".

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be The Bank of New York.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes certain material U.S. federal income tax consequences of the ownership and disposition of our common stock. This discussion applies only to holders that hold shares of our common stock as capital assets.

This discussion does not describe all of the tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, such as:

•  certain financial institutions;
•  insurance companies;
•  dealers and certain traders in securities;
•  persons holding our common stock as part of a "straddle," "hedge," "conversion" or similar transaction;
•  U.S. holders (as defined below) whose functional currency is not the U.S. dollar;
•  holders that own, or that are deemed to own, more than 5% of our common stock;
•  certain former citizens or residents of the United States;
•  partnerships or other entities classified as partnerships for U.S. federal income tax purposes; and
•  persons subject to the alternative minimum tax.

This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective holders are urged to consult their tax advisors with respect to the particular tax consequences to them of owning and disposing of common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

Tax Consequences to U.S. Holders

As used herein, the term "U.S. holder" means a beneficial owner of our common stock that is for United States federal income tax purposes:

•  a citizen or resident of the United States;
•  a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or
•  an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

Taxation of Distributions on Common Stock

Distributions paid on our common stock, other than certain pro rata distributions of common shares, will be treated as dividends to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and will be includible in income by the U.S. holder and taxable as ordinary income when actually or constructively received. If a distribution exceeds our current and accumulated earnings and profits, the excess will be first treated as a tax-free return of the U.S. holder's investment, up to the U.S. holder's tax basis in the common stock. Any remaining excess will be treated as a capital gain. Subject to certain limitations and restrictions, dividends received by corporate U.S. holders will be eligible for the dividends received

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deduction. Under recently enacted legislation, dividends received by noncorporate U.S. holders on common stock may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain conditions are met. U.S. holders should consult their own tax advisers regarding the implications of this new legislation in their particular circumstances.

Sale or Other Disposition of Common Stock

Gain or loss realized by a U.S. holder on the sale or other disposition of our common stock will be capital gain or loss for U.S. federal income tax purposes, and will be long-term capital gain or loss if the U.S. holder held the common stock for more than one year. The amount of the U.S. holder's gain or loss will be equal to the difference between the U.S. holder's tax basis in the common stock disposed of and the amount realized on the disposition.

Tax Consequences to Non-U.S. Holders

As used herein, the term "non-U.S. holder"means a beneficial owner of our common stock that is, for U.S. federal income tax purposes:

•  an individual who is classified as a nonresident alien for U.S. federal income tax purposes;
•  a foreign corporation; or
•  a foreign estate or trust.

A non-U.S. holder does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition and is not otherwise a resident of the United States for U.S. federal income tax purposes. Such an individual is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the sale, exchange or other disposition of common stock.

Dividends

Dividends paid by the company to a non-U.S. holder of common stock generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a non-U.S. holder will be required to provide an Internal Revenue Service Form W-8BEN certifying its entitlement to benefits under a treaty.

The withholding tax does not apply to dividends paid to a non-U.S. holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. holder's conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. holder were a U.S. resident. A non-U.S. corporation receiving effectively connected dividends may also be subject to an additional "branch profits tax" imposed at a rate of 30% (or a lower treaty rate).

Gain on Disposition of Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax on gain realized on a sale or other disposition of common stock unless:

•  the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, subject to an applicable treaty providing otherwise, or
•  the Company is or has been a U.S. real property holding corporation at any time within the five-year period preceding the disposition or the non-U.S. holder's holding period, whichever period is shorter, and its common stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs.

The Company believes that it is not, and does not anticipate becoming, a U.S. real property holding corporation.

Federal Estate Tax

An individual non-U.S. holder who is treated as the owner of, or has made certain lifetime transfers of, an interest in the common stock will be required to include the value of the stock in his

73




gross estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

Information returns may be filed with the IRS in connection with payments of dividends on the common stock and the proceeds from a sale or other disposition of the common stock. A U.S. holder may be subject to United States backup withholding tax on these payments if it fails to provide its taxpayer identification number to the paying agent and comply with certification procedures or otherwise establish an exemption from backup withholding. A non-U.S. holder may be subject to United States backup withholding tax on these payments unless the non-U.S. holder complies with certification procedures to establish that it is not a U.S. person. The amount of any backup withholding from a payment will be allowed as a credit against the holder's U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

74




SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of the common stock. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our common stock in the public market after the restrictions lapse. This could adversely affect the prevailing market price and our ability to raise equity capital in the future. Upon completion of this offering, there will be 30,000,000 shares of common stock outstanding. In addition, up to 625,000 shares of common stock underlying the restricted stock units may be issued. Of the shares of common stock outstanding, 5,000,000 shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act of 1933. Of the remaining shares of common stock outstanding:

•      25,000,000 shares will be held by our managing directors and their affiliated entities, which will be transferable beginning five years after the date of the consummation of this offering, unless Greenhill effects an underwritten public offering to sell these shares as described in "Management—Transfer Rights Agreements". Furthermore, upon a termination of a managing director's employment due to his or her death or disability, such managing director or his or her heirs or estate will be permitted to sell covered shares in compliance with Rule 144, regardless of when such termination of employment occurred. All shares held by our managing directors will also be subject to the underwriters' lock-up described in "Underwriting";
•  625,000 shares of common stock underlying the restricted stock units generally will be deliverable in equal installments on or about the first, second, third, fourth and fifth anniversaries of the date of the consummation of this offering, although the common stock may be deliverable earlier in the event of the occurrence of a change in control, as described in "Management—The Employee Initial Public Offering Awards"; and
•  9,220,490 shares of common stock held by Robert F. Greenhill through his affiliated entities, Lord James Blyth and Harvey R. Miller will be subject to the underwriters' lock-up described in "Underwriting" and will be eligible for resale pursuant to Rule 144 after two years.

The shares of common stock received by the persons who were members of Greenhill & Co. Holdings, LLC and Greenhill & Co. International LLP will constitute "restricted securities" for purposes of the Securities Act of 1933. As a result, absent registration under the Securities Act of 1933 or compliance with Rule 144 thereunder or an exemption therefrom, these shares of common stock will not be freely transferable to the public.

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns "restricted securities" may not sell those securities until they have been beneficially owned for at least one year. Thereafter, the person would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•  1% of the number of shares of common stock then outstanding (which will equal approximately 300,000 shares immediately after this offering); or
•  the average weekly trading volume of the common stock on the New York Stock Exchange during the four calendar weeks preceding the filing with the SEC of a notice on the SEC's Form 144 with respect to such sale.

Sales under Rule 144 are also subject to certain other requirements regarding the manner of sale, notice and availability of current public information about Greenhill.

Under Rule 144(k), a person who is not, and has not been at any time during the 90 days preceding a sale, an affiliate of Greenhill and who has beneficially owned the shares proposed to be sold for at least two years (including the holding period of any prior owner except an affiliate) is entitled to sell such shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

75




UNDERWRITING

The Company and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. is the representative of the underwriters.


Underwriters Number of Shares
Goldman, Sachs & Co.      
Lehman Brothers Inc.
UBS Securities LLC
Keefe, Bruyette & Woods, Inc.
Wachovia Capital Markets, LLC      
Total   5,000,000  

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional 750,000 shares from the Company. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase 750,000 additional shares.


Paid by the Company No Exercise Full Exercise
Per Share $              $             
Total $ $

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $          per share from the initial public offering price. Any such securities dealers may resell any shares purchased from the underwriters to certain other brokers or dealers at a discount of up to $          per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representative may change this offering price and the other selling terms.

Each of the Company, its directors and officers and all of its stockholders has agreed with the underwriters not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through a date that is not less than 180 days nor more than 210 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. This agreement does not apply to the shares of common stock underlying any of the restricted stock units or accounts in the deferred equity plan, in each case received by non-managing directors of the Company. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

Prior to this offering, there has been no public market for the shares. The initial public offering price will be negotiated between the Company and the representative. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the Company's historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company's management and the consideration of the above factors in relation to market valuation of companies in related businesses.

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An application has been made to list the common stock on the New York Stock Exchange under the symbol "GHL". In order to meet one of the requirements for listing the common stock on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 2,000 beneficial holders.

In connection with this offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Shorts sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the Company's stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

Each underwriter has represented, warranted and agreed that: (i) it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any shares in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold, transferred or delivered, as part of their initial distribution or at any time thereafter, directly or indirectly, to any individual or legal entity in the Netherlands other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade, which includes banks, securities intermediaries, insurance companies, pension funds, other institutional investors and commercial enterprises which, as an ancillary activity, regularly trade or invest in securities.

The shares may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in

77




circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the shares may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which such offer, sale or invitation does not constitute an offer or sale, or invitation for subscription or purchase, of the shares to the public in Singapore.

Each underwriter has acknowledged and agreed that the shares have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (1) pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan and (ii) in compliance with any other applicable requirements of Japanese law. As part of this offering, the underwriters may offer the shares in Japan to a list of 49 offerees in accordance with the above provisions.

Because the shares are being offered by the Company, a parent of an NASD member, the offering will be made in compliance with the applicable provisions of Rule 2720 of the Conduct Rules of the NASD. That rule requires that the initial public offering price can be no higher than that recommended by a "qualified independent underwriter," as defined by the NASD. Goldman, Sachs & Co. has served in that capacity and performed due diligence investigations and reviewed and participated in the preparation of the registration statement of which this prospectus forms a part.

The underwriters will not be permitted to sell shares in this offering to accounts over which the underwriters exercise discretionary authority without the prior written approval of the customer. The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

The Company estimates that the total expenses payable in connection with this offering and the related transactions, excluding underwriting discounts and commissions, will be approximately $4.0 million.

The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

Certain of the underwriters and their respective affiliates have been, from time to time, retained as underwriters for securities offerings of certain portfolio companies in which Greenhill or its affiliates hold minority equity interests and may in the future perform various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. The Company has also in the past performed financial advisory services for Lehman Brothers Holdings Inc., the parent company of Lehman Brothers Inc., one of the underwriters in this offering, for which the Company received customary fees and expenses.

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VALIDITY OF COMMON STOCK

The validity of the shares of common stock offered hereby will be passed upon for Greenhill & Co., Inc. by Davis Polk & Wardwell, New York, New York, and for the underwriters by Sullivan & Cromwell LLP, New York, New York.

EXPERTS

The consolidated financial statements of Greenhill as of December 31, 2002 and 2003 and for each of the three years in the period ended December 31, 2003 included in this prospectus have been audited by Ernst & Young LLP, independent accountants, as stated in their reports appearing herein, and have been so included in reliance on the reports of said firm, given on the authority of said firm as experts in auditing and accounting.

Except as otherwise indicated, all amounts with respect to the volume, number and market share of mergers and acquisitions transactions and related ranking information included in this prospectus have been derived from information compiled and classified by Thomson Financial.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission or SEC, in Washington, DC, a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. For further information with respect to Greenhill and its common stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access the registration statement, including the exhibits and any schedules thereto. The registration statement, including the exhibits and schedules thereto, are also available for reading and copying at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

As a result of this offering, we will become subject to the full informational requirements of the Securities Exchange Act of 1934, as amended. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our shareholders with annual reports containing consolidated financial statements certified by an independent public accounting firm. We also maintain an Internet site at http://www.greenhill-co.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Auditors   F-2  
Consolidated Financial Statements
Consolidated Statements of Financial Condition   F-3  
Consolidated Statements of Income   F-4  
Consolidated Statements of Changes in Members' Equity   F-5  
Consolidated Statements of Cash Flows   F-6  
Notes to Consolidated Financial Statements   F-7  

F-1




Report of Independent Auditors

The Executive Committee and Members of
        Greenhill & Co. Holdings, LLC

We have audited the accompanying consolidated statements of financial condition of Greenhill & Co. Holdings, LLC and subsidiaries (the "Company") as of December 31, 2002 and 2003, and the related consolidated statements of income, changes in members' equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2002 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

New York, New York
March 9, 2004

F-2




Greenhill & Co. Holdings, LLC and Subsidiaries

Consolidated Statements of Financial Condition

As of December 31,


  2002 2003
Assets
Cash and cash equivalents $ 17,939,073   $ 26,598,643  
Financial advisory fees receivable   30,503,077     16,397,989  
Taxes receivable   1,961,980     438,483  
Other receivables   1,533,153     559,673  
Current Assets   51,937,283     43,994,788  
Property and equipment, net   10,656,304     8,243,141  
Investments   314,578     6,542,925  
Due from affiliates   876,140     325,771  
Other assets   9,310     1,531,373  
Total Assets $ 63,793,615   $ 60,637,998  
Liabilities and Members' Equity
Compensation payable $ 10,320,967   $ 11,898,637  
Accounts payable and accrued expenses   2,791,531     3,169,294  
Taxes payable   1,250,000     1,640,368  
Revolving Bank Loan       1,500,000  
Total Liabilities   14,362,498     18,208,299  
Minority interest in net assets of subsidiary   7,758,429     10,172,447  
Members' Equity   41,672,688     32,257,252  
Total Liabilities and Members' Equity $ 63,793,615   $ 60,637,998  

See accompanying notes to consolidated financial statements.

F-3




Greenhill & Co. Holdings, LLC and Subsidiaries

Consolidated Statements of Income

Years Ended December 31,


  2001 2002 2003
Revenues
Financial advisory fees $ 95,300,121   $ 107,455,218   $ 121,334,310  
Merchant banking revenue   3,834,227     4,851,200     4,949,617  
Interest income   829,284     301,490     395,299  
Total Revenues   99,963,632     112,607,908     126,679,226  
Expenses
Employee compensation and benefits   20,935,188     18,085,393     22,088,501  
Managing Director compensation   25,492,558     1,391,225     5,005,283  
Occupancy and equipment rental   3,448,785     3,808,812     4,424,616  
Depreciation and amortization   3,626,254     3,429,204     3,419,394  
Information services   2,125,189     2,290,431     2,609,188  
Professional fees   2,407,239     2,097,206     2,119,590  
Travel related expenses   3,225,698     2,163,504     3,122,068  
Other operating expenses   3,905,590     3,529,590     3,229,963  
Total Expenses   65,166,501     36,795,365     46,018,603  
Income before Tax and Minority Interest   34,797,131     75,812,543     80,660,623  
Minority interest in net income of subsidiary       17,648,756     32,223,453  
Income before Tax   34,797,131     58,163,787     48,437,170  
Provision (benefit) for taxes   (187,194   346,737     3,036,677  
Net Income $ 34,984,325   $ 57,817,050   $ 45,400,493  

See accompanying notes to consolidated financial statements.

F-4




Greenhill & Co. Holdings, LLC and Subsidiaries

Consolidated Statements of Changes in Members' Equity

Years Ended December 31,


  2001 2002 2003
Members' equity, beginning of year $ 33,885,895   $ 52,097,358   $ 41,672,688  
Contributed capital       22,500      
Comprehensive income:
Net income   34,984,325     57,817,050     45,400,493  
Other comprehensive income
Foreign currency translation adjustment   (441,746   533,092     854,142  
Comprehensive income   34,542,579     58,350,142     46,254,635  
Distributions   (16,331,116   (68,797,312   (55,670,071
Members' equity, end of year $ 52,097,358   $ 41,672,688   $ 32,257,252  

See accompanying notes to consolidated financial statements.

F-5




Greenhill & Co. Holdings, LLC and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31,


  2001 2002 2003
Operating Activities:
Net income $ 34,984,325   $ 57,817,050   $ 45,400,493  
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash items included in net income:
Depreciation and amortization   3,626,254     3,429,204     3,419,394  
(Gains) losses on investments   885,653     (145,918   780  
Changes in operating assets and liabilities:
Financial advisory fees receivable   (20,483,567   (550,232   14,105,088  
Due from affiliates   (714,699   (107,573   550,369  
Taxes receivable   (1,804,466   2,047,253     1,523,497  
Other receivables   (1,527,064   (6,089   973,480  
Other assets   339,524     53,861     (1,522,063
Compensation payable   13,244,194     (22,579,464   1,577,670  
Accounts payable and accrued expenses   681,897     (1,680,593   377,763  
Minority interest in net assets of subsidiary       7,758,429     2,414,018  
Taxes payable   699,340     392,888     390,368  
Net cash provided by operating activities   29,931,391     46,428,816     69,210,857  
Investing Activities:
Purchase of investment   (753,291   (27,659   (6,711,610
Distribution from investments   200,000         482,483  
Purchases of property and equipment   (2,918,806   (722,445   (924,117
Proceeds from restructuring of GCI       727,300      
Net cash used in investing activities   (3,472,097   (22,804   (7,153,244
Financing Activities:
Proceeds of revolving bank debt           1,500,000  
Capital contributions from members       22,500      
Distributions to members   (16,331,116   (68,797,312   (55,670,071
Cash used in financing activities   (16,331,116   (68,774,812   (54,170,071
Effect of exchange rate changes on cash and cash equivalents   (441,746   422,863     772,028  
Net increase (decrease) in cash and cash equivalents   9,686,432     (21,945,937   8,659,570  
Cash and cash equivalents, beginning of the year   30,198,578     39,885,010     17,939,073  
Cash and cash equivalents, end of the year $ 39,885,010   $ 17,939,073   $ 26,598,643  
Supplemental Disclosure of Cash Flow Information:
Cash paid for taxes, net of refunds $ 359,227   $ 329,954   $ 1,238,770  

See accompanying notes to consolidated financial statements.

F-6




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 — Organization

Greenhill & Co. Holdings, LLC ("Holdings"), a New York limited liability company, is a holding company that was formed as of January 1, 2002, and together with its subsidiaries (collectively the "Company"), is an independent investment banking firm. The Company has clients located throughout the world, with offices located in New York, London and Frankfurt.

The Company's activities as an investment banking firm constitutes a single business segment, with two principal sources of revenue:

•  Financial advisory, which includes advice on mergers, acquisitions, restructurings and similar corporate finance matters; and
•  Merchant banking, which includes the management of outside capital invested in the Company's merchant banking fund, Greenhill Capital Partners ("GCP"), and the Company's principal investments in such fund.

Effective as of January 1, 2002, the then current members of Greenhill & Co., LLC ("G&Co"), a New York limited liability company, transferred all of their limited liability company membership interests in G&Co to Holdings in exchange for the same percentage limited liability company membership interests in Holdings (the "Reorganization"). Immediately thereafter, G&Co, the sole equity member of each of Greenhill Fund Management Co., LLC ("GFM"), a Delaware limited liability company, Greenhill Aviation Co., LLC ("GAC"), a New York limited liability company and Greenhill & Co. Europe Limited ("GCE"), a United Kingdom company, transferred to Holdings its limited liability company membership interests in each of GFM, GAC and GCE, and as a result, GFM, GAC and GCE became wholly-owned subsidiaries of Holdings.

G&Co is a registered broker-dealer under the Securities Exchange Act of 1934 and is registered with the National Association of Securities Dealers, Inc. G&Co is engaged in the investment banking business principally in North America.

GCE is a U.K. based holding company. GCE controls Greenhill & Co. International LLP ("GCI"), through its controlling membership interest. GCI is engaged in investment banking activities, principally in Europe, and is subject to regulation by the Financial Services Authority ("FSA"). In addition, GCE has a wholly-owned subsidiary, Greenhill & Co. GmbH ("GmbH"), which operates in Germany and provides corporate advisory services to both G&Co and GCI.

Prior to the Reorganization, G&Co and its subsidiaries wholly-owned all assets and liabilities of the Company. G&Co's wholly-owned subsidiary, GCE, transacted in investment banking activity in Europe as an FSA regulated entity. G&Co wholly-owned GFM, which provides managerial and administrative services to GCP.

GCP is a private equity fund that invests in a diversified portfolio of private equity and equity related investments. The firms in which GCP has invested engage in business activities in North America and Western Europe. As of December 31, 2003, Holdings has a non-controlling interest in the general partner of GCP and also holds direct limited partnership interests in GCP. GCP investors also include Managing Directors of the Company, employees of the Company and third parties. The Company does not have a controlling interest in GCP.

GAC owns and operates an aircraft, which is used for the exclusive benefit of the Company's employees and Holding's Members.

Note 2 — Summary of Significant Accounting Policies

    Principles Of Consolidation

The consolidated financial statements of the Company include all consolidated accounts of Holdings and all other entities in which the Company has a controlling interest, including GCI, after

F-7




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements   (continued)

eliminations of all significant inter-company accounts and transactions. For these purposes, control is determined by a voting interest of greater than 50% of the voting interests.

Minority Interest

As a result of the Reorganization, the interests in GCI held directly by the U.K. Managing Directors are represented as minority interests in the accompanying consolidated financial statements.

Revenue Recognition

Financial Advisory Fees

The Company recognizes advisory fee revenue when the services related to the underlying transactions are completed in accordance with the terms of its engagement letters. Retainer fees are recognized as advisory fee income over the period in which the related service is rendered.

The Company's clients reimburse certain expenses incurred by the Company in the conduct of investment advisory engagements. Expenses are reported net of such client reimbursements. For the years ended December 31, 2001, 2002 and 2003, client reimbursements totaled $2,676,677, $4,405,997 and $2,648,877, respectively.

Merchant Banking Revenues

Merchant banking revenue consists of (i) management fees on the Company's merchant banking activities, (ii) gains (or losses) on investments in the Company's investment in merchant banking funds and other principal investment activities, and (iii) merchant banking profit overrides.

Management fees earned from the Company's merchant banking activities are recognized over the period of related service.

The Company recognizes revenue on investments in its merchant banking funds based on its allocable share of gains (or losses) reported by such investment.

The Company will recognize merchant banking overrides when certain financial returns are achieved over the life of the fund. Overrides are calculated as a percentage of the profits earned by each fund. Future underperformance by the fund may require amounts previously earned as overrides to be returned to the funds. Accordingly, merchant banking overrides are recognized as revenue only after material contingencies have been resolved. The Company has not earned any merchant banking overrides to date.

Investments

The Company's investments in merchant banking funds are recorded at estimated fair value based upon the Company's proportionate share of the changes in the fair value of the underlying merchant banking fund's net assets. Investments primarily include investments in GCP and Barrow Street.

Members' Equity

The Senior Executive Profit Sharing Agreement ("SEPA") dated as of January 1, 2002, as amended as of January 1, 2003, specifies the manner of allocation of global operating income as well as providing for distributions to the Members (including LLP interests owned by the U.K. Managing Directors represented as minority interests). The governance of the Company is set forth in the Operating Agreement of Greenhill & Co. Holdings, LLC dated as of January 1, 2002.

Prior to the Reorganization, G&Co's Amended and Restated Operating Agreement, dated as of January 1, 1999 and amended as of January 1, 2001, among other matters, specified the manner of allocation of operating profits and loss as well as providing for distributions to the Members (including the distribution of compensation to the U.K. Managing Directors).

F-8




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements   (continued)

Through the SEPA and other operating agreements, the U.S. and U.K. members operate under common governance and economic participation. However, these consolidated financial statements present the entity's legal form, and as such, the interests held by the U.K. Members directly in GCI are recorded as minority interest.

Property And Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed principally by the accelerated method over the life of the assets, which range from three to seven years. Amortization of leasehold improvements is computed by the straight-line method over the lesser of the life of the asset or the term of the lease.

Provision For Taxes

The Company accounts for income taxes incurred in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes".

Holdings has elected to be treated as a pass-through entity for tax purposes and all items of income and expense flow through to its Members. Holding's Members are not personally liable for any indebtedness, liability or obligation of the Company. U.S. federal and state income taxes payable by the Members, based on their respective share of the Company's net income, have not been reflected in the accompanying consolidated financial statements. Holdings is liable for local unincorporated business tax on business conducted in New York City, and income tax on current income realized by certain foreign subsidiaries.

Foreign Currency Translation

Foreign currency assets and liabilities have been translated at rates of exchange prevailing at the end of the periods presented. Income and expenses transacted in foreign currency have been translated at average monthly exchange rates during the period. Translation gains and losses are included in the foreign currency translation adjustment included as a component of other comprehensive income in the consolidated statement of changes in members' equity.

Cash Equivalents

The Company considers all highly liquid investments with a maturity date of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalents on deposit with various financial institutions to limit the amount of credit exposure to any one financial institution or lender. At December 31, 2002 and 2003, the carrying value of the Company's financial instruments approximated fair value.

Use Of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions regarding investment valuations, compensation accruals and other matters that affect the consolidated financial statements and related footnote disclosures. Management believes that the estimates used in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.

Accounting Developments

In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities ("VIEs"). In December 2003, the FASB issued a

F-9




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements   (continued)

revised version of FIN 46 ("FIN 46-R") in an effort to clarify the application of FIN 46. The Interpretations define variable interests and specify the circumstances under which consolidation of entities will be dependent on such interests. The provisions of FIN 46 were effective after January 31, 2003 for all newly acquired or created interests in VIEs and as of December 31, 2003 for all interests in VIEs existing and owned prior to January 31, 2003. For public entities, FIN 46-R is effective for all interests in VIEs as of the end of the first reporting period ending after March 15, 2004. However, early adoption is permitted. The Company is currently evaluating whether the general partner of GCP meets the definition of a VIE and it is possible that the Company would be required to consolidate this entity into its financial statements on March 31, 2004. If the general partner of GCP were consolidated into the financial statements, the Company expects its revenues and expenses would increase in equal measure; however, the Company does not expect any impact from that consolidation to its net income. While the provisions of FIN 46-R may have an impact on the Company's accounting for its future business relationships, they will not have an impact on these historic consolidated financial statements.

Note 3 — Investments

GCP

For the year ended December 31, 2003, merchant banking revenue includes losses related to the Company's investment in GCP of $433,316. The Company earned $4,719,880, $4,705,282 and $4,950,397 in management fees from GCP for the years ended December 31, 2001, 2002 and 2003, respectively. No merchant banking overrides were earned during such periods.

In 2003, the Company purchased limited partner interests in GCP from outside investors with a carrying value of $5,855,347 at December 31, 2003. As part of these investments, the Company assumed an outstanding commitment to GCP of $3.9 million. The aggregate investments made by the Company in GCP represented less than a 3% equity interest in GCP at December 31, 2003.

The Company has an investment in GCP, L.P. ("GP"), the general partner of GCP, with carrying values of $85,257 and $125,721 at December 31, 2002 and 2003, respectively. This investment represents approximately a 5% equity interest in the GP. The remaining 95% equity interest in the GP is owned directly by Holding's Managing Directors.

Investments held by GCP are recorded at estimated fair value. Investments are initially carried at cost as an approximation of fair value. The carrying value of such investments is adjusted when changes in the underlying fair values are readily determinable. Public investments are valued using quoted market prices discounted for any restrictions on sale. Privately held investments are carried at estimated fair value as determined by the GP after giving consideration to the cost of the security, the pricing of other private placements of the portfolio company, the price of securities of other companies comparable to the portfolio company, purchase multiples paid in other comparable third-party transactions, the original purchase price multiple, market conditions, liquidity, operating results and other financial data.

Summarized financial information for GCP is as follows:


  As of December 31,
  2002 2003
Portfolio Investments $ 120,522,355   $ 189,371,219  
Total Assets   138,236,195     221,652,656  
Total Liabilities   284,060     87,660  
Partners' Capital   137,952,135     221,564,996  

F-10




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements   (continued)


  Years Ended December 31,
  2001 2002 2003
Net realized and unrealized gain (loss) on investments $ (13,032,452 $ (2,500,537 $ 5,092,356  
Investment income   1,252,553     715,777     836,723  
Expenses   5,037,169     5,139,201     4,776,968  
Net income (loss) $ (16,817,068 $ (6,923,961 $ 1,152,111  

Barrow Street

The Company has a 50% member interest in Barrow Street Capital LLC ("Barrow Street"), a real estate investment management company (see Note 4). Barrow Street was formed to act as the managing member, investment advisor and general partner in various real estate ventures. The Company does not have control of Barrow Street, as the Company does not have a majority voting or economic interest. The Company has veto rights over most significant management and investment decisions with respect to Barrow Street, although the Company cannot force a management change. The investment in Barrow Street had a carrying value of $229,321 and $561,857 at December 31, 2002 and 2003, respectively. For the years ended December 31, 2001, 2002 and 2003, merchant banking revenue includes gains (or losses) related to the Company's investment in Barrow Street of ($635,372), $145,918 and $432,536, respectively.

Note 4 — Related Parties

At December 31, 2002 and 2003, the Company had a receivable of $202,793 and $66,603 due from GCP relating to expense reimbursements, which is included in due from affiliates.

Included in expenses for the year ended December 31, 2001, 2002 and 2003, are reimbursements of $219,572, $264,724 and $283,631 for office space sublet by Barrow Street and reimbursements for the use of the Company's other facilities and participation in the Company's health care plans. At December 31, 2002 and 2003, the Company had $660,427 and $234,148 in rent and leasehold improvement receivables for office space sublet to Barrow Street and other obligations incurred by Barrow Street, which is also included in due from affiliates.

In addition, during 2001, 2002 and 2003, the Company paid $124,420, $184,660 and $10,176 for the use of aircraft owned by an executive of the Company. Included in occupancy and equipment rental expense for 2003, is a rent reimbursement for $23,400 for airplane and office space sublet by a firm owned by an executive of the Company.

Note 5 — Property And Equipment

Property and equipment consist of the following:


  As of December 31,
  2002 2003
Aircraft $ 15,924,525   $ 16,270,719  
Equipment   4,018,702     4,545,232  
Furniture and Fixtures   2,310,943     2,357,041  
Leasehold improvements   6,919,541     6,924,835  
    29,173,711     30,097,827  
Less accumulated depreciation and amortization   18,517,407     21,854,686  
  $ 10,656,304   $ 8,243,141  

F-11




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements   (continued)

Note 6 — Income Taxes

The Company's provision (benefit) for taxes for the years ended December 31, 2001, 2002 and 2003 is comprised of the following components:


  2001 2002 2003
New York City UBT $ 1,312,806   $ 2,326,737   $ 1,445,258  
Foreign tax   (1,500,000   (1,980,000   1,591,419  
Provision (benefit) for taxes $ (187,194 $ 346,737   $ 3,036,677  

For 2003, the foreign tax provision primarily relates to the Company's share of earnings from GCI. The 2002 foreign tax benefit resulted primarily from refundable income taxes of approximately $2.0 million. In 2001, the foreign tax benefit resulted primarily from an available carryback of foreign jurisdiction net operating losses.

Note 7 — Revolving Bank Loan Facility

On December 31, 2003, Holdings obtained from a U.S. commercial bank an unsecured $16,000,000 revolving loan facility to provide for working capital needs, facilitate the funding of short-term investments and other general corporate purposes. Interest on borrowings is based on LIBOR plus 2.50 percent or, at the Company's option, the prime rate. Generally, interest is payable monthly. The revolving bank loan facility matures on June 30, 2005. In addition, at least annually, the Company must repay all loans borrowed under the facility, and it may not borrow again under the facility for a 30-day period following repayment.

At December 31, 2003, there were borrowings of $1,500,000 against the facility outstanding, maturing within one year. A loan fee of $80,000 was paid upon closing the revolving bank loan facility, and is included in Other Assets. The loan fee will be amortized ratably over the life of the facility.

Note 8 — Members' Equity

The Members of Holdings are the current U.S. Managing Directors of the Company or their related entities. The Members are not employees of the Company. The Company distributes current profits, net of amounts retained for working capital, investments and other corporate purposes, to the Members on a regular basis.

Note 9 — Retirement Plan

In the U.S., the Company sponsors a qualified defined contribution plan (the "Retirement Plan") covering all eligible employees of G&Co. Employees must be 21 years old to be eligible to participate. The Retirement Plan provides for both employee contributions in accordance with Section 401(k) of the Internal Revenue Code, and employer discretionary profit sharing contributions, subject to statutory limits.

Participants may contribute up to 50% of eligible compensation, as defined. The Company provides matching contributions up to $1,000 per employee. The Company incurred costs of approximately $249,000, $262,000 and $272,000 for contributions to the Retirement Plan for the years ended December 31, 2001, 2002 and 2003, respectively. The assets of the Retirement Plan are invested in various equity security funds, U.S. government security funds and money market funds, at the discretion of the employee. At December 31, 2002 and 2003, compensation payable included $262,040 and $272,595, respectively, related to contributions to the Retirement Plan.

GCI also operates a defined contribution pension fund for its employees. The assets of the pension fund are held separately in an independently administered fund. GCI incurred costs of approximately

F-12




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements   (continued)

$256,000, $291,000 and $392,000 for the years ended December 31, 2001, 2002 and 2003, respectively. At December 31, 2003, compensation payable included $75,578 related to UK pension fund contributions. There was no compensation payable related to UK pension fund contributions at December 31, 2002.

Note 10 — Commitments

The Company has entered into certain leases for office space under non-cancelable operating lease agreements that expire on various dates through 2013. The Company has also entered into various operating leases, which are used to obtain office equipment. During 2003, the Company assumed a non-cancelable operating lease agreement for additional office space from a third party; this lease expires July 31, 2010. Under this assumed lease, the third party owes the Company a portion of the monthly lease payment. Over the life of the assumed lease, the third party owes the Company approximately $2.3 million, of which $107,369 was owed at December 31, 2003. This receivable is secured with a letter of credit issued on behalf of the third party in the amount of $1 million.

As of December 31, 2003, the approximate aggregate minimum future rental payments required were as follows:


2004 $ 4,404,000  
2005   4,374,000  
2006   4,253,000  
2007   4,177,000  
2008   4,213,000  
Thereafter   7,839,000  
Total $ 29,260,000  

Net rent expense for the years ended December 31, 2001, 2002 and 2003 was approximately $3.4 million, $3.2 million and $3.4 million, respectively.

A diversified U.S. financial institution issued two unsecured letters of credit on behalf of the Company in the amounts of $1,944,740 and $290,000 at December 31, 2002 and December 31, 2003 for the benefit of a lessor. In 2003, the Company obtained an additional unsecured letter of credit for the benefit of a lessor, in the amount of $1,446,667 from a diversified U.S. financial institution to secure a lease for additional office space. At December 31, 2002 and 2003, no amounts had been drawn under any of the letters of credit.

At December 31, 2003, the Company has commitments to invest up to $3.9 million in GCP. These commitments primarily will be funded as required through June 2005, the end of GCP's investment period.

Note 11 — Regulatory Requirements

Certain subsidiaries of Holdings are subject to various regulatory requirements in the United States and United Kingdom, which specify, among other requirements, minimum net capital requirements for registered broker-dealers.

G&Co is subject to the Securities and Exchange Commission's Uniform Net Capital requirements under Rule 15c3-1 (the "Rule"), which specifies, among other requirements, minimum net capital requirements for registered broker-dealers. The Rule requires G&Co to maintain a minimum net capital of the greater of $5,000 or 1/15 of aggregate indebtedness, as defined. As of December 31, 2002 and 2003, G&Co's net capital was $2,550,754 and $7,766,998, which exceeded its requirement by $1,703,511 and $7,137,450, respectively. G&Co's aggregate indebtedness to net capital ratio was 4.98 to 1 and 1.22 to 1 at December 31, 2002 and 2003. Certain advances, distributions and other capital withdrawals of G&Co are subject to certain notifications and restriction provisions of the Rule.

F-13




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements   (continued)

GCI, a registered UK broker-dealer, is subject to capital requirements of the FSA. As of December 31, 2002 and 2003, GCI was in compliance with its local capital adequacy requirements.

Note 12 — Business Information

The Company's activities as an investment banking firm constitutes a single business segment, with two principal sources of revenue:

•  Financial advisory, which includes advice on mergers, acquisitions, restructuring and similar corporate finance matters; and
•  Merchant banking, which includes the management of outside capital invested in GCP and the Company's principal investments in such fund.

The Company has historically earned its revenues almost exclusively from advisory fees earned from clients in large part upon the successful completion of the client's transaction or restructuring. Financial advisory revenues represented approximately 95.3%, 95.4% and 95.8%, of the Company's total revenues in 2001, 2002 and 2003, respectively.

The Company had one client in 2003 that individually accounted for approximately 17.3% of total revenue. The Company's revenues attributable to this client related to an engagement similar in nature to all of the Company's other advisory engagements.

The Company's financial advisory and merchant banking activities are closely aligned and have similar economic characteristics. The same client and other relationships upon which the Company relies for financial advisory opportunities also generate merchant banking opportunities. In addition, the Company's professionals and employees are treated as a common pool of available resources and the related compensation and other Company costs are not directly attributable to either particular revenue source. In reporting to management, the Company distinguishes the sources of it's investment banking revenues between financial advisory and merchant banking. However, management does not prepare, report or analyze other financial data or operating results such as operating expenses, profit and loss or assets by it's financial advisory and merchant banking activities.

Since the financial markets are global in nature, the Company generally manages its business based on the operating results of the enterprise taken as whole, not by geographic region. The Company's investment banking activities are conducted out of its offices in New York, London and Frankfurt. For reporting purposes, the geographic regions are the locations in which the Company retains its employees, the United States and Europe.

The following table presents information about the Company by geographic region, after elimination of all significant inter-company accounts and transactions:

F-14




Greenhill & Co. Holdings, LLC and Subsidiaries
Notes to Consolidated Financial Statements   (continued)


  As of or for the Years Ended December 31,
  2001 2002 2003
Total Revenues:
United States $ 75,479,440   $ 84,079,550   $ 76,484,257  
Europe   24,484,192     28,528,358     50,194,969  
Total $ 99,963,632   $ 112,607,908   $ 126,679,226  
Income before Minority Interest and Tax
United States $ 39,732,098   $ 57,867,460   $ 43,053,471  
Europe   (4,934,967   17,945,083     37,607,152  
Total $ 34,797,131   $ 75,812,543   $ 80,660,623  
Total Assets
United States $ 61,828,111   $ 50,688,612   $ 33,892,139  
Europe   28,498,914     13,105,003     26,745,859  
Total $ 90,327,025   $ 63,793,615   $ 60,637,998  

Note 13 — Subsequent Events

In 2004, Holdings purchased for $2.3 million additional limited partnership interests in GCP from an outside investor. As part of this investment, Holdings assumed an outstanding commitment to GCP of $1.4 million. In addition, on January 1, 2004, Holdings assumed outstanding funding commitments to GCP of $15 million from Managing Directors of the Company.

In 2004, 50% of the GCP profit overrides for investments made in 2004, if any, will be allocated to the Company, and 50% will be allocated to the individual Managing Directors. In conjunction with this change, the Company is in the process of becoming the controlling entity through a general partner that will be responsible for all GCP matters other than those relating to investments made by GCP prior to 2004. The Managing Directors will individually retain the profit overrides, if any, for investments made prior to 2004.

The Company is contemplating an initial public offering. If an initial public offering by the Company does occur, the Company also plans to consummate a number of reorganization transactions, which would convert the capital structure of the Company from a limited liability company to corporate form. The reorganization transactions would be consummated on the closing date of the initial public offering and would also include, if necessary, the distribution by the Company to its members of any undistributed earnings up to such closing date.

F-15




No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS


  Page
Prospectus Summary   1  
Summary Consolidated Financial Data   4  
The Offering   6  
Risk Factors   8  
Special Note Regarding Forward-Looking Statements   15  
Use of Proceeds   17  
Dividend Policy   17  
Dilution   18  
Capitalization   19  
Unaudited Pro Forma Consolidated Financial Information   21  
Notes To Unaudited Pro Forma Consolidated Financial Information   24  
Selected Consolidated Financial and Other Data   26  
Management's Discussion and Analysis of Financial Condition and Results of Operations   30  
Business   41  
Management   51  
Principal Stockholders   66  
Certain Relationships and Related Transactions   67  
Description of Capital Stock   71  
Certain Material U.S. Federal Income Tax Considerations   73  
Shares Eligible for Future Sale   76  
Underwriting   77  
Validity of Common Stock   80  
Experts   80  
Where You Can Find More Information   80  
Index to Consolidated Financial Statements   F-1  

Through and including             , 2004 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

5,000,000 Shares

Greenhill & Co., Inc.

Common Stock

Goldman, Sachs & Co.
Lehman Brothers
UBS Investment Bank
Keefe, Bruyette & Woods
Wachovia Securities




PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses payable in connection with this offering and the related transactions. Each of the amounts set forth below, other than the SEC registration fee, the NASD filing fee and the New York Stock Exchange listing fee, is an estimate.


  Amount
To Be Paid
SEC registration fee $ 11,656  
NASD filing fee   9,700  
New York Stock Exchange listing fee   150,000  
Printing and engraving expenses   200,000  
Legal fees and expenses   2,500,000  
Accounting fees and expenses   500,000  
Blue Sky fees and expenses   20,000  
Transfer agent and registrar fees   30,000  
Miscellaneous   578,644  
Total $ 4,000,000  

Item 14.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article Ninth of the Registrant's Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the Delaware General Corporation Law.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Registrant, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to any indemnification provision contained in the Registrant's Certificate of Incorporation or otherwise as a matter of law.

The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification of directors and certain officers of the Registrant by the underwriters against certain liabilities.

II-1




Item 15.    Recent Sales of Unregistered Securities

As part of the incorporation transactions, the Registrant will enter into definitive binding agreements to issue shares of the Registrant's common stock, par value $0.01 per share, to the members of Greenhill & Co. Holdings, LLC upon the merger of Greenhill & Co. Holdings, LLC into Greenhill & Co., Inc. The issuance of the shares of common stock to the members of Greenhill & Co. Holdings, LLC will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), because the shares will have been offered and sold in transactions exempt from registration under the Securities Act pursuant to Section 4(2) and Rule 506 thereunder.

Item 16.    Exhibits and Financial Statement Schedules.

(a) Exhibits


Exhibit
Number
Description
  1.1 Form of Underwriting Agreement
  2.1   Reorganization Agreement and Plan of Merger of Greenhill & Co. Holdings, LLC
  3.1   Amended and Restated Certificate of Incorporation
  3.2 **  By-Laws
  4.1   Form of Common Stock Certificate
  5.1   Opinion of Davis Polk & Wardwell
  10.1   Form of Greenhill & Co., Inc. Transfer Rights Agreement
  10.2 **  Form of Greenhill & Co., Inc. Employment, Non-Competition and Pledge Agreement
  10.3 **  Form of Greenhill Fund Management Co., LLC and Greenhill & Co., Inc. Employment, Non-Competition and Pledge Agreement
  10.4 **  Form of U.K. Non-Competition and Pledge Agreement
  10.5 **  Equity Incentive Plan
  10.6   Form of Indemnification Agreement
  10.7 **  Tax Indemnification Agreement
  10.8 **  Loan Agreement (Line of Credit) dated as of December 31, 2003 between First Republic Bank and Greenhill & Co. Holdings, LLC
  10.9 **  Security Agreement dated as of December 31, 2003 between Greenhill Fund Management Co., LLC and First Republic Bank
  10.10   Agreement for Lease dated February 18, 2000 between TST 300 Park, L.P. and Greenhill & Co., LLC
  10.11   First Amendment of Lease dated June 15, 2000 between TST 300 Park, L.P. and Greenhill & Co., LLC
  10.12   Agreement for Lease dated April 21, 2000 between TST 300 Park, L.P. and McCarter & English, LLP
  10.13   Assignment and Assumption of Lease dated October 3, 2003 between McCarter & English, LLP and Greenhill & Co., LLC
  10.14   Sublease Agreement dated January 1, 2004 between Greenhill Aviation Co., LLC and Riversville Aircraft Corporation
  10.15   Agreement of Limited Partnership of GCP, L.P. dated as of June 29, 2000
  10.16   GCP, LLC Limited Liability Company Agreement dated as of June 27, 2000
  10.17   Amended and Restated Agreement of Limited Partnership of Greenhill Capital, L.P., dated as of June 30, 2000
  10.18   Amendment to the Amended and Restated Agreement of Limited Partnership of Greenhill Capital, L.P. dated as of March 31, 2004
  10.19   Amended and Restated Agreement of Limited Partnership of GCP Managing Partners, L.P. dated as of March 31, 2004
  10.20   Form of Assignment and Subscription Agreement dated as of January 1, 2004

II-2





Exhibit
Number
Description
  21.1 **  List of Subsidiaries of the Registrant
  23.1   Consent of Ernst & Young LLP
  23.2   Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
  23.3 **  Consent of Thomson Financial
  24.1 **  Power of Attorney (included on signature page of initial filing)
* To be filed by subsequent amendment.
**   Previously filed.

Item 17.    Undertakings

(a) The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 30th day of April, 2004.


  GREENHILL & CO., INC.
  By: /s/ Robert F. Greenhill
    Name:   Robert F. Greenhill
Title:     Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/ Robert F. Greenhill Director, Chairman and
Chief Executive Officer
(principal executive officer)
April 30, 2004
Robert F. Greenhill
* Director and Co-President April 30, 2004
Scott L. Bok
* Director and Co-President April 30, 2004
Simon A. Borrows
* Chief Financial Officer
(principal financial officer)
April 30, 2004
John D. Liu
/s/ Harold J. Rodriguez, Jr. Managing Director—
Finance, Regulation &
Operations and Chief
Compliance Officer
(principal acounting officer)
April 30, 2004
Harold J. Rodriguez, Jr.
*By:   /s/ Robert F. Greenhill                  
                Robert F. Greenhill
                Attorney-in-fact

II-4




EXHIBIT INDEX


Exhibit Number Description
  1.1 Form of Underwriting Agreement
  2.1   Reorganization Agreement and Plan of Merger of Greenhill & Co. Holdings, LLC
  3.1   Amended and Restated Certificate of Incorporation
  3.2 **  By-Laws
  4.1   Form of Common Stock Certificate
  5.1   Opinion of Davis Polk & Wardwell
  10.1   Form of Greenhill & Co., Inc. Transfer Rights Agreement
  10.2 **  Form of Greenhill & Co., Inc. Employment, Non-Competition and Pledge Agreement
  10.3 **  Form of Greenhill Fund Management Co., LLC and Greenhill & Co., Inc. Employment, Non-Competition and Pledge Agreement
  10.4 **  Form of U.K. Non-Competition and Pledge Agreement
  10.5 **  Equity Incentive Plan
  10.6   Form of Indemnification Agreement
  10.7 **  Tax Indemnification Agreement
  10.8 **  Loan Agreement (Line of Credit) dated as of December 31, 2003 between First Republic Bank and Greenhill & Co. Holdings, LLC
  10.9 **  Security Agreement dated as of December 31, 2003 between Greenhill Fund Management Co., LLC and First Republic Bank
  10.10   Agreement for Lease dated February 18, 2000 between TST 300 Park, L.P. and Greenhill & Co., LLC
  10.11   First Amendment of Lease dated June 15, 2000 between TST 300 Park, L.P. and Greenhill & Co., LLC
  10.12   Agreement for Lease dated April 21, 2000 between TST 300 Park, L.P. and McCarter & English, LLP
  10.13   Assignment and Assumption of Lease dated October 3, 2003 between McCarter & English, LLP and Greenhill & Co., LLC
  10.14   Sublease Agreement dated January 1, 2004 between Greenhill Aviation Co., LLC and Riversville Aircraft Corporation
  10.15   Agreement of Limited Partnership of GCP, L.P. dated as of June 29, 2000
  10.16   GCP, LLC Limited Liability Company Agreement dated as of June 27, 2000
  10.17   Amended and Restated Agreement of Limited Partnership of Greenhill Capital, L.P., dated as of June 30, 2000
  10.18   Amendment to the Amended and Restated Agreement of Limited Partnership of Greenhill Capital, L.P. dated as of March 31, 2004
  10.19   Amended and Restated Agreement of Limited Partnership of GCP Managing Partner, L.P. dated as of March 31, 2004
  10.20   Form of Assignment and Subscription Agreement dated as of January 1, 2004
  21.1 **  List of Subsidiaries of the Registrant
  23.1   Consent of Ernst & Young LLP
  23.2   Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
  23.3 **  Consent of Thomson Financial
  24.1 **  Power of Attorney (included on signature page of initial filing)
* To be filed by subsequent amendment.
** Previously filed.

E-1







                                                                     Exhibit 2.1

                                                                           DRAFT

                            REORGANIZATION AGREEMENT

                               AND PLAN OF MERGER

                                   dated as of

                                  May   , 2004
                                      --

                                   relating to

                          GREENHILL & CO. HOLDINGS, LLC



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.   Definitions..................................................2
Section 1.02.   Other Definitional and Interpretative Provisions.............5

                                    ARTICLE 2
                                  RESTRUCTURING

Section 2.01.   Distribution of Global Profits and Remaining Profits.........6
Section 2.02.   Transfer of GE Ltd...........................................6
Section 2.03.   The Merger...................................................6
Section 2.04.   Conversion of Shares.........................................7
Section 2.05.   Certificate of Incorporation.................................7
Section 2.06.   Bylaws.......................................................7
Section 2.07.   Directors and Officers.......................................7
Section 2.08.   Committee Charters...........................................7
Section 2.09.   U.K. Exchange................................................7
Section 2.10.   Public Offering..............................................7
Section 2.11.   Closing......................................................7

                                    ARTICLE 3
            REPRESENTATIONS AND WARRANTIES OF THE GREENHILL ENTITIES

Section 3.01.   Corporate Existence and Power................................8
Section 3.02.   Corporate Authorization......................................8
Section 3.03.   Governmental Authorization...................................8
Section 3.04.   Noncontravention.............................................9
Section 3.05.   Capitalization...............................................9
Section 3.06.   No Previous Activity........................................10

                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF MEMBERS

Section 4.01.   Corporate Existence and Power...............................10
Section 4.02.   Corporate Authorization.....................................10
Section 4.03.   Governmental Authorization..................................10
Section 4.04.   Noncontravention............................................10
Section 4.05.   Ownership of Interests......................................11
Section 4.06.   Purchase for Investment.....................................11
Section 4.07.   Registration Statement......................................11



                                    ARTICLE 5
                              COVENANTS OF PARTIES

Section 5.01.   Consent.....................................................11
Section 5.02.   Cash Compensation...........................................11
Section 5.03.   Release.....................................................12
Section 5.04.   Best Efforts; Further Assurances............................12
Section 5.05.   Termination of Certain Agreements...........................12
Section 5.06.   Indemnification.............................................12
Section 5.07.   Use of Proceeds.............................................14

                                    ARTICLE 6
                                   CONDITIONS

Section 6.01.   Conditions to Obligations of Each Party.....................14
Section 6.02.   Conditions to the Obligations of Parent
                   and Merger Subsidiary....................................15
Section 6.03.   Conditions to the Obligations of Each Member................15
Section 6.04.   Conditions to the Obligations to Consummate
                   the U.K. Exchange........................................15

                                    ARTICLE 7
                                   TERMINATION

Section 7.01.   Termination.................................................15
Section 7.02.   Effect of Termination.......................................16

                                    ARTICLE 8
                                  MISCELLANEOUS

Section 8.01.   Survival....................................................16
Section 8.02.   Notices.....................................................17
Section 8.03.   Amendments and Waivers......................................17
Section 8.04.   Expenses....................................................18
Section 8.05.   Successors and Assigns......................................18
Section 8.06.   Governing Law...............................................18
Section 8.07.   Jurisdiction................................................18
Section 8.08.   Waiver of Jury Trial........................................18
Section 8.09.   Counterparts; Effectiveness; Third Party Beneficiaries......18
Section 8.10.   Entire Agreement............................................19
Section 8.11.   Severability................................................19
Section 8.12.   Specific Performance........................................19





                             EXHIBITS AND APPENDICES

EXHIBIT A   Restated Partnership Agreement
EXHIBIT B   Tax Indemnification Agreement (See Exhibit 10.7 of Form S-1)
EXHIBIT C   Delaware Certificate of Merger
EXHIBIT D   New York Certificate of Merger
EXHIBIT E   Amended and Restated Charter of the Company (See Exhibit 3.1 of
            Form S-1)
EXHIBIT F   Amended and Restated Bylaws of the Company (See Exhibit 3.2 of
            Form S-1)
EXHIBIT G   Directors and Officers of the Company
EXHIBIT H   Transfer Rights Agreement (See Exhibit 10.1 of Form S-1)
EXHIBIT I   Employment, Non-Competition and Pledge Agreement (See Exhibits 10.2
            and 10.3 of Form S-1)
EXHIBIT J   Non-Competition and Pledge Agreement (See Exhibit 10.4 of Form S-1)
EXHIBIT K   Equity Incentive Plan (See Exhibit 10.5 of Form S-1)


SCHEDULE 2.03   Merger Consideration
SCHEDULE 2.08   U.K. Exchange Consideration

APPENDIX Notices



                            REORGANIZATION AGREEMENT

     AGREEMENT dated as of May __, 2004 between Greenhill & Co. Holdings LLC, a
New York limited liability company ("Holdings"), Greenhill & Co. GmbH, a German
limited liability corporation ("GmbH"), Greenhill & Co. Europe, Limited, an
English corporation ("GE Ltd."), Greenhill & Co. Cayman Limited, a corporation
organized under the laws of the Cayman Islands ("Cayco"), Greenhill & Co.
International, LLP, a limited liability partnership organized under the laws of
England ("GLLP"), Greenhill & Co., Inc., a newly formed Delaware corporation and
a subsidiary of Holdings (the "Company" or "GHL", and collectively with
Holdings, GmbH, GE Ltd., Cayco and GLLP, the "Greenhill Entities") and the
Members (as defined below).

                              W I T N E S S E T H:

     WHEREAS, the Members wish to reorganize the Greenhill Entities in
anticipation of the issuance to the public of shares of common stock of the
Company;

     WHEREAS, GLLP has received authorization from the U.K. Financial Services
Authority to reorganize itself in the manner described in the U.K. Agreements
(as defined below) and herein;

     WHEREAS, GE Ltd. has previously retired as a member of GLLP in exchange for
the German Assets and the Note (each as defined below);

     WHEREAS, simultaneously with the retirement of GE Ltd., GE Ltd., GLLP and
the U.K. Partners (as defined below) entered into the Option Agreement (as
defined below);

     WHEREAS, two business days prior to the Closing (as defined below) the U.K.
Partners will send the Offer Letter (as defined below), pursuant to which the
U.K. Partners will offer their partnership interests in GLLP to Cayco on the
terms and conditions set forth therein, acceptance being possible only by the
issue of Ordinary Shares of Cayco;

     WHEREAS, if the offer set out in the Offer Letter is accepted, each of the
U.K. Partners will execute the U.K. Partners Option Agreement (as defined
below), pursuant to which the U.K. Partners who so exchange their partnership
interests will be granted an option to subscribe for an interest in GLLP on the
terms set forth in the Restated Partnership Agreement (as defined below); and

     WHEREAS, contemporaneously with the acceptance of the Offer Letter each of
the U.K. Partners will be appointed as a director of GE Ltd.

     The parties hereto agree as follows:



                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.01 Definitions. The following terms, as used herein, have the
following meanings:

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with such Person.

     "Closing Date" means the date of the Closing.

     "Common Stock" means the common stock, par value $.01 per share, of the
Company.

     "Continuing Agreements" means (i) the Agreement of Limited Partnership of
GCP, L.P., dated as of June 29, 2000, (ii) the GCP, LLC Limited Liability
Company Agreement dated as of June 27, 2000 among Greenhill & Co., LLC and the
Individual Members Named Therein, (iii) the Amended and Restated Agreement of
Limited Partnership of Greenhill Capital Partners (Executives), L.P. dated as of
June 30, 2000, (iv) the Option Agreement, (v) the U.K. Partners Option
Agreement, (vi) the Offer Letter and (vii) the Restated Partnership Agreement,
in each case, as subsequently amended.

     "Dissociation Agreement" means the Dissociation Agreement dated as of _____
__, 2004 among GE Ltd., GLLP and U.K. Partners.

     "German Assets" means the assets of GLLP associated with GLLP's German
trade.

     ["Greenhill Receivables, LLC" means the newly formed limited liability
company to be owned, if required, by the U.S. Members, the operating agreement
of which shall be in the form of Exhibit ___ hereto.]

     "HSR Act" means the Hart Scott Rodino Antitrust Improvements Act of 1976,
as amended.

     "Interest" means, in the case of any U.S. Member, such Member's limited
liability company interest in Holdings.

     "Lien" means, with respect to any property or asset, any mortgage, lien,
pledge, charge, security interest, encumbrance or other adverse claim of any
kind in respect of such property or asset. For the purposes of this Agreement, a
Person shall be deemed to own subject to a Lien any property or asset which it
has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such property or asset.


                                        2



     "Loan Notes" means [notes, substantially in the form of Exhibit __ hereto,
to be issued to the U.K. Partners by the Company in accordance with Section 2.09
hereof].

     "Members" means the U.S. Members and the U.K. Partners.

     "Non-Competition Agreement" means, in the case of the U.S. Members, the
Employment, Non-Competition and Pledge Agreement substantially in the form of
Exhibit I hereto and in the case of the U.K. Partners, the Non-Competition and
Pledge Agreement substantially in the form of Exhibit J hereto.

     ["Note" means the note issued by GLLP in favor of GE Ltd. as provided in
the Dissociation Agreement.]

     "Offer Letter" means the Offer Letter from the U.K. Partners to Cayco
substantially in the form of Exhibit __ hereto.

     "Operating Agreement" means the Operating Agreement of Holdings dated as of
January 1, 2002[, as amended].

     "Option Agreement" means the Option Agreement dated as of _____ __, 2004
among GE Ltd., GLLP and the U.K. Partners.

     "Ordinary Shares" means ordinary shares, (pound) __ par value, of Cayco.

     "Partnership Agreement" means the Restated Partnership Agreement of GLLP
dated March 20, 2002[, as amended].

     "Public Offering" means the sale of shares of Common Stock pursuant to the
Registration Statement which will be consummated immediately following the
Closing.

     "1934 Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

     "Person" means an individual, corporation, partnership, limited liability
company, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "Registration Statement" means the registration statement of the Company on
Form S-1 in respect of sales of Common Stock filed with the SEC on March 11,
2004, together with all subsequent amendments thereto.

     "Remaining Profit" means any Global Profit (as defined in the SEPA) for the
Target Period (as defined in the SEPA) ending on the Closing Date that


                                        3



shall not have been distributed to the Members, minus any cash required to meet
the needs of the Company, minus any portion of the Global Profit to be
distributed pursuant to the U.K. Agreements, all as determined by RFG two
business days prior to the Closing.

     "Reorganization Transactions" means the steps taken or to be taken pursuant
to the U.K. Agreements and this Agreement to reorganize the Greenhill Entities
in anticipation of the Public Offering.

     "Restated Partnership Agreement" means the Partnership Agreement of GLLP,
restated in the form of Exhibit __ hereto.



     "RFG" means Robert F. Greenhill.

     "SEC" means the Securities and Exchange Commission.

     "SEPA" means the Senior Executive Profitsharing Agreement dated as of

January 1, 2002 among Robert F. Greenhill, the U.S. Members and the U.K.
Partners.

     "Subsidiary" means any entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time directly
or indirectly owned by the Company.

     "Tax Indemnification Agreement" means the Tax Indemnification Agreement
among the Company, Cayco, the U.S. Members and the U.K. Partners in the form of
Exhibit B hereto.

     "Terminated Agreements" means (i) the SEPA, (ii) the Capital Transaction
Agreement dated as of January 1, 2002, among Robert F. Greenhill, the U.S.
Members and the U.K. Members, (iii) the Operating Agreement and (iv) [others?].

     "Transaction Agreements" means the U.K. Agreements, the Tax Indemnification
Agreement, the Non-Competition Agreements [others?].

     "U.K. Agreements" means the Dissociation Agreement, the Option Agreement,
the Offer Letter, the U.K. Partners Option Agreement, [others?].

     "U.K. Partners" means Simon Borrows, James Blyth, Brian J. Cassin, James
R.C. Lupton, Richard Morse, Colin T. Roy and David A.Wyles.

     "U.K. Partners Option Agreement" means the Option Agreement dated as of the
date hereof among the U.K. Partners, GE Ltd. and GLLP.


                                       4



     "U.S. Members" means Scott L. Bok, Jeffrey F. Buckalew, Timothy M. Dwyer,
Timothy M. George, Greenhill Family Limited Partnership, Riversville Aircraft
Corporation II, Michael A. Kramer, Peter C. Krause, John D. Liu, Gregory R.
Miller, Harvey R. Miller, Robert H. Niehaus, V. Frank Pottow, Gregory G.
Randolph, Bradley A. Robbins and Harold J. Rodriguez, Jr.

     (b) Each of the following terms is defined in the Section set forth
opposite such term:



Term                    Section
----                    -------
Closing                   2.11
Company Securities        3.05
Delaware Law              2.03
Effective Time            2.03
Indemnitee                5.06
Merger                    2.03
New York Law              2.03
Surviving Corporation     2.03
U.K. Exchange             2.09


     Section 1.02. Other Definitional and Interpretative Provisions. Unless
specified otherwise, in this Agreement the obligations of any party consisting
of more than one person are joint and several. The words "hereof", "herein" and
"hereunder" and words of like import used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof. References to Articles,
Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and
Schedules of this Agreement unless otherwise specified. All Exhibits and
Schedules annexed hereto or referred to herein are hereby incorporated in and
made a part of this Agreement as if set forth in full herein. Any capitalized
terms used in any Exhibit or Schedule but not otherwise defined therein, shall
have the meaning as defined in this Agreement. Any singular term in this
Agreement shall be deemed to include the plural, and any plural term the
singular. Whenever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation", whether or not they are in fact followed by those words or words of
like import. "Writing", "written" and comparable terms refer to printing, typing
and other means of reproducing words (including electronic media) in a visible
form. References to any agreement or contract are to that agreement or contract
as amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof. References to any Person include the successors and
permitted assigns of that Person. References from or through any date mean,
unless otherwise specified, from and including or through and including,
respectively.


                                       5



                                    ARTICLE 2
                                  RESTRUCTURING

     Section 2.01. [Distribution of Global Profits and Remaining Profits. Two
business days prior to the Closing, RFG shall determine the amount of the
Remaining Profit. All right, title and interest in any Remaining Profit not so
distributed shall be assigned to Greenhill Receivables, LLC, whereupon (but in
any event no later than on the business day immediately preceding the Closing),
the limited liability interests in Greenhill Receivables, LLC shall be
distributed to the U.S. Members.]

     Section 2.02. Transfer of GE Ltd. Two business days prior to the Merger,
Holdings shall assign to the Company all of its right, title and interest in all
of the shares of capital stock of GE Ltd. owned by Holdings (and the Company
shall accept such assignment and assume all liabilities relating thereto) for
consideration of (pound)1.00.

     Section 2.03. The Merger. (a) At the Effective Time, Holdings shall be
merged (the "Merger") with and into the Company in accordance with the
requirements of the General Corporation Law of the State of Delaware ("Delaware
Law") and the applicable laws of the State of New York (the "New York Law") and
in accordance with the terms and conditions hereof, whereupon the separate
existence of Holdings shall cease in accordance with New York Law, and the
Company shall be the surviving corporation (the "Surviving Corporation").

     (b) As soon as practicable after satisfaction or, to the extent permitted
hereunder, waiver of all conditions to the Merger, the Company will file a
certificate of merger substantially in the form of Exhibit C with the Delaware
Secretary of State and deliver to the Department of State of the State of New
York a certificate of merger substantially in the form of Exhibit D hereto and
make other filings or recordings required by Delaware Law and New York Law in
connection with the Merger. The Merger shall become effective at such time (the
"Effective Time") as the certificate of merger is duly filed with the Delaware
Secretary of State or at such later time as is specified in the certificate of
merger.

     (c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, powers, privileges and franchises and be subject to all
of the obligations, liabilities, restrictions and disabilities of Holdings and
the Company, all as provided under Delaware Law and New York Law and without
further transfer, succeed to and possess all of the rights, privileges and
powers of Holdings, and all of the assets and property of whatever kind and
character of Holdings shall vest in the Company without further act or deed;
thereafter, the Company, as the Surviving Corporation, shall be liable for all
of the liabilities and


                                       6



obligations of Holdings, and any claim or judgment against Holdings may be
enforced against the Company, as the Surviving Corporation.

     Section 2.04. Conversion of Shares. (a) At the Effective Time, each limited
liability company interest in Holdings outstanding immediately prior to the
Effective Time shall be converted into that number of shares of Common Stock set
forth opposite the name of each U.S. Member on Schedule 2.03.

     (b) Each share of capital stock of the Company outstanding immediately
prior to the Effective Time shall, by virtue of the Merger and without any
action on the part of the holder thereof, be cancelled.

     Section 2.05. Certificate of Incorporation. The certificate of
incorporation of the Company in effect at the Effective Time (which shall be in
the form of Exhibit E) shall be the certificate of incorporation of the
Surviving Corporation, until amended in accordance with applicable law.

     Section 2.06. Bylaws. The bylaws of the Company in effect at the Effective
Time (which shall be in the form of Exhibit F) shall be the bylaws of the
Surviving Corporation until amended in accordance with applicable law.

     Section 2.07. Directors and Officers. From and after the Effective Time,
until successors are duly elected or appointed and qualified in accordance with
applicable law, (i) the directors of the Company at the Effective Time shall be
the directors of the Surviving Corporation and (ii) the officers of the Company
at the Effective Time (which shall be the persons set forth on Exhibit G) shall
be the officers of the Surviving Corporation.

     Section 2.08. Committee Charters. No later than the Closing, Holdings and
the Company shall take all necessary actions to ensure that charters for the
audit, compensation and nominating committees in the form of Exhibits ___, ___
and ___ hereto, be adopted.

     Section 2.09. U.K. Exchange. Immediately following the Merger, upon
satisfaction of the conditions set forth in Section 6.04, and immediately prior
to the closing of the public offering, each U.K. Partner shall exchange all of
the Ordinary Shares that he holds at such time for the number of shares of
Common Stock [and Loan Notes in the principal amount] set forth opposite the
name of such U.K. Partner on Schedule 2.08 (collectively the "U.K. Exchange").

     Section 2.10. Public Offering. Immediately following the Closing, the
Company shall consummate the Public Offering.

     Section 2.11. Closing. The closing (the "Closing") of the Merger, the U.K.
Exchange and the other transactions contemplated by this Agreement (other


                                       7



than the closing contemplated by the Offer Letter) shall take place at the
offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, as
soon as possible after satisfaction of the conditions set forth in Article 6, or
at such other time or place as the parties may agree. At the Closing:

     (a) the Company and each of the Members shall execute and deliver the
Transfer Rights Agreement in the form of Exhibit H hereto;

     (b) the Company and each of the Members shall execute and deliver the
Non-Competition Agreements in the forms of Exhibits I and J hereto, as
applicable;

     (c) the Company, Cayco and each of the Members shall execute and deliver
the Tax Indemnification Agreement in the form of Exhibit B hereto; and

     (d) the Company shall adopt the Equity Incentive Plan in the form of
Exhibit K hereto.

                                    ARTICLE 3
            REPRESENTATIONS AND WARRANTIES OF THE GREENHILL ENTITIES

     Each of the Greenhill Entities represents and warrants, severally and not
jointly, to each Member as of the date hereof and as of the Closing Date that:

     Section 3.01. Corporate Existence and Power. Such Greenhill Entity is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has all powers (corporate or otherwise) and all
material governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted.

     Section 3.02. Corporate Authorization. The execution, delivery and
performance by such Greenhill Entity of this Agreement and each Transaction
Agreement to which it is a party and the consummation of the transactions
contemplated hereby and thereby are within such Greenhill Entity's powers and
have been duly authorized by all necessary corporate action on the part of such
Greenhill Entity. This Agreement constitutes, and upon execution and delivery,
each Transaction Agreement to which it is a party will constitute, a valid and
binding agreement of such Greenhill Entity.

     Section 3.03. Governmental Authorization. The execution, delivery and
performance by such Greenhill Entity of this Agreement and each Transaction
Agreement to which it is a party and the consummation of the transactions
contemplated hereby and thereby require no action by or in respect of, or filing
with, any governmental body, agency or official other than (i) compliance with
any applicable requirements of the HSR Act, (ii) compliance with any applicable


                                       8



requirements of the 1933 Act and 1934 Act, and (iii) compliance with [add ref.
to FSA approval].

     Section 3.04. Noncontravention. The execution, delivery and performance by
such Greenhill Entity of this Agreement and each Transaction Agreement to which
it is a party and the consummation of the transactions contemplated hereby and
thereby do not and will not (i) violate the organizational documents of such
Greenhill Entity, (ii) assuming compliance with the matters referred to in
Section 3.03, violate any applicable law, rule, regulation, judgment,
injunction, order or decree, (iii) require any consent or other action by any
Person under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration of any right or obligation of any
Greenhill Entity or to a loss of any benefit to which such Greenhill Entity is
entitled under any provision of any agreement or other instrument binding upon
such Greenhill Entity or (iv) result in the creation or imposition of any Lien
on any asset of any Greenhill Entity.

     Section 3.05. Capitalization. (a) The authorized capital stock of the
Company consists of 100,000,000 shares of Common Stock and 10,000,000 shares of
preferred stock, no par value ("Preferred Stock"). As of the date hereof, there
are outstanding 1,000 shares of Common Stock and no shares of Preferred Stock.
Upon the consummation of the Public Offering, ______ shares of Common Stock will
be outstanding.

     (b) All outstanding shares of capital stock of the Company have been duly
authorized and validly issued and are fully paid and non-assessable. Upon
issuance of the Common Stock in the Public Offering, all shares of Common Stock
so issued will be duly authorized, validly issued, and when delivered against
payment therefor, will be fully paid and non-assessable. Except as set forth in
this Section 3.05, there are no outstanding shares of capital stock or voting
securities of the Company, securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the Company or
options or other rights to acquire from the Company, or other obligation of the
Company to issue, any capital stock, voting securities or securities convertible
into or exchangeable for capital stock or voting securities of the Company (the
items in Sections 3.05(b)(i), 3.05(b)(ii) and 3.05(b)(iii) being referred to
collectively as the "Company Securities"). There are no outstanding obligations
of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any
Company Securities.(1)

----------
(1) Discuss timing of issuance of first set of RSUs. May need schedule.


                                        9



     Section 3.06. No Previous Activity. The Company is a newly formed
corporation and has not engaged in any business activities since the date of its
incorporation other than activities incidental to the transactions contemplated
by this Agreement and in preparation of the Public Offering.

                                   ARTICLE 4.
                    REPRESENTATIONS AND WARRANTIES OF MEMBERS

     Each Member represents and warrants to the Company, severally and not
jointly, as of the Closing Date that:

     Section 4.01. Corporate Existence and Power. Such Member (in the case of a
Member who is not a natural Person) is an entity duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization
and has all powers (corporate or otherwise) and all material governmental
licenses, authorizations, permits, consents and approvals required to carry on
its business as now conducted. Such Member is not a resident of any jurisdiction
under the laws of which such Member's Interests, Ordinary Shares or shares of
Common Stock may be deemed to be "community property."

     Section 4.02. Corporate Authorization. The execution, delivery and
performance by such Member of this Agreement and each Transaction Agreement to
which he or it is a party and the consummation of the transactions contemplated
hereby and thereby, including the pledge of shares of Common Stock pursuant to
the Non-Competition Agreement, are within the powers of such Member (corporate
or otherwise) and have been duly authorized by all necessary corporate action on
the part of such Member. This Agreement constitutes, and upon execution and
delivery, each Transaction Agreement (other than the Offer Letter) to which he
or it is a party will constitute, a valid and binding agreement of such Member.
The Offer Letter will, upon execution and delivery thereof by such Member and
acceptance thereof by Cayco, constitute a valid and binding agreement of such
Member.

     Section 4.03. Governmental Authorization. The execution, delivery and
performance by such Member of this Agreement and each Transaction Agreement to
which he or it is a party and the consummation of the transactions contemplated
hereby and thereby require no material action by or in respect of, or material
filing with, any governmental body, agency or official other than compliance
with any applicable requirements of the HSR Act.

     Section 4.04. Noncontravention. The execution, delivery and performance by
such Member of this Agreement and each Transaction Agreement to which he or it
is a party and the consummation of the transactions contemplated hereby and
thereby do not and will not (i) in the case of a Member who is not a


                                       10



natural Person, violate the organizational documents of such Member or (ii)
assuming compliance with the matters referred to in Section 4.03, violate any
applicable material law, rule, regulation, judgment, injunction, order or
decree.

     Section 4.05. Ownership of Interests. Such Member is the record and
beneficial owner of the Interests or Ordinary Shares, as applicable, set forth
opposite such Member's name on Schedule 4.05, free and clear of any Lien and any
other limitation or restriction (including any restriction on the right to vote,
sell or otherwise dispose of such Interests or Ordinary Shares, as applicable,
other than, in each case, any such restrictions set forth in the Operating
Agreement), and such Member will, if he is a U.K. Partner, transfer and deliver
to the Company at the Closing valid title to such Ordinary Shares free and clear
of any Lien and any such limitation or restriction.

     Section 4.06. Purchase for Investment. Such Member is purchasing the Shares
[and Loan Notes] for investment for its own account and not with a view to, or
for sale in connection with, any distribution thereof. Such Member (either alone
or together with its advisors) has sufficient knowledge and experience in
financial and business matters so as to be capable of evaluating the merits and
risks of its investment in the Shares [and Loan Notes] and is capable of bearing
the economic risks of such investment.

     Section 4.07. Registration Statement. Such Member has read the Registration
Statement and, to its or his knowledge, it does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements made therein, in the light of the circumstances under which they
were made, not misleading.

                                   ARTICLE 5.
                              COVENANTS OF PARTIES

     Section 5.01. Consent. Each Member hereby consents to each of the
Reorganization Transactions and ratifies all actions previously taken by any of
the Greenhill Entities and each of their respective managers, members, officers
and directors in connection with the execution of those steps of the
Reorganization Transactions which were completed prior to the date hereof.

     Section 5.02. Cash Compensation. Each Member hereby acknowledges that it
will be the policy of the Company (which policy will be reviewed annually and is
subject to change at any time by the Compensation Committee of the Company's
Board of Directors) to limit the Company's aggregate compensation and benefits
expense, as reflected in the Company's audited financial statements for any
fiscal year, to no more than 50% of its reported revenues in that fiscal year.
Compensation and benefits expense will include, among other things, all


                                       11



salaries, bonus and other compensation (both cash and non-cash) paid by the
Company and its subsidiaries to their managing directors, executive officers and
other employees.

     Section 5.03. Release. Effective at the Closing, in consideration for good
and valuable consideration, the sufficiency of which is hereby acknowledged,
each Member, as to itself or himself, and its or his past, present and future
affiliates, and its and their respective successors, predecessors, assigns,
heirs, officers, directors, members, managers, partners, employees, consultants
and trustees, hereby releases, acquits and forever discharges each Greenhill
Entity and its past, present and future affiliates and its and their respective
successors, predecessors, assigns, heirs, officers, directors, members,
managers, partners, employees, consultants and trustees, in respect of and from
any and all debts, demands, actions, causes of action, suits, accounts,
covenants, contracts, agreements, torts, damages and any and all claims,
defenses, offsets, judgments, demands and liabilities whatsoever, of every name
and nature, both at law and in equity, known or unknown, suspected or
unsuspected, accrued or unaccrued, which have been or could have been asserted
against such other Person, which the releasing Person has or ever had which
arise out of or in any way related or are incidental to events, circumstances or
actions taken by such other Person prior to the Closing; provided, however, that
the foregoing general release shall not affect any Person's right to enforce
this Agreement or any of the Continuing Agreements to which such Member is a
party.

     Section 5.04. Best Efforts; Further Assurances. Subject to the terms and
conditions of this Agreement, each party will use its or his best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary or desirable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement.

     Section 5.05. Termination of Certain Agreements. Each party hereto that is
a party to any of the Terminated Agreements hereby agrees that each such
Terminated Agreement shall, effective as of the Closing, be terminated
automatically without the need for any additional action by any party thereto.

     Section 5.06. Indemnification. (a) The Company shall indemnify any Person
(each, an "Indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding brought
by or against Holdings or any of its Subsidiaries or otherwise, whether civil,
criminal, administrative or investigative, including, without limitation, any
action by or in the right of Holdings or any of its Subsidiaries to procure a
judgment in its favor, by reason of the fact that such Indemnitee was the
managing member, a member, an executive committee member or an officer of
Holdings or any of its Subsidiaries, or at the relevant time, having been such a
managing member, member, executive committee member or officer, or that such
Indemnitee is or


                                       12



was serving at the request of Holdings or any of its Subsidiaries as a partner,
director, officer or trustee of another Person, against all expenses (including
attorneys' fees and disbursements), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such Indemnitee in connection
with such action, suit or proceeding. Notwithstanding the forgoing, no
indemnification shall be provided to or on behalf of any Indemnitee if a
judgment or other final adjudication adverse to such Indemnitee establishes that
(i) such Indemnitee's acts were committed in bad faith or were the result of
active and deliberate dishonesty and, in either case, were material to the cause
of action so adjudicated or (ii) such Indemnitee in fact personally gained a
financial profit or other advantage to which such Indemnitee was not legally
entitled.

     (b) Any indemnification under subsection (a) of this Section 5.06 shall
(unless ordered by a court) be made by the Company only as authorized in the
specific case upon a determination that the indemnification of the Indemnitee is
proper under the circumstances because such Indemnitee has met the applicable
standard of conduct set forth in subsection (a) of this Section 5.06. Such
determination shall be made by the Board of the Directors of the Company in good
faith or, if the Board so directs, by independent legal counsel in a written
opinion.

     (c) The Company may, in the discretion of the Board of Directors of the
Company, pay expenses incurred by any Indemnitee in defending any action, suit
or proceeding described in subsection (a) of this Section 5.06 in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Indemnitee to repay such advance if it shall
ultimately be determined that such Indemnitee is not entitled to be indemnified
by the Company pursuant to this Section 5.06.

     (d) The Company may, in the discretion of the Board of Directors of the
Company, purchase and maintain insurance on behalf of any Indemnitee against any
liability asserted against such Indemnitee, whether or not the Company would
have the power by law to indemnify such Indemnitee against such liability.

     (e) The indemnification provided by this Section 5.06 shall not be deemed
exclusive of any other rights to indemnification to which those seeking
indemnification may be entitled under any agreement, determination of the Board
of Directors of the Company or otherwise. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Section 5.06 shall continue as to an Indemnitee who ceased to be a Member
or officer (or other person indemnified hereunder) prior to the Closing and
shall inure to the benefit of the executors, administrators, legatees and
distributees of such Person.


                                       13



     Section 5.07. Use of Proceeds. The Company intends to use the proceeds from
the Public Offering to (i) repay all outstanding indebtedness for borrowed money
and (ii) make investments in the Company's merchant banking funds.

                                   ARTICLE 6.
                                   CONDITIONS

     Section 6.01. Conditions to Obligations of Each Party. The obligations of
each Greenhill Entity and each Member to consummate the Merger are subject to
the satisfaction or, to the extent permissible by law, waiver of the following
conditions:

     (a) this Agreement shall have been (i) approved and adopted by the sole
stockholder of the Company in accordance with Delaware Law and (ii) adopted by
the Members in accordance with New York Law;

     (b) no provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit the consummation of the transactions
contemplated by this Agreement;

     (c) any applicable waiting period under the HSR Act relating to the Merger
and the U.K. Exchange shall have expired or been terminated;

     (d) the Registration Statement shall have been declared effective and no
stop order suspending the effectiveness of the Registration Statement shall be
in effect and no proceedings for such purpose shall be pending before or
threatened by the SEC;

     (e) the shares of Common Stock to be issued in the Public Offering shall
have been approved for listing on the New York Stock Exchange, subject to
official notice of issuance;

     (f) each of the Dissociation Agreement, Option Agreement, Offer Letter and
U.K. Partners Option Agreement shall have been executed and delivered by each of
the parties thereto and the Offer Letter shall have been accepted in accordance
with its terms, and each of the foregoing shall continue in full force and
effect, and there shall not have occurred any material breach of any such
agreement;

     (g) each of the U.K. Partners shall have been appointed a director of GE
Ltd.;

     (h) all actions by or in respect of, or filings with, any governmental
body, agency, official or authority, domestic, foreign or supranational,
required to


                                       14



permit the consummation of the transactions contemplated by this Agreement,
shall have been taken, made or obtained; and

     (i) all of the conditions precedent to the consummation of the Public
Offering (other than the consummation of the transactions contemplated by this
Agreement) shall have been satisfied or waived, and the Public Offering shall be
consummated substantially simultaneously herewith.

     Section 6.02. Conditions to the Obligations of Parent and Merger
Subsidiary. The obligations of the Greenhill Entities to consummate the
transaction contemplated by this Agreement are subject to the satisfaction of
the following further conditions:

     Each Member shall have performed in all material respects all of its
obligations hereunder or in any other Transaction Agreement (other than the U.K.
Exchange) to which it is a party required to be performed by it at or prior to
the Closing; the representations and warranties of each Member contained in this
Agreement shall be true at and as of the Closing as if made at and as of such
time; and the Company shall be reasonably satisfied that each U.K. Partner will
complete the U.K. Exchange immediately following the Effective Time.

     Section 6.03. Conditions to the Obligations of Each Member. The obligations
of each Member to consummate the transactions contemplated by this Agreement are
subject to the satisfaction of the following further conditions:

     Each Greenhill Entity [and each other Member] shall have performed in all
material respects all of its obligations hereunder or in any other Transaction
Agreement (other than the U.K. Exchange) to which it is a party required to be
performed by it at or prior to the Closing, and the representations and
warranties of the Greenhill Entities contained in this Agreement shall be true
in all material respects at and as of the Closing as if made at and as of such
time.

     Section 6.04. Conditions to the Obligations to Consummate the U.K.
Exchange. The obligations of each U.K. Partner and the Company to consummate the
U.K. Exchange shall be subject to the satisfaction of the following further
condition:

     The Merger shall have become effective in accordance with the terms of this
Agreement.

                                   ARTICLE 7.
                                   TERMINATION

     Section 7.01. Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the


                                       15



Closing (notwithstanding any approval of this Agreement by the sole stockholder
of the Company or the Members):

     (a) by mutual written agreement of the Company and the Members;

     (b) by the Company, if:

          (i) the transactions contemplated hereby have not been consummated on
     or before [month] __, ____ (the "End Date");

          (ii) (A) there shall be any law or regulation that makes consummation
     of the transactions contemplated hereby illegal or otherwise prohibited or
     (B) any judgment, injunction, order or decree of any court or governmental
     body having competent jurisdiction enjoining the Greenhill Entities from
     consummating the transactions contemplated hereby is entered; or

          (iii) a breach of any representation or warranty or failure to perform
     any covenant or agreement on the part of any Member set forth in this
     Agreement shall have occurred that would cause any condition set forth in
     Section 6.01 or Section 6.02 not to be satisfied, and such condition is
     incapable of being satisfied by the End Date.

     The party desiring to terminate this Agreement pursuant to this Section
7.01 shall give notice of such termination to the other party.

     Section 7.02 . Effect of Termination. If this Agreement is terminated
pursuant to Section 7.01, this Agreement shall become void and of no effect,
without liability of any party (or any stockholder, director, officer, employee,
agent, consultant or representative of such party) to the other party hereto.
The provisions of this Section 7.02 and Sections 8.05, 8.06, 8.07, 8.08 and 8.09
shall survive any termination hereof pursuant to Section 7.01.

                                    ARTICLE 8
                                  MISCELLANEOUS

     Section 8.01 . Survival. The representations and warranties of the parties
hereto contained in this Agreement or in any certificate or other writing
delivered pursuant hereto or in connection herewith shall survive the Closing
until the first anniversary of the Closing Date. The covenants and agreements of
the parties hereto contained in this Agreement or in any certificate or other
writing delivered pursuant hereto or in connection herewith shall survive the
Closing indefinitely or for the shorter period explicitly specified therein,
except that for such covenants and agreements that survive for such shorter
period, breaches thereof shall survive indefinitely or until the latest date
permitted by law.


                                       16



     Section 8.02. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile transmission) and
shall be given,

     if to any Greenhill Entity, to:

          Greenhill & Co., Inc.
          300 Park Avenue
          23rd Floor
          New York, New York 10022
          Attention: Scott Bok
          Facsimile No.: 212-389-1700

     with a copy to:

          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York 10017
          Attention: Ulrika Ekman
          Facsimile No.: (212) 450-3800

     if to any Member, to the address of such Member set forth in Appendix ____
hereto,

or to such other address or facsimile number as such party may hereafter specify
for the purpose of notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a Business Day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding Business Day in the place of receipt.

     Section 8.03. Amendments and Waivers. Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each party to this Agreement, or in
the case of a waiver, by the party against whom the waiver is to be effective.
No failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.


                                       17



     Section 8.04. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such cost or expense.

     Section 8.05. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no Member may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the Company.

     Section 8.06. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Delaware, without regard to
the conflicts of law rules of such state.

     Section 8.07. Jurisdiction. The parties hereto agree that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the
Southern District of New York or any New York State court sitting in New York
City, so long as one of such courts shall have subject matter jurisdiction over
such suit, action or proceeding, and that any cause of action arising out of
this Agreement shall be deemed to have arisen from a transaction of business in
the State of New York, and each of the parties hereby irrevocably consents to
the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party as provided in this Section
8.07 shall be deemed effective service of process on such party.

     Section 8.08. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 8.09. Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by all of the


                                       18



other parties hereto. Until and unless each party has received a counterpart
hereof signed by the other party hereto, this Agreement shall have no effect and
no party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). No provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations or
liabilities hereunder upon any Person other than the parties hereto and their
respective successors and assigns.

     Section 8.10. Entire Agreement. This Agreement and the Transaction
Agreements constitute the entire agreement between the parties with respect to
the subject matter of this Agreement and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter of this Agreement.

     Section 8.11. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

     Section 8.12. Specific Performance. The parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
the courts specified in Section 8.07, in addition to any other remedy to which
they are entitled at law or in equity.


                                       19



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

                                         GREENHILL & CO., INC.


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


                                         GREENHILL & CO. HOLDINGS, LLC


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


                                         GREENHILL & CO. GMBH


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


                                         GREENHILL & CO. INTERNATIONAL, LLP


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


                                         GREENHILL & CO. EUROPE, LIMITED


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



                                         RIVERSVILLE AIRCRAFT CORPORATION II


                                         By:
                                             -----------------------------------
                                             Name: Robert F. Greenhill
                                             Title: President


                                         GREENHILL FAMILY LP,
                                            By Robert F. Greenhill,
                                            its General Partner


                                         By:
                                             -----------------------------------
                                             Name: Robert F. Greenhill
                                             Title: General Partner


                                         U.S. MEMBERS:


                                         ---------------------------------------
                                         SCOTT L. BOK


                                         ---------------------------------------
                                         SIMON BORROWS


                                         ---------------------------------------
                                         JEFFREY F. BUCKALEW


                                         ---------------------------------------
                                         TIMOTHY M. DWYER




                                         ---------------------------------------
                                         TIMOTHY M. GEORGE


                                         ---------------------------------------
                                         MICHAEL A. KRAMER


                                         ---------------------------------------
                                         PETER C. KRAUSE


                                         ---------------------------------------
                                         JOHN D. LIU


                                         ---------------------------------------
                                         GREGORY R. MILLER


                                         ---------------------------------------
                                         HARVEY R. MILLER


                                         ---------------------------------------
                                         ROBERT H. NIEHAUS


                                         ---------------------------------------
                                         V. FRANK POTTOW




                                         ---------------------------------------
                                         GREGORY G. RANDOLPH


                                         ---------------------------------------
                                         BRADLEY A. ROBBINS


                                         ---------------------------------------
                                         HAROLD J. RODRIGUEZ, JR.


                                         U.K. PARTNERS:


                                         ---------------------------------------
                                         JAMES BLYTH


                                         ---------------------------------------
                                         BRIAN J. CASSIN


                                         ---------------------------------------
                                         JAMES R. C. LUPTON


                                         ---------------------------------------
                                         RICHARD MORSE




                                         ---------------------------------------
                                         COLIN T. ROY


                                         ---------------------------------------
                                         DAVID A. WYLES










                                                                     Exhibit 3.1

                              AMENDED AND RESTATED



                          CERTIFICATE OF INCORPORATION

                                       OF

                              GREENHILL & CO., INC.

                     Pursuant to Sections 242 and 245 of the
                General Corporation Law of the State of Delaware

                                    * * * * *

     Greenhill & Co., Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), does hereby certify as follows:

     FIRST: The present name of the Corporation is Greenhill & Co., Inc., which
is the name under which the Corporation was originally incorporated; and the
date of filing the original Certificate of Incorporation of the Corporation with
the Secretary of State of the State of Delaware is March 10, 2004.

     SECOND: The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FOURTH thereof and by substituting in lieu
thereof new Article FOURTH which is set forth in the Amended and Restated
Certificate of Incorporation hereinafter provided for.

     THIRD: The provisions of the Certificate of Incorporation of the
Corporation as heretofore amended and/or supplemented, and as herein amended,
are hereby restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled Amended and Restated Certificate of
Incorporation of Greenhill & Co., Inc. without any further amendments other than
the amendment herein certified and without any discrepancy between the
provisions of the Certificate of Incorporation as heretofore amended and
supplemented and the provisions of the said single instrument hereinafter set
forth.

     FOURTH: The amendments and the restatement of the Certificate of
Incorporation herein certified have been duly adopted by the stockholders in
accordance with the provisions of Sections 228, 242, and 245 of the General
Corporation Law of the State of Delaware.

     FIFTH: The Certificate of Incorporation of the Corporation, as amended and
restated herein, shall at the effective time of this Amended and Restated
Certificate of Incorporation, read as follows:



                       AMENDED AND RESTATED CERTIFICATE OF
                                  INCORPORATION

                                       OF

                              GREENHILL & CO., INC.

                                    * * * * *

     FIRST: The name of the Corporation is Greenhill & Co., Inc.

     SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
("Delaware Law").

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 110,000,000, consisting of 100,000,000 shares of
Common Stock, par value $0.01 per share (the "Common Stock"), and 10,000,000
shares of Preferred Stock, no par value, (the "Preferred Stock").

     The Board of Directors is hereby empowered to authorize by resolution or
resolutions from time to time the issuance of one or more classes or series of
Preferred Stock and to fix the designations, powers, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, if any, with respect to each such class or
series of Preferred Stock and the number of shares constituting each such class
or series, and to increase or decrease the number of shares of any such class or
series to the extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time.

     FIFTH: Each holder of Common Stock, as such, shall be entitled to one vote
for each share of Common Stock held of record by such holder on all matters on
which stockholders generally are entitled to vote; provided, however, that,
except as otherwise required by law, holders of Common Stock, as such, shall not
be entitled to vote on any amendment to this Certificate of Incorporation
(including any Certificate of Designations relating to any series of Preferred
Stock) that relates solely to the terms of one or more outstanding series of
Preferred Stock if the holders of such affected series are entitled, either
separately or together with the holders of one or more other such series, to
vote thereon


                                       2



pursuant to this Certificate of Incorporation (including any Certificate of
Designations relating to any series of Preferred Stock) or pursuant to Delaware
Law.

     SIXTH: The name and mailing address of the incorporator are:



Name            Mailing Address
----            ---------------
John T. Adams   c/o Davis Polk & Wardwell
                450 Lexington Avenue
                New York, New York 10017

     SEVENTH: The Board of Directors shall have the power to adopt, amend or

repeal the bylaws of the Corporation.

     EIGHTH: Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.

     NINTH: (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.

     (2)(a) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law. The right to indemnification conferred in this ARTICLE NINTH
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent authorized by Delaware Law. The right to indemnification
conferred in this ARTICLE NINTH shall be a contract right.

     (b) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by Delaware Law.

     (3) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of such person's
status as such,


                                       3



whether or not the Corporation would have the power to indemnify such person
against such liability under Delaware Law.

     (4) The rights and authority conferred in this ARTICLE NINTH shall not be
exclusive of any other right which any person may otherwise have or hereafter
acquire.

     (5) Neither the amendment nor repeal of this ARTICLE NINTH, nor the
adoption of any provision of this Certificate of Incorporation or the bylaws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE NINTH
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.

     TENTH: The names and mailing addresses of the initial directors of the
Corporation, who are to serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualify, are:



Name                  Mailing Address
----                  ---------------
Robert F. Greenhill   300 Park Avenue, 23rd Floor
                      New York, NY 10022-7405

Scott L. Bok          300 Park Avenue, 23rd Floor
                      New York, NY 10022-7405

Simon A. Borrows      56-58 Conduit Street
                      London W1S 2YZ
                      United Kingdom


     ELEVENTH: The Corporation reserves the right to amend this Certificate of
Incorporation in any manner permitted by Delaware Law and, with the sole
exception of those rights and powers conferred under the above ARTICLE NINTH,
all rights and powers conferred herein on stockholders, directors and officers,
if any, are subject to this reserved power.


                                       4



     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly
executed in its corporate name by its duly authorized officer.

Dated: April 23, 2004

                                        GREENHILL & CO., INC.


                                        By: /s/ Robert F. Greenhill
                                            ------------------------------------
                                            Name: Robert F. Greenhill
                                            Title: Chairman & Chief
                                                   Executive Officer


                                       5








                                                                     EXHIBIT 4.1

COMMON STOCK                                                    COMMON STOCK
  NUMBER                                                           SHARES
------------                                            -----------------------
   GHL                      [GREENHILL LOGO]
------------              GREENHILL & CO., INC.         -----------------------

          INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

TRANSFERABLE                                                SEE REVERSE SIDE
IN THE CITY                                             FOR CERTAIN DEFINITIONS
OF NEW YORK
                                                          -------------------
                                                           CUSIP 395259 10 4
                                                          -------------------




   THIS CERTIFIES THAT


   IS THE OWNER OF


        FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.01 PAR VALUE, OF

                              GREENHILL & CO., INC.

transferable on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned by the
Transfer Agent and Registrar.

       IN WITNESS WHEREOF, the said Corporation has caused this
certificate to be signed by facsimile signatures of its duly authorized
officers.

       Dated:

                     [Greenhill & Co., Inc. Corporate Seal]


       /s/ John D. Liu                   /s/ Robert F. Greenhill
       -----------------------           ------------------------------------
       Chief Financial Officer           Chairman and Chief Executive Officer



COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
TRANSFER AGENT AND REGISTRAR

BY: /s/ John I. Sivertsen
    --------------------------------
    AUTHORIZED SIGNATURE







                              GREENHILL & CO., INC

              The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:




TEN COM    - as tenants in common          UNIF GIFT MIN ACT-- __________________ Custodian__________________
                                                                     (Cust)                      (Minor)
TEN ENT    - as tenants by the entireties

JT TEN     - as joint tenants with right                       under Uniform Gifts to Minors
           of survivorship and not as
           tenants in common                                   Act___________________________________________
                                                                                  (State)




                                            UNIF TRF MIN ACT-- __________________ Custodian (unitl age ______)
                                                                     (Cust)


                                                               _______________________ under Uniform Transfers
                                                                      (Minor)

                                                               to Minors Act_________________________________
                                                                                         (State)

              Additional abbreviations may also be used though not in the above list.




For value received, __________________________________hereby sell(s), assign(s) and transfer(s) unto




PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER
          IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________


________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)


________________________________________________________________________________

_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint


_______________________________________________________________________ Attorney
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.





Dated _______________________    _______________________________________________
                                 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                                 CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                                 FACE OF THE CERTIFICATE IN EVERY PARTICULAR
                                 WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
                                 CHANGE WHATEVER.




Signature(s) Guaranteed

By:_____________________________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE
17Ad-15.



The within named Corporation will furnish without charge to each stockholder who
so requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof of the Corporation and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests may be made to the
Corporation's Secretary at the principal office of the Corporation.









                                                                     EXHIBIT 5.1


                        OPINION OF DAVIS POLK & WARDWELL


                                                                  April 30, 2004


Greenhill & Co., Inc.
300 Park Avenue
23rd Floor
New York, New York 10022

Ladies and Gentlemen:

         Greenhill & Co., Inc., a Delaware corporation (the "COMPANY"), has
filed with the Securities and Exchange Commission a Registration Statement on
Form S-1 (Registration No. 333-113526) (the "REGISTRATION STATEMENT") for the
purpose of registering under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), 5,000,000 shares of its common stock, par value $0.01 per
share (the "SHARES"), including up to 750,000 Shares subject to the
underwriters' option to purchase additional Shares, as described in the
Registration Statement.

         We, as your counsel, have examined such documents and such matters of
fact and law as we have deemed necessary for the purpose of rendering the
opinion expressed herein. Based on the foregoing, we are of the opinion that,
when the number of Shares to be issued and the price at which the Shares are to
be sold have been approved by or on behalf of the Board of Directors of the
Company and when the Shares have been duly issued and delivered against payment
therefor in accordance with the terms of the underwriting agreement referred to
in the Prospectus which is a part of the Registration Statement, the Shares will
be validly issued, fully paid and non-assessable.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and General Corporation
Law of the State of Delaware.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and further consent to the reference to our name under
the caption "Validity of Common Stock" in the Prospectus which is a part of the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act.


                                                    Very truly yours,


                                                    /s/ DAVIS POLK & WARDWELL









                                                                   Exhibit 10.1


DRAFT

                                     FORM OF
                            TRANSFER RIGHTS AGREEMENT

                                   dated as of

                                  May   , 2004
                                      --

                                     between

                              GREENHILL & CO., INC.

                                       and

                           [NAME OF MANAGING DIRECTOR]



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.   Definitions..................................................1

                                    ARTICLE 2
                            RESTRICTIONS ON TRANSFER

Section 2.01.   General Restrictions on Transfer.............................7
Section 2.02.   Legends......................................................7
Section 2.03.   Permitted Transferees........................................8
Section 2.04.   Restrictions on Transfers by Shareholders....................8

                                    ARTICLE 3
                               REGISTRATION RIGHTS

Section 3.01.   Demand Registration..........................................9
Section 3.02.   Piggyback Registration......................................12
Section 3.03.   Lock-Up Agreements..........................................13
Section 3.04.   Registration Procedures.....................................14
Section 3.05.   Indemnification by the Company..............................17
Section 3.06.   Indemnification by Participating Shareholders...............18
Section 3.07.   Conduct of Indemnification Proceedings......................19
Section 3.08.   Contribution................................................20
Section 3.09.   Participation in Public Offering............................21
Section 3.10.   Other Indemnification.......................................21
Section 3.11.   Cooperation by the Company..................................21
Section 3.12.   No Transfer of Registration Rights..........................21
Section 3.13.   Underwritten Offering Committee.............................21

                                    ARTICLE 4
                        CERTAIN COVENANTS AND AGREEMENTS

Section 4.01.   Limitations on Subsequent Registration Rights...............22
Section 4.02.   Conflicting Agreements......................................22

                                    ARTICLE 5
                                  MISCELLANEOUS

Section 5.01.   Binding Effect; Assignability; Benefit......................22
Section 5.02.   Notices.....................................................23


                                       i



                                                                            PAGE
                                                                            ----
Section 5.03.   Waiver; Amendment; Termination..............................24
Section 5.04.   Fees and Expenses...........................................24
Section 5.05.   Governing Law...............................................24
Section 5.06.   Jurisdiction................................................24
Section 5.07.   WAIVER OF JURY TRIAL........................................25
Section 5.08.   Specific Enforcement........................................25
Section 5.09.   Counterparts; Effectiveness.................................25
Section 5.10.   Entire Agreement............................................25
Section 5.11.   Captions....................................................25
Section 5.12.   Severability................................................25

Exhibit A       Joinder Agreement


                                       ii



                            TRANSFER RIGHTS AGREEMENT

     AGREEMENT dated as of May __, 2004 between Greenhill & Co., Inc., a
Delaware corporation (the "Company") and [name of Managing Director] (the
"Shareholder"). "Shareholder" shall mean if such entity or person shall have
Transferred any of his "Company Securities" to any of its or his respective
"Permitted Transferees" (as such terms are defined below), such entity or person
and such Permitted Transferees, taken together, and any right, obligation or
action that may be exercised or taken at the election of such entity or person
may be taken at the election of such entity or person and such Permitted
Transferees.

                              W I T N E S S E T H :

     WHEREAS, pursuant to the Reorganization Agreement (as defined below), the
Shareholder will receive shares of common stock of the Company;

     WHEREAS, the parties hereto desire to enter into this Agreement to govern
certain of their rights, duties and obligations after consummation of the
transactions contemplated by the Reorganization Agreement;

     NOW, THEREFORE, in consideration of the covenants and agreements contained
herein and in the Reorganization Agreement, the parties hereto agree as follows:

                                    Article 1
                                   DEFINITIONS

     Section 1.01. Definitions. (a) The following terms, as used herein, have
the following meanings:

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person,
provided that no securityholder of the Company shall be deemed an Affiliate of
any other securityholder solely by reason of any investment in the Company. For
the purpose of this definition, the term "control" (including, with correlative
meanings, the terms "controlling", "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

     "Anniversary Period" means, at any time, the twelve-month period which
commenced on the preceding anniversary of the Closing Date.



     "Board" means the board of directors of the Company.

     "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.

     "Bylaws" means the Bylaws of the Company, as amended from time to time.

     "Change of Control" means the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate transaction involving the
Company or the sale or other disposition of all or substantially all of the
assets of the Company to an entity that is not an Affiliate or that, in each
case, requires shareholder approval under the laws of the Company's jurisdiction
of organization, unless immediately following such transaction, either: (i) at
least 50% of the total voting power of the surviving entity or its parent
entity, if applicable, is represented by securities of the Company that were
outstanding immediately prior to the transaction (or securities into which the
Company's securities were converted or exchanged in such transaction); or (ii)
at least 50% of the members of the board of directors (including directors whose
election or nomination was approved by the incumbent directors of the Board) of
the company resulting from the transaction were members of the Board at the time
of the Board's approval of the execution of the initial agreement providing for
the transaction.

     "Charter" means the Amended and Restated Certificate of Incorporation of
the Company, as the same may be amended from time to time.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Closing Date" means May __, 2004.

     "Common Shares" means shares of Common Stock.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Company and any stock into which such Common Stock may thereafter be converted
or changed.

     "Company Securities" means, with respect to the Shareholder (i) the Common
Stock, (ii) securities convertible into or exchangeable for Common Stock, (iii)
any other equity or equity-linked security issued by the Company and (iv)
options, warrants or other rights to acquire Common Stock or any other equity or
equity-linked security issued by the Company and, in each case, beneficially
owned by the Shareholder as of the Closing Date.


                                       2



     "Employment Agreement" means the employment, non-competition and pledge
agreement between the Shareholder and the Company of even date herewith.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Increased Taxes" shall have the meaning ascribed such term in the Tax
Indemnification Agreement.

     "Initial Ownership" means, with respect to the Shareholder or any Other
Shareholder at any time, the fraction, the numerator of which is the number of
Common Shares beneficially owned (as such term is defined in Rule 13d-3 of the
Exchange Act) by such Shareholder as of the Closing Date and the denominator of
which is the number of Common Shares beneficially owned by the Shareholder and
all Other Shareholders who are then Eligible Shareholders.

     "Maximum Share Number" means, with respect to any Anniversary Period, the
aggregate number of Common Shares that the Shareholder and the Other
Shareholders shall be permitted to Transfer in a registered offering. The
Maximum Share Number shall be (A) for the Anniversary Period ending on the first
anniversary of the Closing Date, [insert that number which equals 15% of the
Common Shares issued to the MDs as of the Closing] and (B), for each Anniversary
Period thereafter until the fifth anniversary of the Closing Date, that number
of Common Shares as the Underwritten Offering Committee shall decide in its sole
discretion.

     "NASD" means the National Association of Securities Dealers, Inc.

     "Non-Compete Provisions" means Section 10 of the Employment Agreement.

     "Other Shareholder" means any other shareholder of the Company who is
subject to a transfer rights agreement substantially similar to this Agreement.

     "Permitted Transferee" means a Person to whom Company Securities are
Transferred by will or the laws of descent and distribution.

     "Person" means an individual, corporation, limited liability company,
partnership, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "Pro Rata Portion" means, with respect to the Shareholder or any Other
Shareholder, that portion of the Maximum Share Number calculated by multiplying
the Maximum Share Number by such Shareholder's Initial Ownership.


                                       3



     "Public Offering" means an underwritten public offering of Registrable
Securities of the Company pursuant to an effective registration statement under
the Securities Act, other than pursuant to a registration statement on Form S-4
or Form S-8 or any similar or successor form.

     "Registrable Securities" means, at any time, any Common Shares and any
securities issued or issuable in respect of such Shares by way of conversion,
exchange, stock dividend, split or combination, recapitalization, merger,
consolidation, other reorganization or otherwise until (i) a registration
statement covering such Shares has been declared effective by the SEC and such
Shares have been disposed of pursuant to such effective registration statement,
(ii) such Shares are sold under circumstances in which all of the applicable
conditions of Rule 144 (or any similar provisions then in force) under the
Securities Act are met or such securities may be sold pursuant to Rule 144(k) or
(iii) such Shares are otherwise Transferred, the Company has delivered a new
certificate or other evidence of ownership for such Shares not bearing the
legend required pursuant to this Agreement and such Shares may be resold without
subsequent registration under the Securities Act.

     "Registration Expenses" means any and all expenses incident to the
performance of or compliance with any registration or marketing of securities,
including all (i) registration and filing fees, and all other fees and expenses
payable in connection with the listing of securities on any securities exchange
or automated interdealer quotation system, (ii) fees and expenses of compliance
with any securities or "blue sky" laws (including reasonable fees and
disbursements of counsel in connection with "blue sky" qualifications of the
securities registered), (iii) expenses in connection with the preparation,
printing, mailing and delivery of any registration statements, prospectuses and
other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal expenses of
the Company (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), (vi) reasonable
fees and disbursements of counsel for the Company and customary fees and
expenses for independent certified public accountants retained by the Company
(including the expenses relating to any comfort letters or costs associated with
the delivery by independent certified public accountants of any comfort letters
requested pursuant to Section 3.04(h)), (vii) reasonable fees and expenses of
any special experts retained by the Company in connection with such
registration, (viii) reasonable fees, out-of-pocket costs and expenses of the
Shareholders, including one counsel for all of the Shareholders participating in
the offering selected by the Shareholders holding the majority of the
Registrable Securities to be sold for the account of all Shareholders in the
offering, (ix) fees and expenses in connection with any review by the NASD of
the underwriting arrangements or other terms of the offering, and all fees and
expenses of any "qualified independent underwriter," including the fees and
expenses of any counsel thereto, (x) fees and disbursements of


                                       4



underwriters customarily paid by issuers or sellers of securities, but excluding
any underwriting fees, discounts and commissions attributable to the sale of
Registrable Securities, (xi) costs of printing and producing any agreements
among underwriters, underwriting agreements, any "blue sky" or legal investment
memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xii) transfer agents'
and registrars' fees and expenses and the fees and expenses of any other agent
or trustee appointed in connection with such offering, (xiii) expenses relating
to any analyst or investor presentations or any "road shows" undertaken in
connection with the registration, marketing or selling of the Registrable
Securities, (xiv) fees and expenses payable in connection with any ratings of
the Registrable Securities, including expenses relating to any presentations to
rating agencies and (xv) all out-of pocket costs and expenses incurred by the
Company or its appropriate officers in connection with their compliance with
Section 3.04(m).

     "Reorganization Agreement" means the Reorganization Agreement and Plan of
Merger among the Company, certain of its Affiliates and other Persons named
therein dated as of May __, 2004.

     "Restriction Termination Date" means the earlier to occur of (x) the fifth
anniversary of the Closing Date and (y) the death of the Shareholder.

     "RFG Priority" means the right of Robert F. Greenhill to Transfer [_]
Common Shares in the aggregate beneficially owned by him before being subject to
any reduction contemplated by the provisions of Section 3.01(e) or Section
3.02(b) of this Agreement.

     "Rule 144" means Rule 144 and Rule 144A (or any successor provisions) under
the Securities Act.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shares" means Common Shares.

     "Shortfall" means, in respect of any registration, the difference between
the Maximum Share Number and the number of Common Shares requested to be
included in that registration by the Shareholder and each Other Shareholder who
is an Eligible Shareholder.

     "Subsidiary" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.


                                       5



     "Tax Indemnification Agreement" means the Tax Indemnification Agreement of
even date herewith among the Company and the other persons named therein.

     "Transfer" means, with respect to any Company Securities, (i) when used as
a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or
otherwise transfer such Company Securities or any participation or interest
therein, whether directly or indirectly, or agree or commit to do any of the
foregoing and (ii) when used as a noun, a direct or indirect sale, assignment,
disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of
such Company Securities or any participation or interest therein or any
agreement or commitment to do any of the foregoing.

     "Underwritten Offering Committee" means the committee designated by the
Board and to which committee the Board has delegated the power to (i) open a
Window Period and (ii) approve Transfers in accordance with Section 2.04(a)(iv).

     "Window Period" means such period of time, from time to time, commencing on
the Closing Date and ending on the fifth anniversary of the Closing Date, as the
Underwritten Offering Committee shall in its sole discretion determine, when the
Shareholder will be permitted to request Demand Registrations (subject to the
provisions of Article 3).

     (b) Each of the following terms is defined in the Section set forth
opposite such term:



Term                                                                   Section
----                                                                   -------
Company...........................................................     Preamble
Damages...........................................................       3.05
Demand Registration...............................................     3.01(a)
Distribution in Kind..............................................       2.03
Eligible Shareholder..............................................    3.01(a)(v)
Family Member.....................................................   2.04(a)(iv)
Indemnified Party.................................................       3.07
Indemnifying Party................................................       3.07
Inspectors........................................................     3.04(g)
Lock-Up Period....................................................       3.03
Maximum Offering Size.............................................     3.01(e)
Piggyback Registration............................................     3.02(a)
Records...........................................................     3.04(g)
Registering Shareholders..........................................     3.01(a)
Requesting Shareholder............................................     3.01(a)



                                       6



                                    Article 2
                            RESTRICTIONS ON TRANSFER

     Section 2.01. General Restrictions on Transfer. (a) The Shareholder
understands and agrees that the Company Securities received by him pursuant to
the Reorganization Agreement have not been registered under the Securities Act
and are restricted securities under such Act and the rules and regulations
promulgated thereunder. The Shareholder agrees that he shall not Transfer any
Company Securities (or solicit any offers in respect of any Transfer of any
Company Securities), except in compliance with the Securities Act, any other
applicable securities or "blue sky" laws, and the terms and conditions of this
Agreement.

     (b) Any attempt to Transfer any Company Securities not in compliance with
this Agreement shall be null and void, and the Company shall not, and shall
cause any transfer agent not to, give any effect in the Company's stock records
to such attempted Transfer.

     Section 2.02. Legends. (a) In addition to any other legend that may be
required under the Reorganization Agreement or otherwise, each certificate for
Company Securities issued to the Shareholder shall bear a legend in
substantially the following form:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS
          AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.
          THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
          TRANSFER AS SET FORTH IN THE TRANSFER RIGHTS AGREEMENT DATED
          AS OF MAY __, 2004, COPIES OF WHICH MAY BE OBTAINED UPON
          REQUEST FROM GREENHILL & CO., INC. OR ANY SUCCESSOR THERETO.

     (b) If any Company Securities shall cease to be Registrable Securities
under clause (i) or clause (ii) of the definition thereof, the Company, upon the
written request of the holder thereof, shall issue to such holder a new
certificate evidencing such Company Securities without the first sentence of the
legend required by Section 2.02(a) endorsed thereon. If any Company Securities
cease to be subject to any and all restrictions on Transfer set forth in this
Agreement, the Company, upon the request of the written holder thereof, shall
issue to such


                                       7



holder a new certificate evidencing such Company Securities without the second
sentence of the legend required by Section 2.02(a) endorsed thereon.

     Section 2.03. Permitted Transferees. Notwithstanding anything in this
Agreement to the contrary, the Shareholder may at any time Transfer any or all
of his Company Securities to one or more of his Permitted Transferees without
the consent of the Company so long as (a) such Permitted Transferee shall have
agreed in writing to be bound by the terms of this Agreement in the form of
Exhibit A attached hereto, and (b) the Transfer to such Permitted Transferee is
in compliance with the Securities Act and any other applicable securities or
"blue sky" laws.

     Section 2.04. Restrictions on Transfers by Shareholders. (a) Subject to
Section 2.04(b), the Shareholder shall not Transfer any of its Company
Securities, except to one or more of its Permitted Transferees in accordance
with Section 2.03 or as follows:

          (i) in a Public Offering in connection with the exercise of its rights
     under Article 3 subject to the limitations set forth therein,

          (ii) [insert only in agreement for any shareholder who is 65 or older
     at the time this agreement is executed] in a Transfer in compliance with
     Rule 144 made at any time following the second anniversary of the Closing,

          (iii) following the termination of the employment of such Shareholder
     by the Company due to the Shareholder's death or disability, in a Transfer
     in compliance with Rule 144, or

          (iv) subject to the approval of the Underwritten Offering Committee,
     in a Transfer with or without consideration of any kind (A) to a spouse,
     lineal descendant, sibling or parent of the Shareholder (each, a "Family
     Member", (B) a trust that is for the exclusive benefit of the Shareholder
     and or one or more Family Members and/or any institution qualified as tax
     exempt under Section 5.01(c)(3) of the Code ("Charitable Organization") or
     (C) any Charitable Organization (provided, however, that any such
     transferee shall have agreed in writing to be bound by the terms of this
     Agreement in the form of Exhibit A attached hereto, and such Transfer is in
     compliance with the Securities Act and any other applicable securities or
     "blue sky" laws).

     (b) The restrictions on Transfers set forth in Section 2.04(a) shall
terminate on the Restriction Termination Date, provided that the restrictions on
Transfers set forth in Section 2.04(a) shall not terminate with respect to those
Company Securities that shall have been pledged to the Company as security in


                                       8



connection with the Employment Agreement until such time as the Non-Compete
Provisions shall have expired.

                                   ARTICLE 3
                               REGISTRATION RIGHTS

     Section 3.01. Demand Registration. (a) The Company shall give prompt notice
to the Shareholder (so long as the Shareholder is an Eligible Shareholder) of
each Window Period, which notice shall specify the Maximum Share Number. If at
any time during a Window Period or at any time following the fifth anniversary
of the Closing Date, the Company shall receive a request from the Shareholder
(the "Requesting Shareholder") that the Company effect the registration under
the Securities Act of all or any portion of such Requesting Shareholder's
Registrable Securities, and specifying the intended method of disposition
thereof, then the Company shall promptly give notice of such requested
registration (each such request shall be referred to herein as a "Demand
Registration") to the Other Shareholders. The Company shall use its reasonable
best efforts to effect, as expeditiously as possible, subject to the
restrictions in Section 3.01(c), the registration under the Securities Act of
the Registrable Securities for which the Requesting Shareholders have requested
registration under this Section 3.01 and all other Registrable Securities of the
same class as those requested to be registered by the Requesting Shareholders
that any Other Shareholders with rights to request registration under Section
3.02 (all such Other Shareholders, together with the Requesting Shareholders,
the "Registering Shareholders") have requested the Company to register by
request received by the Company within 5 Business Days after such Other
Shareholders receive the Company's notice of the Demand Registration, all to the
extent necessary to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be registered,
provided that,

          (i) subject to Section 3.01(d), the Company shall not be obligated to
     effect more than two Demand Registrations in any twelve-month period,

          (ii) the Company shall not be obligated to effect a Demand
     Registration unless the aggregate number of shares of the Registrable
     Securities requested to be included in such Demand Registration equals or
     exceeds 5% of the Common Shares outstanding at the time the request for the
     Demand Registration is made,

          (iii) the Company shall not be obligated to include in such
     registration a number of Registrable Securities of the Shareholder which
     exceeds such Shareholder's Pro Rata Portion (unless any Other Shareholder
     who is an Eligible Shareholder shall choose not to participate


                                       9



     in such registration up to the full amount of such Other Shareholder's Pro
     Rata Portion, in which case each Registering Shareholder may choose to
     increase the number of Registrable Securities to be included in such
     registration by his Pro Rata Portion of the Shortfall subject to the
     provisions of Section 3.01(e)).

          (iv) the Company shall not be required to effect the registration of
     Registrable Securities in excess of the Maximum Share Number (the
     limitations in clauses (ii), (iii) and (iv), collectively, the "Public
     Offering Limitations"),

          (v) in no event shall the Company be required to effect a Demand
     Registration from any Requesting Shareholder unless such Requesting
     Shareholder at the time the request is made (w) continues to provide
     services to the Company or a Subsidiary, or (x) has suffered a termination
     of employment by the Company or a Subsidiary resulting from a disability,
     or (y) is a Permitted Transferee, or (z) has retired from the Company at
     the age of 65 or older having completed not less than two years of
     employment by the Company of a Subsidiary following the Closing Date (a
     Shareholder who fulfills the criteria in clauses (w)-(z) of this Section
     3.01(a)(v), an "Eligible Shareholder").

     (b) Promptly after the expiration of the 5-Business Day-period referred to
in Section 3.01(a), the Company will notify all Registering Shareholders of the
identities of the other Registering Shareholders and the number of shares of
Registrable Securities requested to be included therein. At any time prior to
the effective date of the registration statement relating to such registration,
the Requesting Shareholder may revoke such request, without liability to any of
the other Registering Shareholders, by providing a notice to the Company
revoking such request. A request, so revoked, shall be considered to be a Demand
Registration unless (i) such revocation arose out of the fault of the Company
(in which case the Company shall be obligated to pay all Registration Expenses
in connection with such revoked request), or (ii) the Requesting Shareholder
reimburses the Company for all Registration Expenses of such revoked request.

     (c) The Company shall be liable for and pay all Registration Expenses in
connection with any Demand Registration, regardless of whether such Registration
is effected, except as set forth in Section 3.01(b).

     (d) A Demand Registration shall not be deemed to have occurred:

          (i) unless the registration statement relating thereto (A) has become
     effective under the Securities Act and (B) has remained effective for a
     period of at least 180 days (or such shorter period in which all
     Registrable Securities of the Registering Shareholders included in such


                                       10



     registration have actually been sold thereunder), provided that such
     registration statement shall not be considered a Demand Registration if,
     after such registration statement becomes effective, (1) such registration
     statement is interfered with by any stop order, injunction or other order
     or requirement of the SEC or other governmental agency or court and (2)
     less than 75% of the Registrable Securities included in such registration
     statement have been sold thereunder; or

          (ii) if the Maximum Offering Size is reduced in accordance with
     Section 3.01(e) such that less than 66 2/3% of the Registrable Securities
     of the Registering Shareholders sought to be included in such registration
     are included.

     (e) If a Demand Registration involves an underwritten Public Offering and
the managing underwriter advises the Company and the Registering Shareholders
that, in its view, the number of shares of Registrable Securities requested to
be included in such registration (including any securities that the Company
proposes to be included that are not Registrable Securities) exceeds the largest
number of shares that can be sold without having an adverse effect on such
offering, including the price at which such shares can be sold (the "Maximum
Offering Size"), the Company shall include in such registration, in the priority
listed below, up to the Maximum Offering Size:

          (i) first, all Registrable Securities requested to be registered by
     the Registering Shareholders who are Eligible Shareholders (allocated, if
     necessary for the offering not to exceed the Maximum Offering Size, pro
     rata among such Registering Shareholders on the basis of the relative
     number of Registrable Securities so requested to be included in such
     registration by each such Registering Shareholder),

          (ii) any securities proposed to be registered by the Company or any
     securities proposed to be registered for the account of any other Persons
     (other than Other Shareholders), with such priorities among them as the
     Company shall determine,

     in each case, subject to the RFG Priority and provided, that, in the event
     any Shareholder or Other Shareholder shall have incurred any Increased
     Taxes which are subject to an indemnification obligation of the Company
     under the Tax Indemnification Agreement, then the Underwritten Offering
     Committee may alter the priorities set forth in Section 3.01(e)(i) so as to
     permit such Shareholder and/or Other Shareholders to include a relatively
     larger number of Registrable Securities.

     (f) Upon notice to each Requesting Shareholder, the Company may postpone
effecting a registration pursuant to this Section 3.01 on one occasion


                                       11



during any period of six consecutive months for a reasonable time specified in
the notice but not exceeding 90 days (which period may not be extended or
renewed), if (i) an investment banking firm of recognized national standing
shall advise the Company and the Requesting Shareholders in writing that
effecting the registration would materially and adversely affect an offering of
securities of such Company the preparation of which had then been commenced or
(ii) the Company is in possession of material non-public information the
disclosure of which during the period specified in such notice the Company
reasonably believes would not be in the best interests of the Company.

     Section 3.02. Piggyback Registration. (a) If the Company proposes to
register any of the equity securities issued by it under the Securities Act
(other than a registration on Form S-8 or S-4, or any successor forms, relating
to Common Shares issuable upon exercise of employee stock options or in
connection with any employee benefit or similar plan of the Company or in
connection with a direct or indirect acquisition by the Company of another
Person), whether or not for sale for its own account, the Company shall each
such time give prompt notice at least 15 Business Days prior to the anticipated
filing date of the registration statement relating to such registration to the
Shareholder (so long as the Shareholder is then an Eligible Shareholder), which
notice shall set forth such Shareholder's rights under this Section 3.02 and
shall offer such Shareholder the opportunity to include in such registration
statement the number of Registrable Securities of the same class or series as
those proposed to be registered as such Shareholder may request (a "Piggyback
Registration"), subject to the provisions of Section 3.02(b) and the Public
Offering Limitations. Upon the request of such Shareholder (if such Shareholder
is then an Eligible Shareholder) made within 5 Business Days after the receipt
of notice from the Company (which request shall specify the number of
Registrable Securities intended to be registered by such Shareholder), the
Company shall use its reasonable best efforts to effect the registration under
the Securities Act of all Registrable Securities that the Company has been so
requested to register by all such other Shareholders, to the extent necessary to
permit the disposition of the Registrable Securities so to be registered,
provided that (i) if such registration involves an underwritten Public Offering,
all such Shareholders requesting to be included in the Company's registration
must sell their Registrable Securities to the underwriters selected by the
Company in on the same terms and conditions as apply to the Company or the
Requesting Shareholders, as applicable, and (ii) if, at any time after giving
notice of its intention to register any Company Securities pursuant to this
Section 3.02(a) and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any
reason not to register such securities, the Company shall give notice to all
such Shareholders and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration. No
registration effected under this Section 3.02 shall relieve the Company of its
obligations to


                                       12



effect a Demand Registration to the extent required by Section 3.01. The Company
shall pay all Registration Expenses in connection with each Piggyback
Registration.

     (b) If a Piggyback Registration involves an underwritten Public Offering
(other than any Demand Registration, in which case the provisions with respect
to priority of inclusion in such offering set forth in Section 3.01(e) shall
apply) and the managing underwriter advises the Company that, in its view, the
number of Shares that the Company and such Shareholders intend to include in
such registration exceeds the Maximum Offering Size, the Company shall include
in such registration, in the following priority, up to the Maximum Offering
Size:

          (i) first, so much of the Company Securities proposed to be registered
     for the account of the Company as would not cause the offering to exceed
     the Maximum Offering Size, and

          (ii) second, all Registrable Securities requested to be included in
     such registration by any Shareholders who are Eligible Shareholders
     pursuant to Section 3.02 (allocated, if necessary for the offering not to
     exceed the Maximum Offering Size, pro rata among such Shareholders on the
     basis of the relative number of shares of Registrable Securities so
     requested to be included in such registration by each), and

          (iii) third, any securities proposed to be registered for the account
     of any other Persons with such priorities among them as the Company shall
     determine,

     in each case, subject to the RFG Priority and provided, that, in the event
     any Shareholder or Other Shareholder shall have incurred any Increased
     Taxes which are subject to an indemnification obligation of the Company
     under the Tax Indemnification Agreement, then the Underwriters Offering
     Committee may alter the priorities set forth in this Section 3.02(b) so as
     to permit such Shareholder and/or Other Shareholders to include a
     relatively larger number of Registrable Securities.

     Section 3.03. Lock-Up Agreements. If any registration of Registrable
Securities shall be effected in connection with a Public Offering, neither the
Company nor the Shareholder shall effect any public sale or distribution,
including any sale pursuant to Rule 144, of any Company Securities or other
security of the Company (except as part of such Public Offering) during the
period beginning 14 days prior to the effective date of the applicable
registration statement until the earlier of (i) such time as the Company and the
lead managing underwriter shall agree and (ii) 180 days (such period, the
"Lock-Up Period" for the applicable registration statement).


                                       13



     Section 3.04. Registration Procedures. Whenever a Shareholder request that
any Registrable Securities be registered pursuant to Section 3.01 or 3.02,
subject to the provisions of such Sections, the Company shall use its reasonable
best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as
quickly as practicable, and, in connection with any such request:

     (a) The Company shall as expeditiously as possible prepare and file with
the SEC a registration statement on any form for which the Company then
qualifies or that counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its reasonable best efforts to cause such filed registration statement to
become and remain effective for a period of not less than 180 days, or in the
case of a shelf registration statement, one year (or such shorter period in
which all of the Registrable Securities of the Registering Shareholders included
in such registration statement shall have actually been sold thereunder).

     (b) Prior to filing a registration statement or prospectus or any amendment
or supplement thereto, the Company shall, if requested, furnish to each
participating Shareholder and each underwriter, if any, of the Registrable
Securities covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter the Company shall furnish to
such Shareholder and underwriter, if any, such number of copies of such
registration statement, each amendment and supplement thereto (in each case
including all exhibits thereto and documents incorporated by reference therein),
the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 or Rule 430A under the Securities Act and such other
documents as such Shareholder or underwriter may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such
Shareholder. The Shareholder shall have the right to request that the Company
modify any information contained in such registration statement, amendment and
supplement thereto pertaining to such Shareholder and the Company shall use its
all reasonable best efforts to comply with such request, provided, however, that
the Company shall not have any obligation so to modify any information if the
Company reasonably expects that so doing would cause the prospectus to contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading.

     (c) After the filing of the registration statement, the Company shall (i)
cause the related prospectus to be supplemented by any required prospectus
supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act, (ii) comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration


                                       14



statement during the applicable period in accordance with the intended methods
of disposition by the Registering Shareholders thereof set forth in such
registration statement or supplement to such prospectus and (iii) promptly
notify each Registering Shareholder holding Registrable Securities covered by
such registration statement of any stop order issued or threatened by the SEC or
any state securities commission and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered.

     (d) The Company shall use its reasonable best efforts to (i) register or
qualify the Registrable Securities covered by such registration statement under
such other securities or "blue sky" laws of such jurisdictions in the United
States as any Registering Shareholder holding such Registrable Securities
reasonably (in light of such Shareholder's intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with or
approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other
acts and things that may be reasonably necessary or advisable to enable such
Shareholder to consummate the disposition of the Registrable Securities owned by
such Shareholder, provided that the Company shall not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3.04(d), (B) subject itself to taxation
in any such jurisdiction or (C) consent to general service of process in any
such jurisdiction.

     (e) The Company shall immediately notify each Registering Shareholder
holding such Registrable Securities covered by such registration statement, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the occurrence of an event requiring the preparation of a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and promptly prepare and make available to each such Shareholder and
file with the SEC any such supplement or amendment.

     (f) The Company shall select an underwriter or underwriters in connection
with any Public Offering. In connection with any Public Offering, the Company
shall enter into customary agreements (including an underwriting agreement in
customary form) and take such all other actions as are reasonably required in
order to expedite or facilitate the disposition of such Registrable Securities
in any such Public Offering, including the engagement of a "qualified
independent underwriter" in connection with the qualification of the
underwriting arrangements with the NASD.


                                       15



     (g) Upon execution of confidentiality agreements in form and substance
reasonably satisfactory to the Company, the Company shall make available for
inspection by any Registering Shareholder and any underwriter participating in
any disposition pursuant to a registration statement being filed by the Company
pursuant to this Section 3.04 and any attorney, accountant or other professional
retained by any such Shareholder or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records") as shall be
reasonably necessary or desirable to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any Inspectors in connection with
such registration statement. Records that the Company determines, in good faith,
to be confidential and that it notifies the Inspectors are confidential shall
not be disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such registration
statement or (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction. The Shareholder agrees
that information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it or its Affiliates as the basis for any
market transactions in the Company Securities unless and until such information
is made generally available to the public. The Shareholder further agrees that,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, it shall give notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential.

     (h) The Company shall furnish to each Registering Shareholder and to each
such underwriter, if any, a signed counterpart, addressed to such Shareholder or
underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a
comfort letter or comfort letters from the Company's independent public
accountants, each in customary form and covering such matters of the kind
customarily covered by opinions or comfort letters, as the case may be, as a
majority of the Registering Shareholders therefor reasonably requests.

     (i) The Company shall otherwise use its reasonable best efforts to comply
with all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable, an earnings statement or
such other document shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.

     (j) The Company may require each such Registering Shareholder promptly to
furnish in writing to the Company such information regarding the distribution of
the Registrable Securities as the Company may from time to time reasonably
request and such other information as may be legally required in connection with
such registration.


                                       16



     (k) The Shareholder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3.04(e),
such Shareholder shall forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Shareholder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3.04(e), and, if so directed by the
Company, such Shareholder shall deliver to the Company all copies, other than
any permanent file copies then in such Shareholder's possession, of the most
recent prospectus covering such Registrable Securities at the time of receipt of
such notice. If the Company shall give such notice, the Company shall extend the
period during which such registration statement shall be maintained effective
(including the period referred to in Section 3.04(a)) by the number of days
during the period from and including the date of the giving of notice pursuant
to Section 3.04(e) to the date when the Company shall make available to such
Shareholder a prospectus supplemented or amended to conform with the
requirements of Section 3.04(e).

     (l) The Company shall use its reasonable best efforts to list all
Registrable Securities covered by such registration statement on any securities
exchange or quotation system on which any of the Registrable Securities are then
listed or traded.

     (m) The Company shall have appropriate officers of the Company (i) prepare
and make presentations at any "road shows" and before analysts and rating
agencies, as the case may be, (ii) take other actions to obtain ratings for any
Registrable Securities and (iii) otherwise use their reasonable best efforts to
cooperate as reasonably requested by the underwriters in the offering, marketing
or selling of the Registrable Securities.

     Section 3.05 . Indemnification by the Company. The Company agrees to
indemnify and hold harmless the Registering Shareholder holding Registrable
Securities covered by a registration statement, its officers, directors,
employees, partners and agents, and each Person, if any, who controls such
Shareholder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable expenses of investigation and
reasonable attorneys' fees and expenses) ("Damages") caused by or relating to
any untrue statement or alleged untrue statement of a material fact contained in
any registration statement or prospectus relating to the Registrable Securities
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by or relating
to any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such Damages are caused by or related to any such untrue
statement or omission or alleged untrue statement or omission so made based upon
information


                                       17



furnished in writing to the Company by such Shareholder or on such Shareholder's
behalf expressly for use therein, provided that, with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus, or in any prospectus, as the case may be, the indemnity
agreement contained in this paragraph shall not apply to the extent that any
Damages result from the fact that a current copy of the prospectus (or such
amended or supplemented prospectus, as the case may be) was not sent or given to
the Person asserting any such Damages at or prior to the written confirmation of
the sale of the Registrable Securities concerned to such Person if it is
determined that the Company has provided such prospectus to such Shareholder and
it was the responsibility of such Shareholder to provide such Person with a
current copy of the prospectus (or such amended or supplemented prospectus, as
the case may be) and such current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) would have cured the defect giving
rise to such Damages. The Company also agrees to indemnify any underwriters of
the Registrable Securities, their officers and directors and each Person who
controls such underwriters within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act on substantially the same basis as that of
the indemnification of the Shareholders provided in this Section 3.05.

     Section 3.06. Indemnification by Participating Shareholders. The
Shareholder if holding Registrable Securities included in any registration
statement agrees to indemnify and hold harmless the Company, its officers,
directors and agents and each Person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
such Shareholder, but only (i) with respect to information furnished in writing
by such Shareholder or on such Shareholder's behalf expressly for use in any
registration statement or prospectus relating to the Registrable Securities, or
any amendment or supplement thereto, or any preliminary prospectus or (ii) to
the extent that any Damages result from the fact that a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) was
not sent or given to the Person asserting any such Damages at or prior to the
written confirmation of the sale of the Registrable Securities concerned to such
Person if it is determined that it was the responsibility of such Shareholder to
provide such Person with a current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) and such current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be)
would have cured the defect giving rise to such loss, claim, damage, liability
or expense. The Shareholder also agrees to indemnify and hold harmless
underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act on substantially the
same basis as that of the indemnification of the Company provided in this
Section 3.06. As a condition to


                                       18



including Registrable Securities in any registration statement filed in
accordance with Article 3, the Company may require that it shall have received
an undertaking reasonably satisfactory to it from any underwriter to indemnify
and hold it harmless to the extent customarily provided by underwriters with
respect to similar securities. No Registering Shareholder shall be liable under
this Section 3.06 for any Damages in excess of the net proceeds realized by such
Shareholder in the sale of Registrable Securities of such Shareholder to which
such Damages relate.

     Section 3.07. Conduct of Indemnification Proceedings. If any proceeding
(including any governmental investigation) shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to this Article 3,
such Person (an "Indemnified Party") shall promptly notify the Person against
whom such indemnity may be sought (the "Indemnifying Party") in writing and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnified Party, and shall assume the
payment of all fees and expenses, provided that the failure of any Indemnified
Party so to notify the Indemnifying Party shall not relieve the Indemnifying
Party of its obligations hereunder except to the extent that the Indemnifying
Party is materially prejudiced by such failure to notify. In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable judgment of such Indemnified Party representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that, in connection with any proceeding
or related proceedings in the same jurisdiction, the Indemnifying Party shall
not be liable for the reasonable fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) at any time for all such
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Indemnified
Parties, such firm shall be designated in writing by the Indemnified Parties.
The Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Parties from and against any loss
or liability (to the extent stated above) by reason of such settlement or
judgment. Without the prior written consent of the Indemnified Party, no
Indemnifying Party shall effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such proceeding.


                                       19



     Section 3.08. Contribution. If the indemnification provided for in this
Article 3 is unavailable to the Indemnified Parties in respect of any Damages,
then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Damages (i) as between the Company and the Registering
Shareholder holding Registrable Securities covered by a registration statement
on the one hand and the underwriters on the other, in such proportion as is
appropriate to reflect the relative benefits received by the Company and such
Shareholder on the one hand and the underwriters on the other, from the offering
of the Registrable Securities, or if such allocation is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits but also the relative fault of the Company and such
Shareholder on the one hand and of such underwriters on the other in connection
with the statements or omissions that resulted in such Damages, as well as any
other relevant equitable considerations and (ii) as between the Company on the
one hand and such Shareholder on the other, in such proportion as is appropriate
to reflect the relative fault of the Company and of such Shareholder in
connection with such statements or omissions, as well as any other relevant
equitable considerations. The relative benefits received by the Company and such
Shareholder on the one hand and such underwriters on the other shall be deemed
to be in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and such Shareholder bear to the total underwriting discounts and
commissions received by such underwriters, in each case as set forth in the
table on the cover page of the prospectus. The relative fault of the Company and
such Shareholder on the one hand and of such underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and such
Shareholder or by such underwriters. The relative fault of the Company on the
one hand and of such Shareholder on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     The Company and the Shareholder agree that it would not be just and
equitable if contribution pursuant to this Section 3.08 were determined by pro
rata allocation (even if the underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the Damages
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by


                                       20



such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 3.08, no
underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Registrable Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any Damages that such underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission, and
no Registering Shareholder shall be required to contribute any amount in excess
of the amount by which the total price at which the Registrable Securities of
such Shareholder were offered to the public (less underwriters' discounts and
commissions) exceeds the amount of any Damages that such Shareholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

     Section 3.09. Participation in Public Offering. No Person may participate
in any Public Offering hereunder unless such Person (a) agrees to sell such
Person's securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and the provisions of this Agreement in
respect of registration rights.

     Section 3.10. Other Indemnification. Indemnification similar to that
specified herein (with appropriate modifications) shall be given by the Company
and the Registering Shareholder participating therein with respect to any
required registration or other qualification of securities under any federal or
state law or regulation or governmental authority other than the Securities Act.

     Section 3.11. Cooperation by the Company. If the Shareholder shall transfer
any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to
the extent commercially reasonable, with the Shareholder and shall provide to
the Shareholder such information as the Shareholder shall reasonably request.

     Section 3.12. No Transfer of Registration Rights. None of the rights of the
Shareholder under this Article 3 shall be assignable by any Shareholder to any
Person acquiring Securities in any Public Offering or pursuant to Rule 144.

     Section 3.13. Underwritten Offering Committee. The Shareholder acknowledges
that the Board has the power, at any time, to alter the composition, mandate and
authority of the Underwritten Offering Committee. The Shareholder


                                       21



has been informed by the Company that the Underwritten Offering Committee (i)
shall initially consist of Robert F. Greenhill, who will chair the committee,
Scott L. Bok and Simon A. Borrows, and (ii) may act with the approval either of
(x) Mr. Greenhill, individually, or (y) Messrs. Bok and Borrows, jointly.

                                   ARTICLE 4
                        CERTAIN COVENANTS AND AGREEMENTS

     Section 4.01. Limitations on Subsequent Registration Rights. The Company
agrees that it shall not enter into any agreement with any holder or prospective
holder of any securities of the Company (or amend any such agreement) or amend
any other transfer rights agreement entered into concurrently herewith (a) that
would allow such holder or prospective holder to include such securities in any
Demand Registration or Piggyback Registration unless, under the terms of such
agreement, such holder or prospective holder may include such securities in any
such registration only to the extent that their inclusion would not reduce the
amount of the Registrable Securities of the Shareholder included therein or (b)
on terms otherwise more favorable than this Agreement. The Company also
represents and warrants to the Shareholder that it has not previously entered
into any agreement with respect to any of its securities granting any
registration rights to any Person.

     Section 4.02. Conflicting Agreements. Each of the Company and the
Shareholder represents and agrees that it shall not (a)enter into any agreement
or arrangement of any kind with any Person with respect to its Company
Securities inconsistent with the provisions of this Agreement or for the purpose
or with the effect of denying or reducing the rights of the Shareholder under
this Agreement or (b) act, for any reason, as a member of a group or in concert
with any other Person in connection with the Transfer of its Company Securities
in any manner that is inconsistent with the provisions of this Agreement.

                                   ARTICLE 5
                                  MISCELLANEOUS

     Section 5.01. Binding Effect; Assignability; Benefit. (a) This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, legal representatives and permitted assigns. The
Shareholder shall cease to be bound by the terms hereof when the Shareholder
ceases to own beneficially any Company Securities (other than (i) the provisions
of Sections 3.05, 3.06, 3.07, 3.08 and 3.10 applicable to such Shareholder with
respect to any offering of Registrable Securities completed before the date such


                                       22



Shareholder ceased to own any Company Securities and (ii) Sections 5.02, 5.04
5.05, 5.06, 5.07 and 5.08).

     (b) Neither this Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof shall be assignable by any party hereto
pursuant to any Transfer of Company Securities or otherwise, except that any
Permitted Transferee acquiring Company Securities shall (unless already bound
hereby) execute and deliver to the Company an agreement to be bound by this
Agreement in the form of Exhibit A hereto and shall thenceforth be a
"Shareholder".

     (c) Nothing in this Agreement, expressed or implied, is intended to confer
on any Person other than the parties hereto, and their respective heirs,
successors, legal representatives and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

     Section 5.02. Notices. All notices, requests and other communications to
any party shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by facsimile
transmission,

     if to the Company to:

          Greenhill & Co., Inc.
          300 Park Avenue
          New York, New York 10022
          Attention: [___]
          Fax:  212-389-1700

     with a copy to:

          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York  10017
          Attention:
          Fax:  (212) 450-3800

     if to Shareholder, to:

          [Name of Shareholder]
          [address]
          Attention:
          Fax:

     All notices, requests and other communications shall be deemed received on
the date of receipt by the recipient thereof if received prior to 5:00 p.m. in
the place of receipt and such day is a Business Day in the place of receipt.
Otherwise,


                                       23



any such notice, request or communication shall be deemed not to have been
received until the next succeeding Business Day in the place of receipt. Any
notice, request or other written communication sent by facsimile transmission
shall be confirmed by certified or registered mail, return receipt requested,
posted within one Business Day, or by personal delivery, whether courier or
otherwise, made within two Business Days after the date of such facsimile
transmissions.

     Any Person that becomes a Shareholder shall provide its address and fax
number to the Company.

     Section 5.03. Waiver; Amendment; Termination.(a) No provision of this
Agreement may be waived except by an instrument in writing executed by the party
against whom the waiver is to be effective. No provision of this Agreement may
be amended or otherwise modified except by an instrument in writing executed by
the Company with approval of the Board.

     (b) This Agreement shall terminate on the tenth anniversary of the date
hereof unless earlier terminated.

     Section 5.04. Fees and Expenses. Except as otherwise provided in this
Agreement, each party hereto shall pay its own fees and expenses incurred in
connection with the preparation of this Agreement, or any amendment or waiver
hereof, and the transactions contemplated hereby and all matters related hereto.

     Section 5.05. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to the conflicts of laws rules of such state.

     Section 5.06. Jurisdiction. The parties hereby agree that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the
Southern District of New York or any New York State court sitting in New York
City, so long as one of such courts shall have subject matter jurisdiction over
such suit, action or proceeding, and that any case of action arising out of this
Agreement shall be deemed to have arisen from a transaction of business in the
State of New York, and each of the parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient form. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of


                                       24



process on such party as provided in Section 5.02 shall be deemed effective
service of process on such party.

     Section 5.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 5.08. Specific Enforcement. Each party hereto acknowledges that the
remedies at law of the other parties for a breach or threatened breach of this
Agreement would be inadequate and, in recognition of this fact, any party to
this Agreement, without posting any bond, and in addition to all other remedies
that may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy that may then be available.

     Section 5.09. Counterparts; Effectiveness. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.

     Section 5.10. Entire Agreement. This Agreement and the Employment Agreement
constitutes the entire agreement among the parties hereto and supersede all
prior and contemporaneous agreements and understandings, both oral and written,
among the parties hereto with respect to the subject matter hereof and thereof.

     Section 5.11. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.

Section 5.12 . Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.


                                       25



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

                                        GREENHILL & CO., INC.


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


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



                                                                       EXHIBIT A

                      JOINDER TO TRANSFER RIGHTS AGREEMENT

     This Joinder Agreement (this "Joinder Agreement") is made as of the date
written below by the undersigned (the "Joining Party") in accordance with the
Transfer Rights Agreement dated as of June ___, 2004 (the "Transfer Rights
Agreement") among Greenhill & Co., Inc. and [name of MD], as the same may be
amended from time to time. Capitalized terms used, but not defined, herein shall
have the meaning ascribed to such terms in the Transfer Rights Agreement.

     The Joining Party hereby acknowledges, agrees and confirms that, by its
execution of this Joinder Agreement, the Joining Party shall be deemed to be a
party to the Transfer Rights Agreement as of the date hereof and shall have all
of the rights and obligations of a "Shareholder" thereunder as if it had
executed the Transfer Rights Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Transfer Rights Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as
of the date written below.



Date:                ,
      ----------- ---  ------

                                        [NAME OF JOINING PARTY]


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


                                        Address for Notices:








                                                                    Exhibit 10.6

                              GREENHILL & CO., INC.

                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement (the "AGREEMENT") is made as of ________
___, 2004 by and between Greenhill & Co., Inc., a Delaware corporation (the
"COMPANY"), and _________________ (the "INDEMNITEE").

         WHEREAS, the Company and the Indemnitee recognize the difficulty in
obtaining directors' and officers' liability insurance, the cost of such
insurance and the limited scope of coverage of such insurance;

         WHEREAS, the Company and the Indemnitee further recognize the
substantial increase in corporate litigation in general, subjecting officers and
directors to expensive litigation risks at the same time as the availability and
coverage of liability insurance has been severely limited; and

         WHEREAS, the Company desires to attract and retain the services of
highly qualified individuals, such as the Indemnitee, to serve as officers and
directors of the Company and to indemnify its officers and directors so as to
provide them with the maximum protection permitted by law.

         NOW, THEREFORE, the Company and the Indemnitee hereby agree as follows:

         1. Indemnification; Presumptions.

                  (a) The Company shall defend, indemnify and hold harmless the
Indemnitee from any Losses or Expenses arising from any Claim relating to, or
arising in whole or in part out of, any Covered Event actually and reasonably
incurred by the Indemnitee to the fullest extent permitted by applicable law on
the date hereof, or to such greater extent as applicable law may thereafter
permit or authorize.

                  (b) The termination of any Claim by judgment, order,
settlement, conviction or upon a plea of nolo contendre or its equivalent, shall
not, of itself, create a presumption that Indemnitee did not act in good faith
and in a manner reasonably relied to be in or not opposed to the best interests
of the Company, and with respect to any criminal Claim, that Indemnitee had
reason to believe his or her conduct was unlawful.

         2. Definitions.

         "CLAIM" means (a) any threatened, pending or completed action, suit,
proceeding or arbitration or other alternative dispute resolution mechanism, or
(b) any inquiry, hearing or investigation, whether conducted by the Company or
any other Person, that Indemnitee in good faith believes might lead to the
institution of



any such action, suit, proceeding or arbitration or other alternative dispute
resolution mechanism, in each case whether civil, criminal, administrative or
other (whether or not the claims or allegations therein are groundless, false or
fraudulent) and includes, without limitation, those brought by or in the name of
the Company or any director or officer of the Company.

         "COMPANY AGENT" means any Person serving as a director, officer,
partner, employee, agent, trustee or fiduciary of the Company, any Subsidiary or
any Other Enterprise.

         "COVERED EVENT" means any event or occurrence on or after the date of
this Agreement related to the fact that Indemnitee is or was a Company Agent or
related to anything done or not done by Indemnitee in any such capacity, and
includes, without limitation, any such event or occurrence (a) arising from
performance of the responsibilities, obligations or duties imposed by ERISA or
any similar applicable provisions of state or common law, or (b) arising from
any merger, consolidation or other business combination involving the Company,
any Subsidiary or any Other Enterprise, including without limitation any sale or
other transfer of all or substantially all of the business or assets of the
Company, any Subsidiary or any Other Enterprise.

         "EXPENSES" includes attorneys' fees and all other costs, travel
expenses, fees of experts, transcript costs, filing fees, witness fees,
telephone charges, postage, copying costs, delivery services fees and other
expenses and obligations of any nature whatsoever paid or incurred in connection
with investigating, prosecuting or defending, being a witness in or
participating in (including on appeal), or preparing to prosecute or defend, be
a witness in or participate in any Claim, for which Indemnitee is or becomes
legally obligated to pay.

         "LOSS" means any amount which Indemnitee is legally obligated to pay as
a result of any Claim, including, without limitation (a) all judgments,
penalties and fines, and amounts paid or to be paid in settlement, and (b) all
interest, assessments and other charges paid or payable in connection therewith.

         "OTHER ENTERPRISE" means any corporation (other than the Company or any
Subsidiary), partnership, joint venture, association, employee benefit plan,
trust or other enterprise or organization for which Indemnitee acts as a Company
Agent at the request of the Company or any Subsidiary. Indemnitee shall be
deemed to be acting as a Company Agent of an Other Enterprise at the request of
the Company with respect to any Other Enterprise in which the Company or any
Subsidiary has an investment as to which Indemnitee shall act as a Company Agent
from time to time. Indemnitee shall be deemed to be acting as a Company Agent of
an Other Enterprise at the request of the Company, if Indemnitee acts as a
Company Agent of an Other Enterprise at the written or oral request of the Board
of Directors of the Company or of any Subsidiary by which the Indemnitee is
employed from time to time, at the written or oral request of an Executive


                                      -2-


Officer of the Company or of any Subsidiary by which the Indemnitee is employed
from time to time or if Indemnitee acts as a Company Agent of an Other
Enterprise by reason of being requested, elected, hired or retained to succeed
or assume the responsibilities of a Person who previously acted as a Company
Agent of an Other Enterprise at the request of the Company.

         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (or any subdivision, department, commission or agency thereof), and
includes without limitation any "person", as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended.

         "SUBSIDIARY" means any corporation of which more than 50% of the
outstanding stock having ordinary voting power to elect a majority of the board
of directors of such corporation is now or hereafter owned, directly or
indirectly, by the Company.

         3. Expenses; Indemnification Procedure.

                  (a) Advancement of Expenses. Expenses incurred in defending a
civil or criminal action, suit or proceeding by the Indemnitee, if the
Indemnitee is determined to be entitled to indemnification pursuant to Section
1, shall be paid by the Company in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Indemnitee to repay such amount if it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified by the Company as authorized by
this Agreement (the "UNDERTAKING"); provided, however, that the Company shall
not be required to advance expenses to the Indemnitee in connection with any
proceeding (or part thereof) initiated by the Indemnitee unless the proceeding
was authorized in advance by the Board of Directors of the Company; and provided
further that no advance shall be made by the Company to the Indemnitee in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (i) by a
majority vote of disinterested directors or (ii) by independent legal counsel in
a written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that the
Indemnitee acted in bad faith or in a manner that the Indemnitee did not believe
to be in or not opposed to the best interests of the Company. The Indemnitee
shall be entitled to receive interim payments of expenses pursuant to this
Subsection (a) unless and until such defense may be finally adjudicated by court
order or judgment from which no further right of appeal exists.

                  (b) Notice/Cooperation by the Indemnitee. The Indemnitee
shall, as a condition precedent to his or her right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable of any
claim made against the Indemnitee for which indemnification will or could be


                                      -3-


sought under this Agreement. Notice to the Company shall be directed to the
Chief Executive Officer of the Company at the address shown on the signature
page of this Agreement (or such other address as the Company shall designate in
writing to the Indemnitee). In addition, the Indemnitee shall give the Company
such information and cooperation as it may reasonably require and as shall be
within the Indemnitee's power.

                  (c) Procedure. Any indemnification and advances determined
proper in accordance with this Agreement shall be made no later than 45 days
after such determination. If a claim under this Agreement, under any statute, or
under any provision of the Company's Amended and Restated Certificate of
Incorporation or Amended and Restated Bylaws providing for indemnification, is
not paid in full by the Company within 45 days after such determination, the
Indemnitee may, but need not, at any time thereafter bring an action against the
Company to recover the unpaid amount of the claim and, subject to Section 14 of
this Agreement, the Indemnitee shall also be entitled to be paid for the
expenses (including attorneys' fees) of bringing such action. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in connection with any action, suit or proceeding in advance
of its final disposition) that the Indemnitee has not met the standards of
conduct which make it permissible under applicable law for the Company to
indemnify the Indemnitee for the amount claimed.

                  (d) Notice to Insurers. If, at the time of the receipt of a
notice of a claim pursuant to Section 3(b) hereof, the Company has director and
officer liability insurance in effect, the Company shall give prompt notice of
the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all reasonable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.

                  (e) Selection of Counsel. In the event the Company shall be
obligated under Section 3(a) hereof to pay the expenses of any proceeding
against the Indemnitee, the Company, if appropriate, shall be entitled to assume
the defense of such proceeding, with counsel approved by the Indemnitee (such
approval not to be unreasonably withheld), upon the delivery to the Indemnitee
of written notice of its election so to do. After delivery of such notice,
approval of such counsel by the Indemnitee and the retention of such counsel by
the Company, the Company will not be liable to the Indemnitee under this
Agreement for any fees of counsel subsequently incurred by the Indemnitee with
respect to the same proceeding, provided that (i) the Indemnitee shall have the
right to employ his or her counsel in any such proceeding at the Indemnitee's
expense; and (ii) if (A) the employment of counsel by the Indemnitee has been
previously authorized by the Company, (B) the Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and the
Indemnitee


                                      -4-


in the conduct of any such defense, or (C) the Company shall not, in fact, have
employed counsel to assume the defense of such proceeding, then the fees and
expenses of the Indemnitee's counsel shall be at the expense of the Company.

         4. Additional Indemnification Rights; Nonexclusivity.

                  (a) Scope. Notwithstanding any other provision of this
Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company's
Amended and Restated Certificate of Incorporation, the Company's Amended and
Restated Bylaws or by statute. In the event of any change in any applicable law,
statute or rule which narrows the right of a Delaware corporation to indemnify a
member of its board of directors or an officer, such changes, to the extent not
otherwise required by such law, statute or rule to be applied to this Agreement
shall have no effect on this Agreement or the parties' rights and obligations
hereunder.

                  (b) Nonexclusivity. The indemnification provided by this
Agreement shall not be deemed exclusive of any rights to which the Indemnitee
may be entitled under the Company's Amended and Restated Certificate of
Incorporation, its Amended and Restated Bylaws, any agreement, any vote of
shareholders or disinterested directors, the Delaware General Corporation Law,
or otherwise, both as to action in the Indemnitee's official capacity and as to
action in another capacity while holding such office. The indemnification
provided under this Agreement shall continue as to the Indemnitee for any action
taken or not taken while serving in an indemnified capacity even though he or
she may have ceased to serve in such capacity at the time of any action, suit or
other covered proceeding.

         5. Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the expenses, judgments, fines or penalties actually or reasonably
incurred by him or her in the investigation, defense, appeal or settlement of
any civil or criminal action, suit or proceeding, but not, however, for the
total amount thereof, the Company shall nevertheless indemnify the Indemnitee
for the portion of such expenses, judgments, fines or penalties to which the
Indemnitee is entitled.

         6. Mutual Acknowledgment. Both the Company and the Indemnitee
acknowledge that in certain instances, Federal law or applicable public policy
may prohibit the Company from indemnifying its directors and officers under this
Agreement or otherwise. The Indemnitee understands and acknowledges that the
Company has undertaken or may be required in the future to undertake with the
Securities and Exchange Commission to submit the question of indemnification to


                                      -5-


a court in certain circumstances for a determination of the Company's right
under public policy to indemnify the Indemnitee.

         7. Officer and Director Liability Insurance. The Company may, from time
to time, make the good faith determination whether or not it is practicable for
the Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the officers and directors of the
Company with coverage for losses from wrongful acts, or to ensure the Company's
performance of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage. In all policies of
director and officer liability insurance, the Indemnitee shall be named as an
insured in such a manner as to provide the Indemnitee the same rights and
benefits as are accorded to the most favorably insured of the Company's
directors, if the Indemnitee is a director; or of the Company's officers, if the
Indemnitee is not a director of the Company, but is an officer; or of the
Company's key employees, if the Indemnitee is not an officer or director, but is
a key employee. Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain such insurance if the Company determines in
good faith that such insurance is not reasonably available, if the premium costs
for such insurance are disproportionate to the amount of coverage provided, if
the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit, or if the Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Company. However, the
Company's decision whether or not to adopt and maintain such insurance shall not
affect in any way its obligations to indemnify the Indemnitee under this
Agreement or otherwise.

         8. Severability. Nothing in this Agreement is intended to require or
shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order,
to perform its obligations under this Agreement shall not constitute a breach of
this Agreement. The provisions of this Agreement shall be severable as provided
in this Section 8. If this Agreement or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify the Indemnitee to the fullest extent permitted by any
applicable portion of this Agreement that shall not have been invalidated, and
the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.

         9. Exceptions. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:

                  (a) Claims Initiated by the Indemnitee. To indemnify or
advance expenses to the Indemnitee with respect to proceedings or claims
initiated or brought voluntarily by the Indemnitee and not by way of defense,
except with


                                      -6-


respect to proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other statute or law, but such
indemnification or advancement of expenses may be provided by the Company in
specific cases if the Board of Directors has approved the initiation or bringing
of such suit.

                  (b) Lack of Good Faith. To indemnify the Indemnitee for any
expenses incurred by the Indemnitee with respect to any proceeding instituted by
the Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous.

                  (c) Insured Claims. To indemnify the Indemnitee for expenses
or liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to the Indemnitee by an insurance carrier under a policy
of officers' and directors' liability insurance maintained by the Company.

                  (d) Claims Under Section 16(b). To indemnify the Indemnitee
for expenses and the payment of profits arising from the purchase and sale by
the Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor statute.

                  (e) To indemnify Indemnitee for any amounts paid or to be paid
in settlement of any Claim without the express prior written consent of the
Company. Neither the Company nor Indemnitee shall unreasonably withhold consent
to any proposed settlement.

         10. Construction of Certain Phrases. For purposes of this Agreement,
references to the "Company" shall include any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that if the
Indemnitee is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, the Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving corporation as the Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.

         11. Effectiveness. This Agreement shall be deemed to be effective as of
the commencement date of the Indemnitee's employment as an Officer or Director
of the Company.

         12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

                                      -7-


         13. Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns, and shall inure to the benefit of the
Indemnitee and the Indemnitee's estate, heirs, legal representatives and
assigns.

         14. Attorneys' Fees. In the event that any action is instituted by the
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
the Indemnitee shall be entitled to be paid all court costs and expenses,
including reasonable attorneys' fees, incurred by the Indemnitee with respect to
such action, unless as a part of such action, the court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee as a basis for such action were not made in good faith or were
frivolous. In the event of an action instituted by or in the name of the Company
under this Agreement or to enforce or interpret any of the terms of this
Agreement, the Indemnitee shall be entitled to be paid all court costs and
expenses, including attorneys' fees, incurred by the Indemnitee in defense of
such action (including with respect to the Indemnitee's counterclaims and
cross-claims made in such action), unless as a part of such action the court
determines that each of the Indemnitee's material defenses to such action were
made in bad faith or were frivolous.

         15. Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked. Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.

         16. Consent to Jurisdiction. The Company and the Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the state courts of the State of Delaware.

         17. Choice of Law. This Agreement shall be governed by and its
provisions construed in accordance with the laws of the State of Delaware.

         18. Modification. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. All prior
negotiations, agreements and understandings between the parties with respect
thereto are superseded hereby. This Agreement may not be modified or amended
except by an instrument in writing signed by or on behalf of the parties hereto.




                                      -8-




         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.



                                            GREENHILL & CO., INC.


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


AGREED TO AND ACCEPTED:

INDEMNITEE

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


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

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

------------------------------------
(address)























                                      -9-








                                                                  Exhibit 10.10


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

                              TST 300 PARK, L.P.,

                                                             Landlord

                                       and



                              GREENHILL & CO. LLC,

                                                             Tenant







                                     -----


                                     LEASE
                                     -----



                    Premises:   The Entire Twenty-Third and a Portion
                                of the Twenty-Fourth Floors

                                300 Park Avenue
                                New York, New York


                    Dated:      February 18, 2000




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



                               TABLE OF CONTENTS

Article 1   Basic Lease Provisions ............................      1
Article 2   Premises, Term, Rent ..............................      4
Article 3   Use and Occupancy .................................      5
Article 4   Condition of the Premises .........................      7
Article 5   Alterations .......................................     10
Article 6   Floor Load ........................................     14
Article 7   Repairs ...........................................     14
Article 8   Increases in Taxes and Operating Expenses .........     16
Article 9   Requirements of Law ...............................     23
Article 10  Subordination .....................................     25
Article 11  Services ..........................................     28
Article 12  Insurance; Property Loss or Damage; Reimbursement .     32
Article 13  Destruction - Fire or Other Cause .................     34
Article 14  Eminent Domain ....................................     37
Article 15  Assignment and Subletting .........................     38
Article 16  Electricity .......................................     49
Article 17  Access to Premises ................................     51
Article 18  Default ...........................................     53
Article 19  Remedies and Damages ..............................     55
Article 20  Landlord's Right to Cure; Fees and Expenses .......     57
Article 21  No Representations By Landlord: Landlord's Approval     58
Article 22  End of Term .......................................     59
Article 23  Quiet Enjoyment ...................................     60
Article 24  No Surrender; No Waiver ...........................     60
Article 25  Waiver of Trial by Jury ...........................     61
Article 26  Inability to Perform ..............................     61
Article 27  Notices ...........................................     62
Article 28  Rules and Regulations .............................     62
Article 29  Partnership Tenant ................................     63
Article 30  Vault Space .......................................     64
Article 31  Broker ............................................     65
Article 32  Indemnity .........................................     65
Article 33  Adjacent Excavation; Shoring ......................     67
Article 34  Tax Status Of Beneficial Owners ...................     67
Article 35  Security Deposit ..................................     68
Article 36  Miscellaneous .....................................     72
Article 37  Renewal Option ....................................     75
Article 38  Right of First Offer ..............................     77
Article 39  Satellite Dish ....................................     79



                                   EXHIBITS:


A - Floor Plans

B - Definitions

C - Description of Landlord's Work

D - Heating, Ventilation and Air Conditioning Specifications

E - Cleaning Specifications

F - Rules and Regulations

G - Subordination, Non-Disturbance and Attornment Agreement



                                       1


                                     LEASE

         LEASE, made as of the 18th of February, 2000, between TST 300 PARK,
L.P. (the "Landlord"), a Delaware limited partnership, having an office c/o
Tishman Speyer Properties, L.P. 520 Madison Avenue, New York, New York 10022 and
GREENHILL & CO. LLC, a New York limited liability company (the "Tenant"), having
an office at 31 West 52nd Street, New York, New York 10019.

         Landlord and Tenant hereby covenant and agree as follows:



                                   ARTICLE 1

                             BASIC LEASE PROVISIONS

PREMISES                   The entire 23rd floor (the "23rd Floor Premises") and
                           a portion of the 24th floor (the "24th Floor
                           Premises" and, together with the 23rd Floor Premises,
                           collectively the "Premises") of the Building,
                           substantially as shown on Exhibits A-I and A-2,
                           respectively.

BUILDING                   The building, fixtures, equipment and other
                           improvements and appurtenances now located or
                           hereafter erected, located or placed upon the land
                           known as 300 Park Avenue and 45 East 49th Street, New
                           York, New York.

REAL PROPERTY              The Building, together with the plot of land upon
                           which it stands.

COMMENCEMENT DATE          The date on or after July 1, 2000 which is the
                           earlier to occur of (a) the date upon which items 1,2
                           and 3 of Landlord's Work (the "Pre-Delivery Work")
                           shall be Substantially Completed in accordance with
                           the terms of this Lease, and (b) the date Tenant (or
                           any person claiming by, through or under Tenant)
                           occupies any part of the Premises for the conduct of
                           its business.

RENT COMMENCEMENT          The date which is the four (4)-month anniversary of
DATE                       the Commencement Date.

EXPIRATION DATE            The date which is the last day of the month in which
                           the



                           tenth anniversary of the Commencement Date occurs or,
                           if the term of this Lease shall be extended in
                           accordance with any express provision hereof, the
                           last day of any renewal or extended term.

TERM                       The period commencing on the Commencement Date and
                           ending on the Expiration Date.

PERMITTED USES             Executive and general offices for the transaction of
                           Tenant's business and uses incidentally related
                           thereto.

BASE TAX YEAR              The Tax Year commencing on July 1, 2000 and ending on
                           June 30, 2001.

BASE EXPENSE YEAR          Calendar year 2000.

TENANT'S PROPORTIONATE     (a) As to Operating Expenses:
SHARE
                           3.618 percent.

                           (b) As to Taxes:

                           3.469 percent.

AGREED AREA OF             (a) As to Operating Expenses:
BUILDING
                           695,298 rentable square feet.

                           (b) As to Taxes:

AGREED AREA OF             725,280 rentable square feet.
PREMISES
                           (a) As to the 23rd Floor Premises:

                           18,614 rentable square feet;

                           (b) As to the 24th Floor Premises:

                           6,544 rentable square feet,

                           comprising 25,158 rentable square feet in the
                           aggregate, which rentable square footage has been
                           mutually determined by Landlord and Tenant for
                           purposes of this

                                       2


                           Lease and Landlord makes no representation whatsoever
                           as to the actual square feet contained in the
                           Premises or the Building or any portions thereof but
                           the Agreed Area of Building was calculated on a basis
                           consistent with the calculation of the Agreed Area of
                           Premises.

FIXED RENT                 (i) $1,610,112 per annum ($134,176.00 per month) for
                           the period commencing on the Rent Commencement Date
                           and ending on the day preceding the 5th anniversary
                           of the Commencement Date, both dates inclusive; and
                           (ii) $1,735,902 per annum ($144,658.50 per month) for
                           the period commencing on the 5th anniversary of the
                           Commencement Date and ending on the Expiration Date,
                           both dates inclusive.

ADDITIONAL RENT            All sums other than Fixed Rent payable by Tenant to
                           Landlord under this Lease, including Tenant's Tax
                           Payment, Tenant's Operating Payment, late charges,
                           overtime or excess service charges, and interest and
                           other costs related to Tenant's failure to perform
                           any of its obligations under this Lease.

RENT                       Fixed Rent and Additional Rent, collectively.

INTEREST RATE              The lesser of (i) four percent per annum above the
                           then Current Base Rate charged by Citibank, N.A. or
                           its successor, or (ii) the maximum rate permitted by
                           applicable law.

SECURITY DEPOSIT           $1,610,112, which amount is subject to adjustment
                           pursuant to Section 35.5.

BROKER                     Insignia/ESG, Inc.

LANDLORD'S AGENT           Tishman Speyer Properties, L.P. or any other person
                           designated at any time and from time to time by
                           Landlord as Landlord's Agent and their successors and
                           assigns.

LANDLORD'S                 $880,530.

CONTRIBUTION

                                       3


ALL CAPITALIZED TERMS USED IN THE TEXT OF THIS LEASE WITHOUT DEFINITION ARE
DEFINED IN THIS ARTICLE 1 OR IN EXHIBIT B.

                                   ARTICLE 2

                              PREMISES, TERM, RENT

         Section 2.1 Lease of Premises. Subject to the terms of this Lease,
Landlord leases to Tenant and Tenant leases from Landlord the Premises for the
Term. In addition, Landlord grants to Tenant the right to use, on a
non-exclusive basis and in common with other tenants, the lobby area and other
Building common elements and common facilities serving the Premises.

         Section 2.2 Payment of Rent. (a) Tenant shall pay to Landlord, without
notice or demand, and without any set-off, counterclaim, abatement or deduction
whatsoever, except as may be expressly set forth in this Lease, in lawful money
of the United States by wire transfer of funds to Landlord's account, as
designated by Landlord, or by check drawn upon a bank approved by Landlord: (i)
Fixed Rent in equal monthly installments, in advance, on the first (1st) day of
each calendar month during the Term, commencing on the Rent Commencement Date,
and (ii) Additional Rent, at the times and in the manner set forth in this
Lease. If the Rent Commencement Date is not the first day of a month, then on
the Rent Commencement Date Tenant shall pay Fixed Rent for the period from the
Rent Commencement Date through the last day of such month.

             (b) Tenant shall make each payment of Fixed Rent and Additional
Rent to Landlord at P. O. Box 31127, Hartford, Connecticut 06150-1127, and each
such payment shall reference the Building. The payment instructions contained in
the preceding sentence shall not be withdrawn or modified by Landlord without
the prior written consent of SunAmerica Life Insurance Company ("SunAmerica") or
SunAmerica's agent, David Cronheim Mortgage Corporation, or any successor agent
appointed by SunAmerica and of which SunAmerica has notified Tenant (the
"Servicer"), or pursuant to a joint written instruction from Landlord and
SunAmerica or the Servicer. Until Tenant shall receive written instructions to
the contrary from SunAmerica or the Servicer, Tenant shall continue to make all
payments of Fixed Rent and Additional Rent as provided in this Section 2.2(b ).

         Section 2.3 Interest. If Tenant shall fail to pay any installment or
other payment of Rent when due, interest shall accrue on such installment or
payment as a late charge, from the date such installment or payment became due
until the date paid at the Interest Rate, except that no such interest shall
accrue in respect of the first two installments or payments that are past due in
any consecutive twelve month period provided that neither such installment nor
payment is past due for more than five days and, if such installment or

                                       4


payment is past due for more than five days, interest shall accrue thereon from
the first day such installment or payment became past due.


                                   ARTICLE 3

                               USE AND OCCUPANCY

         Section 3.1 (a) Permitted Uses. Tenant shall use and occupy the
Premises for the Permitted Uses and for no other purpose. Tenant shall not use
or occupy or permit the use or occupancy of any part of the Premises in a manner
constituting a Prohibited Use. If Tenant uses or suffers the use of the Premises
for a purpose which constitutes a Prohibited Use or violates any Requirement, or
which causes the Building to be in violation of any Requirement, then Tenant
shall promptly discontinue such use upon notice of such violation. Tenant's
failure to promptly (and, in all events, within 10 days after such notice)
discontinue such use shall be a material default hereunder and Landlord shall
have the right, without Tenant having any further period in which to cure, (i)
to terminate this Lease immediately, and (ii) to exercise any and all rights and
remedies available to Landlord at law or in equity.

             (b) Licenses and Permits. Tenant, at its expense, shall obtain and
at all times maintain and comply with the terms and conditions of all licenses
and permits required for the lawful conduct of the Permitted Uses in the
Premises. Landlord shall during the Term keep in effect at all times a
certificate of occupancy issued for the Building permitting the use of the
Premises as offices.

         Section 3.2 Prohibited Uses. (a) Notwithstanding anything in this Lease
to the contrary, in no event shall the Premises be used or occupied by a Person,
the principal business of which at the time such use or occupancy is
contemplated shall be the manufacture or sale of soaps, detergents, laundry
products, toilet articles, pet products or pet food or cosmetics or the
principal business of which shall be that of Colgate-Palmolive Company
("Colgate"), or its parent or one of its significant subsidiaries or affiliates
then occupying any portion of the Building or which includes in the name under
which such Person conducts business or in the name of any of its products or
services either or both of the names "Colgate" or "Palmolive" or the name of any
such subsidiary or affiliate or Person into which Colgate may merge or any
parent company of Colgate or any simulation of any such names.

             (b) As long as Matsushita Electric Company of America is a party to
a lease with Landlord for space in the Building, Tenant covenants that it shall
not occupy the Premises, and shall not sublease space in the Premises to any
Person, whose (i) primary use of such space is the display or sale of electronic
equipment, or (ii) primary business is or shall be the sale, manufacture or
distribution of electronic equipment. Landlord's determination that any such use
or business is primary (as opposed to incidental) shall be final and binding on
the parties.

                                       5


         Section 3.3 Use of Name "Colgate-Palmolive Building." So long as
Colgate (or any of its subsidiaries, affiliates or parents) shall be a tenant in
the Building, the use of the name Colgate- Palmolive Building" as a designation
of the Building has been reserved for the use of Colgate and any other tenants
in the Building which obtain the written consent of Colgate to use the same.
Tenant hereby covenants and agrees that it will not use the name
"Colgate-Palmolive Building," or any simulation or abbreviation thereof, as its
address either on stationery, by listing in the telephone book, or in other
printed matter, publication or picture or rendering or in advertising matter of
any sort unless such use is approved in writing by Colgate and Landlord. Tenant
covenants that any sublease of any space in the Premises shall contain a similar
restriction binding the subtenant.

         Section 3.4 Delivery of Premises. (a) Landlord shall not be liable for
failure to deliver possession of the Premises on any specified date, and such
failure shall not impair the validity ofthi8 Lease (except as provided in
Section 3.4(b) but in the case of the holding over or retention of possession by
any tenant of the Premises, Landlord shall, at Landlord's sole expense, within
30 days following the date such holding-over tenant was obligated to vacate the
Premises commence and diligently prosecute a legal action or proceeding to
obtain possession of such Premises. If Landlord delivers possession of the
Premises to Tenant prior to August 1, 2000 Landlord shall provide Tenant with at
least 14 days' prior notice of the date Landlord reasonably anticipates will be
the Commencement Date. If Landlord delivers possession of the Premises to Tenant
after August 1, 2000, Landlord shall provide Tenant with at least 14 days' prior
notice of the date Landlord reasonably anticipates will be the Commencement Date
and the Commencement Date shall in no event occur until 14 days after such
notice is given. Landlord shall be deemed to have delivered possession of the
Premises to Tenant upon the giving of notice by Landlord to Tenant stating that
the Premises are vacant, broom clean and otherwise in the condition required
under this Lease (including, without limitation, the Substantial Completion of
the Pre-Delivery Work), and available for Tenant's occupancy (subject to such
notice being factually correct). Subject to the provisions of Section 3.4(b),
there shall be no postponement of the Commencement Date (or the Rent
Commencement Date) for (i) any delay which results from any Tenant Delay or (ii)
any delay by Landlord in the performance of Landlord' s Work. The provisions of
this Article are intended to constitute "an express provision to the contrary"
within the meaning of Section 223-a of the New York Real Property Law or any
successor Requirement.

             (b) If Landlord fails to Substantially Complete Landlord's
Pre-Delivery Work and deliver vacant possession of the Premises in accordance
with the terms of this Lease prior to October 1, 2001 (the "Outside Delivery
Date"), Tenant shall have the right exercisable by notice given to Landlord on
or before the date that is 90 days after the Outside Delivery Date, as its sole
and exclusive remedy therefor, to cancel this Lease. If Tenant timely delivers
the aforesaid cancellation notice (which notice may not be given prior to the
Outside Delivery Date), this Lease shall terminate 30 days after the date of
such notice, unless Landlord delivers vacant possession of the Premises with
Landlord's Pre-Delivery

                                       6


Work Substantially Completed within such 30 day period, in which case Tenant's
cancellation notice shall be void and this Lease shall continue in full force
and effect. Failure by Tenant to exercise such right to cancel this Lease within
90 days after the Outside Date shall constitute a waiver of such right; time
being of the essence with respect thereto.


                                   ARTICLE 4

                           CONDITION OF THE PREMISES

         Section 4.1 Condition. Tenant has inspected the Premises and agrees (a)
subject to Landlord's obligations under Section 3.4, to accept possession of the
Premises in the "as is" condition existing on the Commencement Date, (b) that
neither Landlord nor Landlord's agents have made any representations or
warranties with respect to the Premises or the Building except as expressly set
forth herein, and (c) except for Landlord's Contribution as expressly set forth
in Section 4.2 hereof and except for the work described in Exhibit C
("Landlord's Work"), Landlord has no obligation to perform any work, supply any
materials, incur any expense or make any alterations or improvements to the
Premises to prepare the Premises for Tenant's occupancy. Any work to be
performed by Tenant in connection with Tenant's initial occupancy of the
Premises for the conduct of its business shall be referred to hereinafter as the
"Initial Installations" . Tenant's occupancy of any part of the Premises for the
conduct of its business shall be conclusive evidence, as against Tenant, that
Landlord has Substantially Completed any work to be performed by Landlord under
this Lease, Tenant has accepted possession of the Premises in its then current
condition and at the time such possession was taken, the Premises and the
Building were in a good and satisfactory condition as required by this Lease.

         Section 4.2 Landlord's Contribution. (a) Landlord agrees to pay to
Tenant an amount not to exceed Landlord's Contribution toward the cost of the
Initial Installations (excluding any "soft-costs" (other than architectural,
engineering, permit and construction consulting fees not in excess of $88,053)
and Tenant's Property), provided that as of the date on which Landlord is
required to make payment thereof pursuant to Section 4.2(b): (i) this Lease is
in full force and effect, and (ii) no Event of Default then exists. Tenant shall
pay all costs of the Initial Installations in excess of Landlord's Contribution.
Landlord's Contribution shall be payable solely on account of labor directly
related to the Initial Installations and materials delivered to the Premises in
connection with the Initial Installations (excluding any "soft-costs" (other
than architectural, engineering, permit and construction consulting fees not in
excess of $88,053) and Tenant's Property). Tenant shall not be entitled to
receive any portion of Landlord's Contribution not actually expended by Tenant
in the performance of the Initial Installations in accordance with this Section
4.2, nor shall Tenant have any right to apply any unexpended portion of
Landlord's Contribution as a credit against Rent or any other obligation of
Tenant hereunder. Upon the completion of the Initial Installations and
satisfaction of the conditions set forth in Section 4.2, or upon the

                                       7


occurrence of the date which is twelve months after the Commencement Date (which
date shall be extended by reason of strikes, labor trouble or any other similar
cause beyond Tenant's control in performing the Initial Installations),
whichever first occurs, any amount of Landlord's Contribution which has not been
previously disbursed shall be retained by Landlord; provided, however, that
notwithstanding anything contained herein to the contrary, the applicable
portion of such retained amounts shall continue to be held for the benefit of
Tenant by Landlord if Tenant delivers a notice to Landlord prior to satisfaction
of the conditions set forth in Section 4.2 that it is in dispute with any
contractors, subcontractors, vendors or other providers of service and refuses
to make payments at such time.

             (b) Landlord shall make progress payments to Tenant on a monthly
basis, for the work performed during the previous month, up to 90% of Landlord's
Contribution. Each of Landlord's progress payments shall be limited to an amount
equal to the aggregate amounts theretofore paid by Tenant (as certified by an
authorized officer of Tenant and by Tenant's independent architect) to Tenant's
contractors, subcontractors and material suppliers which have not been subject
to previous disbursements from Landlord's Contribution multiplied by 90%.
Provided that Tenant delivers requisitions to Landlord on or prior to the 10th
day of any month, such progress payments shall be made within 30 days next
following the delivery to Landlord of requisitions therefor, signed by an
authorized officer of Tenant. which requisitions shall set forth the names of
each contractor and subcontractor to whom payment is due, and the amount
thereof, and shall be accompanied by (i) with the exception of the first
requisition, copies of partial waivers of lien from all contractors,
subcontractors, and material suppliers covering all work and materials which
were the subject of previous progress payments by Landlord and Tenant, (ii) a
written certification from Tenant's architect that the work for which the
requisition is being made has been completed substantially in accordance with
the plans and specifications approved by Landlord and (iii) such other documents
and information as Landlord may reasonably request, including in connection with
title drawdowns and endorsements. Any requisition made following the 10th day of
any month shall be paid no later than the last day of the month following the
month in which such requisitions are made. Landlord shall disburse any amount
retained by it hereunder upon submission by Tenant to Landlord of Tenant's
requisition therefor accompanied by all documentation required under this
Section 4.2(b), together with (A) proof of the satisfactory completion of all
required inspections and issuance of any required approvals, permits and
sign-offs for the Initial Installation by Governmental Authorities having
jurisdiction thereover, (B) final plans and specifications for the Initial
Installations as required pursuant to Section 5.l(c) and (C) issuance of final
lien waivers by all contractors, subcontractors and material suppliers covering
all of the Initial Installations. The right to receive Landlord's Contribution
is for the exclusive benefit of Tenant, and in no event shall such right be
assigned to or be enforceable by or for the benefit of any third party,
including any contractor, subcontractor, materialman, laborer, architect,
engineer, attorney or other Person.

                                       8


         Section 4.3 Landlord's Work. (a) Landlord will commence the performance
of items 4 through 8 of Landlord's Work (the "Post-Delivery Work") reasonably
promptly following the Commencement Date and, subject to Tenant's compliance
with the provisions of this Section 4.3, will complete the Post-Delivery Work in
a good and workmanlike manner consistent with the standards applicable to the
Building. Landlord and its employees, contractors and agents shall have access
to the Premises at all reasonable times for the performance of the Post-Delivery
Work and for the storage of materials reasonably required in connection
therewith, and Tenant will use all commercially reasonable efforts to avoid any
interference with the performance of the Post-Delivery Work. Landlord shall use
reasonable efforts to minimize interference with Tenant's use and occupancy of
the Premises during the performance of the Post-Delivery Work, provided that
Landlord shall have no obligation to employ contractors or labor at overtime or
other premium pay rates or to incur any other overtime costs or additional
expenses whatsoever. There shall be no Rent abatement or allowance to Tenant for
a diminution of rental value, no actual or constructive eviction of Tenant, in
whole or in part, no relief from any of Tenant's other obligations under this
Lease, and no liability on the part of Landlord, by reason of inconvenience,
annoyance or injury to business arising from the performance of the Post-
Delivery Work or the storage of any materials in connection therewith.

             (b) Landlord agrees to use reasonable efforts to Substantially
Complete (i) the replacement of the exterior windows in the Premises on or
before September 15, 2000 and (ii) the other Post-Delivery Work as soon as
reasonably practicable after Landlord obtains vacant possession of the Premises,
subject, in either case, to extension due to Unavoidable Delays and/or the
number of days during which any tenant occupying the Premises on the date hereof
holds over and, in the case of the window replacement work, the second sentence
of item 8 of Exhibit C. If Landlord fails to Substantially Complete such window
replacement work on or before September 15, 2000 (as such date may be extended
as provided above) and such other Post-Delivery Work as soon as reasonably
practicable after Landlord obtains possession of the Premises (as extended as
provided above), then, as Tenant's sole and exclusive remedy therefor, to the
extent that Tenant is actually delayed in the Substantial Completion of the
Initial Installations or in the occupancy of the Premises as a consequence of
such Post-Delivery Work not being Substantially Completed, except to the extent
such delay is attributable to the negligence or willful misconduct of Tenant or
Tenant's breach of the terms of this Lease, the Rent Commencement Date shall be
postponed by one day for each day of such delay (without duplication if more
than one item of Post-Delivery Work is not Substantially Completed) in the
Substantial Completion of the Post-Delivery Work.


                                       9


                                   ARTICLE 5

                                  ALTERATIONS

         Section 5.1 Tenant's Alterations. (a) Tenant shall not make any
alterations, additions or other physical changes in or about the Premises,
including the Initial Installations (collectively, "Alterations"), other than
decorative Alterations such as painting, wall coverings, floor coverings and low
voltage cabling (collectively, "Decorative Alterations"), without Landlord's
prior consent, which may be withheld in Landlord's sole discretion.
Notwithstanding the foregoing, Landlord shall not unreasonably withhold its
consent to Alterations so long as such Alterations (i) are non-structural and do
not affect the Building Systems, (ii) are performed only by Landlord's
designated contractors (which shall be set forth on a list (subject to change
from time to time) of at least three contractors per trade, except with respect
to the Building System contractors, and such list shall be submitted to Tenant
promptly after request therefor and if Tenant engages any contractor set forth
on such list, Tenant shall not be required to obtain Landlord's consent to such
contractor unless, prior to the execution of an agreement between Tenant (either
directly or through another contractor or subcontractor) and such contractor
(or, if no written agreement is entered into, prior to the commencement of work
by the contractor), Landlord shall notify Tenant that such contractor has been
removed from such list) or by contractors approved by Landlord to perform such
Alterations, (iii) affect only the Premises and are not visible from outside of
the Premises or the Building, (iv) do not affect the certificate of occupancy
issued for the Building or the Premises, (v) do not adversely affect any service
furnished by Landlord to Tenant or to any other tenant of the Building and (vi)
do not violate any Requirement or cause the Premises or the Building to be
non-compliant with any Requirement.

         (b) Plans and Specifications. Prior to making any Alterations, Tenant,
at its expense, shall (i) submit to Landlord for its approval, detailed plans
and specifications (including layout, architectural, mechanical, electrical,
plumbing, sprinkler and structural drawings) of each proposed Alteration (other
than Decorative Alterations), and with respect to any Alteration affecting any
Building System, Tenant shall submit proof that the Alteration has been designed
by, or reviewed and approved by, Landlord's designated engineer for the affected
Building System, (ii) obtain all permits, approvals and certificates required by
any Governmental Authorities, (iii) furnish to Landlord duplicate original
policies or certificates of worker's compensation (covering all persons to be
employed by Tenant, and Tenant's contractors and subcontractors in connection
with such Alteration) and comprehensive public liability (including property
damage coverage) insurance and Builder's Risk coverage (issued on a completed
value basis) all in such form, with such companies, for such periods and in such
amounts as Landlord may reasonably require, naming Landlord, Landlord's managing
agent, and their respective employees and agents, any Lessor and any Mortgagee
as additional insureds and (iv) furnish to Landlord such other evidence of
Tenant's ability to complete and to fully pay for such Alterations (other than
Decorative Alterations) as is reasonably satisfactory to Landlord. Upon Tenant's
request, Landlord shall

                                       10


reasonably cooperate with Tenant in obtaining any permits, approvals or
certificates required to be obtained by Tenant in connection with any permitted
Alteration (if the provisions of the applicable Requirement require that
Landlord join in such application), provided that Tenant shall reimburse
Landlord for any cost, expense or liability in connection therewith. Tenant
shall give Landlord not less than 5 Business Days' notice prior to performing
any Decorative Alteration which notice shall contain a description of such
Decorative Alteration. If Landlord shall deny any request for approval to an
Alteration, Landlord shall provide Tenant with a reasonably detailed explanation
of the reason(s) for such denial. Any plans and specifications resubmitted by
Tenant to Landlord for Landlord's approval reflecting changes or additions made
to such plans and specifications as requested by Landlord ("Tenant's
Resubmission") shall be approved or denied by Landlord, subject to Section
5.1(a), within 5 Business Days following Tenant's Resubmission. If Landlord
shall fail to respond to Tenant's request for approval to any Initial
Installations within 10 Business Days following the submission of final and
complete plans and specifications thereof (or within 5 Business Days after
Tenant's Resubmission), as applicable, Landlord shall be deemed to have granted
such approval, provided Landlord fails to respond to Tenant within 5 Business
Days after receipt of a second notice from Tenant (which notice may only be sent
if Landlord failed to respond within said 10 or 5 Business Day period, as
aforesaid, and such notice shall expressly state in bold letters that Landlord's
failure to timely respond thereto shall be deemed approval of the Initial
Installations which are the subject of such notice).

             (c) Governmental Approvals. Upon completion of any Alterations,
Tenant, at its expense, shall promptly obtain certificates of final approval of
such Alterations required by any Governmental Authority and shall furnish
Landlord with copies thereof, together with "as-built" plans and specifications
or final plans and specifications with all changes therein attached thereto for
such Alterations (other than Decorative Alterations), prepared on an Autocad
Computer Assisted Drafting and Design system (or such other system or medium as
Landlord may accept) using naming conventions issued by the American Institute
of Architects in June, 1990 (or such other naming convention as Landlord may
accept) and magnetic computer media of such record drawings and specifications,
translated in DXF format or another format acceptable to Landlord.

         Section 5.2 Manner and Quality of Alterations. All Alterations shall be
performed (a) in a good and workmanlike manner and free from defects, (b) in
accordance with the plans and specifications as required under Section 5.1, and
by contractors approved by Landlord, (c) under the supervision of a licensed
architect reasonably satisfactory to Landlord (other than Decorative
Alterations) unless such supervision is not required by any Requirement or good
construction practice, and (d) in compliance with all Requirements, the terms of
this Lease, all standard procedures and regulations then prescribed by Landlord
for all work performed in the Building. All materials and equipment to be used
in the Premises shall be of first quality and at least equal to the applicable
standards for the Building then established by Landlord, and no such materials
or equipment (other than Tenant's Property) shall be subject to any lien or
other encumbrance.

                                       11


         Section 5.3 Removal of Tenant's Property. Tenant's Property shall be
and remain the property of Tenant and Tenant may remove the same at any time on
or before the Expiration Date. On or prior to the Expiration Date or sooner
termination of the Term, Tenant shall, at Tenant's expense, remove all of
Tenant's Property and, unless otherwise directed by Landlord: (a) remove any
Specialty Alteration and (b) close up any slab penetrations in the Premises. At
least 30 days prior to commencing the removal of any Specialty Alterations or
effecting such closings, Tenant shall notify Landlord of its intention to remove
such Specialty Alterations or effect such closings, and if Landlord notifies
Tenant within such 30 day period, Tenant shall not remove such Specialty
Alterations or close such slab penetrations, and the Specialty Alterations not
so removed shall become the property of Landlord upon the Expiration Date or
sooner termination of the Term. Tenant shall repair and restore, in a good and
workmanlike manner, any damage to the Premises or the Building caused by
Tenant's removal of any Specialty Alterations or Tenant's Property or by the
closing of any slab penetrations, and upon default thereof, Tenant shall
reimburse Landlord, on demand, for Landlord's cost of repairing and restoring
such damage. Any Specialty Alterations or Tenant's Property not removed on or
before the Expiration Date or sooner termination of the Term shall be deemed
abandoned and Landlord may either retain the same as Landlord's property or
remove and dispose of same, and repair and restore any damage caused thereby, at
Tenant's cost and without accountability to Tenant. This Section 5.3 shall
survive the expiration or earlier termination of this Lease.

         Section 5.4 Mechanic's Liens. Tenant, at its expense, shall discharge
any lien or charge filed against the Premises or the Real Property in connection
with any work claimed or determined in good faith by Landlord to have been done
by or on behalf of, or materials claimed or determined in good faith by Landlord
to have been furnished to, Tenant, within 10 days after Tenant's receipt of
notice thereof by payment, filing the bond required by law or otherwise in
accordance with law.

         Section 5.5 Labor Relations. Tenant shall not employ, or permit the
employment of, any contractor, mechanic or laborer, or permit any materials to
be delivered to or used in the Building, if, in Landlord's sole judgment, such
employment, delivery or use will interfere or cause any conflict or disharmony
with other contractors, mechanics or laborers engaged in the construction,
maintenance or operation of the Building by Landlord, Tenant or others, or the
use and enjoyment of the Building by other tenants or occupants. In the event of
such interference, conflict or disharmony, upon Landlord's request, Tenant shall
cause all contractors, mechanics or laborers causing such interference or
conflict to leave the Building immediately.

         Section 5.6 Tenant's Costs. Tenant shall pay to Landlord or its
designee, within 10 days after demand, all reasonable out-of-pocket costs
actually incurred by Landlord in connection with (a) Landlord's review of the
Alterations and plans and specifications in connection therewith requiring
Landlord consent therefor by Landlord's outside structural

                                       12


and/or mechanical engineers and (b) the provision of Building personnel required
to be made available at additional expense during the performance of any
Alteration required by trade union policy or otherwise, to operate elevators or
otherwise to facilitate Tenant's Alterations. In addition, if Tenant's
Alterations (other than Tenant's Property) shall cost more than $25,000, Tenant
shall pay to Landlord or its designee, upon demand, an administrative fee in
respect of the performance of such Alterations and the scheduling of Building
equipment, facilities and personnel in connection therewith equal to three
percent of the total cost of such Alterations in the case of the Initial
Installations (which fee in connection with the Initial Installations shall in
no event exceed $62,500) and five percent of the total cost of any subsequent
Alterations.

         Section 5.7 Tenant's Equipment. Tenant shall not move any heavy
machinery, heavy equipment, freight, bulky matter or fixtures (collectively,
"Equipment") into or out of the Building without Landlord's prior consent and
payment to Landlord of any costs incurred by Landlord in connection therewith.
If such Equipment requires special handling, Tenant agrees (a) to employ only
persons holding a Master Rigger's License to perform such work, (b) all work
performed in connection therewith shall comply with all applicable Requirements
and (c) such work shall be done only during hours designated by Landlord.

         Section 5.8 Legal Compliance. The approval of plans or specifications,
or consent by Landlord to the making of any Alterations, does not constitute
Landlord's agreement or representation that such plans, specifications or
Alterations comply with any Requirements or the certificate of occupancy issued
for the Building. Landlord shall have no liability to Tenant or any other party
in connection with Landlord's approval of any plans and specifications for any
Alterations, or Landlord's consent to Tenant's performing any Alterations. If as
the result of any Alterations made by or on behalf of Tenant, Landlord is
required to make any alterations or improvements to any part of the Building in
order to comply with any Requirements, whether or not in or near the Premises,
Tenant shall pay all costs and expenses incurred by Landlord in connection with
such alterations or improvements as provided in Article 20.

         Section 5.9 Window Pockets. Tenant shall, as part of the Initial
Installations, design and construct the perimeter of the ceiling of each floor
of the Premises which is adjacent to any exterior window with pockets to permit
the windows in the Premises to open, which design and construction shall be
subject to Landlord's prior approval.

         Section 5.10 Staircase. Tenant shall have the right, subject to
specific location, manner of installation and to the terms of this Article, to
construct an internal staircase within the Premises between the 23rd floor of
the Premises and the 24th floor of the Premises.

                                       13


                                   ARTICLE 6

                                   FLOOR LOAD

         Section 6.1 Floor Load. Tenant shall not place a load upon any floor of
the Premises that exceeds 50 pounds per square foot "live load". Landlord
reserves the right to reasonably designate the position of all Equipment which
Tenant wishes to place within the Premises, and to place limitations on the
weight thereof to the extent the same would adversely affect the Building
Systems, the structure of the Building, or the reasonable use and occupancy of
the Building by other tenants or occupants (now or hereafter), in each case
other than to a de minimis extent.


                                   ARTICLE 7

                                    REPAIRS

         Section 7.1 Landlord's Repair and Maintenance. Landlord shall operate,
maintain and, except as provided in Section 7.2 hereof, make all necessary
repairs (both structural and nonstructural) to (a) the Building Systems up to
the point of connection to the Premises, (b) the structural components of the
Building, including the roof, and (c) the public portions of the Building, both
exterior and interior, in conformance with standards applicable to first-class
renovated office buildings of comparable age and quality in midtown Manhattan.

         Section 7.2 Tenant's Repair and Maintenance. Tenant shall promptly, at
its expense and in compliance with Article 5 of this Lease, (a) make all
nonstructural repairs to the Premises and the fixtures, equipment and
appurtenances therein as and when needed to preserve the Premises in good
working order and condition, except for reasonable wear and tear and damage for
which Tenant is not responsible pursuant to this Lease, and (b) repair (to the
extent feasible and appropriate) or replace scratched or damaged doors, signs
and glass (other than exterior window glass) in and about the Premises. Without
limiting the foregoing, all damage to the Premises or to any other part of the
Building, or to any fixtures, equipment, sprinkler system and/or appurtenances
thereof, whether requiring structural or nonstructural repairs, caused by or
resulting from any act, omission, neglect or improper conduct of, or Alterations
made by, or the moving of Tenant's fixtures, furniture or equipment into, within
or out of the Premises by any Tenant Party, and all damage to any portion of the
Building Systems located in the Premises, shall be repaired at Tenant's expense.
Such repairs shall be made by (i) Tenant, at Tenant's expense, to the extent
that the required repairs are nonstructural in nature and do not affect any
Building System or any portion of the Building outside of the Premises, or (ii)
Landlord, at Tenant's expense, to the extent that the required repairs are
structural in nature, involve replacement of exterior window glass (if damaged
by Tenant) or affect any Building System or any portion of the

                                       14


Building outside of the Premises. All Tenant repairs shall be of a quality at
least equal to the original work or construction utilizing new construction
materials and shall be made in accordance with this Lease. Tenant shall give
Landlord prompt notice of any defective condition of which Tenant is aware in
any Building System located in, servicing or passing through the Premises. If
Tenant fails to proceed with due diligence to make any repairs required to be
made by Tenant, Landlord may make such repairs and all costs and expenses
incurred by Landlord on account thereof shall be paid by Tenant as provided in
Article 20.

         Section 7.3 Vermin. Tenant shall, at its expense, cause the Premises to
be exterminated, from time to time as Landlord may reasonably direct or whenever
there is evidence of infestation to Landlord's reasonable satisfaction, by
licensed exterminators approved by Landlord.

         Section 7.4 Interruptions Due to Repairs. Landlord reserves the right
to make all changes, alterations, additions, improvements, repairs or
replacements to the Building, including the Building Systems which provide
services to Tenant, as Landlord deems necessary or reasonably desirable,
provided that in no event shall the level of any Building service decrease in
any material respect from the level required of Landlord in this Lease as a
result thereof (other than temporary changes in the level of such services
during the performance of any such work by Landlord). Landlord shall use
reasonable efforts to minimize interference with Tenant's use and occupancy of
the Premises during the making of such changes, repairs, alterations, additions,
improvements, repairs or replacements provided that Landlord shall have no
obligation to employ contractors or labor at overtime or other premium pay rates
or to incur any other overtime costs or additional expenses whatsoever. Except
as otherwise provided in Section 11.9, there shall be no Rent abatement or
allowance to Tenant for a diminution of rental value, no actual or constructive
eviction of Tenant , in whole or in part, no relief from any of Tenant's other
obligations under this Lease, and no liability on the part of Landlord by reason
of inconvenience, annoyance or injury to business arising from Landlord, Tenant
or others making, or failing to make, any repairs, alterations, additions or
improvements in or to any portion of the Building or the Premises, or in or to
fixtures, appurtenances or equipment therein.

         Section 7.5 Building Renovation. (a) Tenant acknowledges that Landlord
may change the facade of the Building (the "Building Renovations") at any time
and from time to time during the Term. Tenant understands that if the Building
Renovations are undertaken, during the Building Renovations a construction
bridge may be required to be erected in connection with any Building
Renovations, as necessary at Landlord's discretion. Tenant further understands
and acknowledges that the Building Renovations may cause inconvenience or
annoyance to Tenant, Tenant's employees, customers, invitees and suppliers; and
result in increased noise levels in the Building during the Building
Renovations. Tenant acknowledges and agrees that it is entering into this Lease
with adequate notice of the extent of the Building Renovations and the potential
inconvenience, annoyance and impact on Tenant's' business.

                                       15


             (b) Landlord and its employees, contractors and agents shall have
access to the Premises at all times for the performance of the Building
Renovations, and Tenant will use all commercially reasonable efforts to avoid
any interference with the performance of the Building Renovations. Landlord
shall use all commercially reasonable efforts to minimize interference with
Tenant's use and occupancy of the Premises during the performance of the
Building Renovations, provided that Landlord shall have no obligation to employ
contractors or labor at overtime or other premium pay rates or to incur any
other overtime costs or additional expenses whatsoever. Neither Landlord nor its
agents or contractors shall be liable for any damage which Tenant may sustain
resulting from the Building Renovations. Except as otherwise provided in Section
11.9, there shall be no Rent abatement or allowance to Tenant for a diminution
of rental value, no actual or constructive eviction of Tenant , in whole or in
part, no relief from any of Tenant's other obligations under this Lease, and no
liability on the part of Landlord, by reason of inconvenience, annoyance or
injury to business arising from the performance the Building Renovations.

             (c) Landlord agrees to use reasonable efforts to Substantially
Complete the Building Renovations substantially in the manner planned by
Landlord on the date hereof, on or before September 30, 2001, subject to
extension due to Unavoidable Delays.


                                   ARTICLE 8

                   INCREASES IN TAXES AND OPERATING EXPENSES

         Section 8.1 Definitions. For the purposes of this Article 8, the
following terms shall have the meanings set forth below;

             (a) "Assessed Valuation" shall mean the amount for which the Real
Property is assessed pursuant to applicable provisions of the City Charter and
of the Administrative Code of the City of New York for the purpose of imposition
of Taxes.

             (b) "Base Operating Expenses" shall mean the Operating Expenses for
the Base Expense Year.

             (c) "Base Taxes" shall mean an amount equal to the Taxes payable on
account of the Base Tax Year.

             (d) "Comparison Year" shall mean (a) with respect to Taxes, any
calendar year commencing subsequent to the first day of the Base Tax Year, and
(b) with respect to Operating Expenses, any calendar year commencing subsequent
to the first day of the Base Expense Year.

                                       16


             (e) "Operating Expenses" shall mean the aggregate of all costs and
expenses (and taxes, if any, thereon) paid or incurred by or on behalf of
Landlord (whether directly or through independent contractors) in connection
with the ownership, operation, repair and maintenance of the Building and the
Real Property, such as: (i) insurance premiums, (ii) the cost of electricity,
gas, oil, steam, water, air conditioning and other fuel and utilities, (iii)
attorneys' fees and disbursements and auditing, management and other
professional fees and expenses, and (iv) the annual depreciation or
amortization, on a straight-line basis over the useful life thereof as Landlord
shall reasonably determine (with interest on the unamortized portion at the Base
Rate plus 2 percent per annum) of any capital costs incurred after the Base
Expense Year for any equipment, device or other improvement made or acquired
which is either (A) intended as a labor-saving measure or cost-saving measure in
the operation, maintenance or repair of the Building (but only to the extent
that the annual benefits anticipated to be realized therefrom are reasonably
related to the annual amounts to be amortized), or (B) required by any
Requirement. Operating Expenses shall not include any Excluded Expenses. If
during all or part of the Base Expense Year or any Comparison Year, Landlord
shall not furnish any particular item(s) of work or service (which would
otherwise constitute an Operating Expense) to any leasable portions of the
Building for any reason, then, for purposes of computing Operating Expenses for
the Base Expense Year or any Comparison Year, as the case may be, the amount
included in Operating Expenses for such period shall be increased by an amount
equal to the costs and expenses that would have been reasonably incurred by
Landlord during such period if Landlord had furnished such item(s) of work or
service to such portion of the Building. In determining the amount of Operating
Expenses for the Base Expense Year or any Comparison Year, if less than 95
percent of the Building rentable area shall have been occupied by tenant(s) at
any time during any such Base Expense Year or Comparison Year, Operating
Expenses shall be determined for such Base Expense Year or Comparison Year to be
an amount equal to the like expenses which would normally be expected to be
incurred had such occupancy been 95 percent throughout such Base Expense Year or
Comparison Year.

             (f) "Statement" shall mean a statement containing a comparison of
(1) the Taxes payable for the Base Tax Year and the Taxes payable for any Tax
Year in question, or (2) the Base Operating Expenses and the Operating Expenses
payable for any Comparison Year.

             (g) "Tax Year" shall mean the twelve month period from July 1
through June 30 (or such other period as hereinafter may be duly adopted by the
City of New York as its fiscal year for real estate tax purposes).

             (h) "Taxes" shall mean (i) all real estate taxes, assessments
(including assessments made as a result of the Building being within a business
improvement district), sewer and water rents, rates and charges and other
governmental levies, impositions or charges, whether general, special, ordinary,
extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed
upon all or any part of the Real Property, and (ii) all

                                       17


expenses (including reasonable attorneys' fees and disbursements and experts'
and other witnesses' fees) incurred in contesting any of the foregoing or in
connection with any application for a reduction of the Assessed Valuation of all
or any part of the Real Property or for a judicial review thereof (but in no
event shall such expenses be included in Taxes payable for the Base Tax Year).
Taxes shall not include (x) interest or penalties incurred by Landlord as a
result of Landlord's late payment of Taxes, except for interest payable in
connection with the installment payment of assessments pursuant to the next
sentence or (y) franchise or net income taxes imposed upon Landlord. If Landlord
elects to pay any assessment in annual installments, then for the purposes of
this Article 8, (A) such assessment shall be deemed to have been so divided and
to be payable in the maximum number of installments permitted by law, and (B)
there shall be deemed included in Taxes for each Comparison Year the
installments of such assessment becoming payable during such Comparison Year,
together with interest payable during such Comparison Year on such installments
and on all installments thereafter becoming due as provided by law, all as if
such assessment had been so divided. If at any time the methods of taxation
prevailing on the date hereof shall be altered so that in lieu of or as an
addition to the whole or any part of Taxes, there shall be assessed, levied or
imposed (1) a tax, assessment, levy, imposition or charge based on the income or
rents received from the Real Property whether or not wholly or partially as a
capital levy or otherwise, (2) a tax, assessment, levy, imposition or charge
measured by or based in whole or in part upon all or any part of the Real
Property and imposed upon Landlord, (3) a license fee measured by the rents, or
(4) any other tax, assessment, levy, imposition, charge or license fee however
described or imposed, then all such taxes, assessments, levies, impositions,
charges or license fees or the part thereof so measured or based shall be deemed
to be Taxes, provided that any tax, assessment, levy, imposition or charge
imposed on income from the Real Property shall be calculated as if the Real
Property were the only asset of Landlord.

         Section 8.2 (a) Tenant's Tax Payment. If the Taxes payable for any Tax
Year after the Base Tax Year exceed the Base Taxes, Tenant shall pay to Landlord
Tenant's Proportionate Share of such excess ("Tenant's Tax Payment"). Landlord
may furnish to Tenant, prior to the commencement of each Comparison Year in
which such Tax Year commences, a statement setting forth Landlord's reasonable
estimate of Tenant's Tax Payment for such Tax Year. Subject to the provisions of
this Section 8.2(a), Tenant shall pay to Landlord on the first day of each month
during any such Comparison Year (and on the first day of each month thereafter
in such Comparison Year) an amount equal to 1/12th of Landlord's estimate of
Tenant's Tax Payment for such Tax Year. If Landlord shall not furnish any such
estimate for such Comparison Year or if Landlord shall furnish any such estimate
subsequent to the commencement thereof, then (x) until the first day of the
month following the month in which such estimate is furnished to Tenant, Tenant
shall pay to Landlord on the first day of each month an amount equal to the
monthly sum payable by Tenant to Landlord under this Section 8.2(a) for the last
month of the preceding Comparison Year; (y) after such estimate is furnished to
Tenant, if the installments of Tenant's Tax Payment previously made for such
Comparison Year were greater or less than the

                                       18


installments of Tenant's Tax Payment to be made in accordance with such
estimate, then (1) if there is a deficiency, Tenant shall pay the amount thereof
to Landlord within ten (10) Business Days after such estimate is furnished to
Tenant, or (2) if there is an overpayment, Landlord shall credit such
overpayment against the next installments of Rent (and if such overpayment or
underpayment was more than 10% of the actual amount required to be paid
hereunder other than as a result of a reduction in Taxes following any tax
reduction proceeding prosecuted by Landlord, then such adjustment shall include
interest at the Base Rate on such underpayment or overpayment, as applicable,
from the date originally paid by Tenant until Tenant pays such deficiency to
Landlord or Landlord credits such overpayment against rent, as applicable); and
(z) on the first day of the month following the month in which such estimate is
furnished to Tenant and monthly thereafter throughout such Comparison Year,
Tenant shall pay to Landlord an amount equal to 1/12th of Tenant's Tax Payment
shown on such estimate. Landlord may, during each Comparison Year, furnish to
Tenant a revised Statement of Landlord's estimate of Tenant's Tax Payment for
such Comparison Year, and in such case, Tenant's Tax Payment for such Comparison
Year shall be adjusted and any deficiencies paid or overpayments credited, as
the case may be, substantially in the same manner as provided in the preceding
sentence. After the end of each Comparison Year, Landlord shall furnish to
Tenant a Statement of Taxes applicable to Tenant's Tax Payment payable for such
Comparison Year and (A) if such Statement shall show that the sums so paid by
Tenant were less than Tenant's Tax Payment due for the Tax Year commencing
during such Comparison Year, Tenant shall pay to Landlord the amount of such
deficiency in Tenant's Tax Payment within ten (10) Business Days after such
Statement is furnished to Tenant, or (B) if such Statement shall show that the
sums so paid by Tenant were more than such Tenant's Tax Payment, Landlord shall,
at its election, pay to Tenant such overpayment in Tenant's Tax Payments or
credit such overpayment in Tenant's Tax Payment against subsequent installments
of Rent payable by Tenant. If there shall be any increase in the Taxes for any
Tax Year, whether during or after such Tax Year, or if there shall be any
decrease in the Taxes for any Tax Year, Tenant's Tax Payment for such Comparison
Year shall be appropriately adjusted and any deficiencies paid or overpayments
credited, as the case may be, substantially in the same manner as provided in
the preceding sentence. The benefit of any discount for any early payment or
prepayment of Taxes and of any tax exemption or abatement relating to all or any
part of the Real Property shall accrue solely to the benefit of Landlord and
Taxes shall be computed without subtracting such discount or taking into account
any such exemption or abatement.

             (b) Taxes for each real estate tax fiscal year shall be apportioned
on the basis of the number of days in such fiscal year included in any
particular Tax Year subsequent to the Base Tax Year for the purpose of making
the computations under this Section.

             (c) Tenant shall not (and hereby waives any and all rights it may
now or hereafter have to) institute or maintain any action, proceeding or
application in any court or other body having the power to fix or review
assessed valuations or tax rates, for the purpose of reducing Taxes. The filing
of any such proceeding by Tenant without Landlord's consent

                                       19


shall be an immediate Event of Default hereunder. If the Taxes payable for the
Base Tax Year are reduced, the Base Taxes shall be correspondingly revised, the
Additional Rent previously paid or payable on account of Tenant's Tax Payment
hereunder for all Comparison Years shall be recomputed on the basis of such
reduction, and Tenant shall pay to Landlord within 10 Business Days after being
billed therefor, any deficiency between the amount of such Additional Rent
previously computed and paid by Tenant to Landlord, and the amount due as a
result of such recomputations. If the Taxes payable for the Base Tax Year are
increased then Landlord shall either pay to Tenant, or at Landlord's election,
credit against subsequent payments of Rent due, the amount by which such
Additional Rent previously paid on account of Tenant's Tax Payment exceeds the
amount actually due as a result of such recomputations. If Landlord receives a
refund or credit of Taxes for any Comparison Year, Landlord shall recalculate
Tenant's Tax Payment for the applicable periods (taking into account the
provisions of Sections 8.2(a) and (b)) and shall, as and when such refund
payment or credit is received, at its election, either pay to Tenant, or credit
against subsequent payments of Rent due hereunder, an amount equal to Tenant's
Proportionate Share of the refund, net of any expenses incurred by Landlord in
achieving such refund and adjustments to Tenant's Tax Payments resulting from
such recalculation, which amount shall not exceed Tenant's Tax Payment paid for
such Comparison Year. Landlord shall not be obligated to file any application or
institute any proceeding seeking a reduction in Taxes or the Assessed Valuation.

             (d) Tenant shall be obligated to make Tenant's Tax Payment
regardless of whether Tenant may be exempt from the payment of any taxes as the
result of any reduction, abatement, or exemption from Taxes granted or agreed to
by any Governmental Authority, or by reason of Tenant's diplomatic or other tax
exempt status.

             ( e) If the Expiration Date shall occur on a date other than the
last day of a Tax Year, any Additional Rent payable by Tenant to Landlord under
this Section 8.2 for the Comparison Year in which such Expiration Date occurs
shall be apportioned on the basis of the number of days in the period from such
last day to the Expiration Date shall bear to the total number of days in such
Comparison Year. In the event of the expiration or earlier termination of this
Lease, any Additional Rent under this Section 8.2 shall be paid or adjusted
within 30 days after submission of the Statement. In no event shall Fixed Rent
ever be reduced by operation of this Section 8.2.

             (f) Tenant shall be responsible for any applicable occupancy or
rent tax now in effect or hereafter enacted and applicable to Tenant's occupancy
of the Premises, regardless of whether imposed by its terms upon Landlord or
Tenant and, if such tax is payable by Landlord, Tenant shall promptly pay such
amounts to Landlord, upon Landlord's demand, as Additional Rent.

         Section 8.3 Tenant's Operating Payment. (a) If the Operating Expenses
payable for any Comparison Year exceed the Base Operating Expenses, Tenant shall
pay to Landlord,

                                       20


as Additional Rent during each Comparison Year, Tenant's Proportionate Share of
such excess ("Tenant's Operating Payment"). For each Comparison Year, Landlord
shall furnish to Tenant a written statement setting forth Landlord's good faith
reasonable estimate of Tenant's Operating Payment for such Comparison Year,
based upon such year's budget. Tenant shall pay to Landlord on the first day of
each month during such Comparison Year an amount equal to one-twelfth of
Landlord's estimate of Tenant's Operating Payment for such Comparison Year. If
Landlord does not furnish any such estimate for a Comparison Year until after
the commencement thereof, then (i) until the first day of the month following
the month in which such estimate is furnished to Tenant, Tenant shall pay to
Landlord on the first day of each month an amount equal to the monthly sum
payable by Tenant to Landlord under this Section 8.3 during the last month of
the preceding Comparison Year, (ii) promptly after such estimate is furnished to
Tenant or together therewith, Landlord shall give notice to Tenant stating
whether the installments of Tenant's Operating Payment previously made for such
Comparison Year were greater or less than the installments of Tenant's Operating
Payment to be made for such Comparison Year in accordance with such estimate,
and (A) if there shall be a deficiency, Tenant shall pay the amount thereof
within 10 Business Days after demand therefor, or (B) if there shall have been
an overpayment, Landlord shall credit the amount thereof against subsequent
payments of Rent due hereunder (and if such overpayment or underpayment was more
than 10% of the actual amount required to be paid hereunder, then such
adjustment shall include interest at the Base Rate on such underpayment or
overpayment, as applicable, from the date originally paid by Tenant until Tenant
pays such deficiency to Landlord or Landlord credits such overpayment against
rent, as applicable), and (iii) on the first day of the month following the
month in which such estimate is furnished to Tenant, and on the first day of
each month thereafter throughout the remainder of such Comparison Year, Tenant
shall pay to Landlord an amount equal to one-twelfth of Tenant's Operating
Payment shown on such estimate.

             (b) Landlord shall furnish to Tenant a Statement of Operating
Expenses for the immediately preceding Comparison Year within 365 days after the
end of such Comparison Year. If such Statement shall show that the sums paid by
Tenant under Section 8.3(a) exceeded the actual amount of Tenant's Operating
Payment for such Comparison Year, Landlord shall credit the amount of such
excess against subsequent payments of Rent due hereunder. If the Statement for
such Comparison Year shall show that the sums so paid by Tenant were less than
Tenant's Operating Payment for such Comparison Year, Tenant shall pay the amount
of such deficiency within 10 Business Days after Tenant's receipt of such
Statement.

             (c) If the Expiration Date shall occur on a date other than
December 31, any Additional Rent under this Section 8.3 for the Comparison Year
in which such Expiration Date shall occur shall be apportioned on the basis of
the number of days in the period from January 1 to the Expiration Date. Upon the
expiration or earlier termination of this Lease, any Additional Rent under this
Article 8 shall be paid or adjusted within 30 days after

                                       21


submission of the Statement. In no event shall Fixed Rent ever be reduced by
operation of this Section 8.3.

         Section 8.4 Formula. The computations of Additional Rent under this
Article 8 are intended to constitute a formula for an agreed rental adjustment
and mayor may not constitute an actual reimbursement to Landlord for Taxes,
costs and expenses paid by Landlord with respect to the Building.

         Section 8.5 Non-Waiver: Disputes. (a) Landlord's failure to render any
Statement on a timely basis with respect to any Comparison Year shall not
prejudice Landlord's right to thereafter render a Statement with respect to such
Comparison Year or any subsequent Comparison Year, nor shall the rendering of a
Statement prejudice Landlord's right to thereafter render a corrected Statement
for any Comparison Year unless such failure continues for more than 3 years
after the expiration of the Comparison Year in question to which such Statement
or corrected Statement relates (i.e., Landlord may not render a revised
Statement or a Statement in respect of any Comparison Year more than 3 years
after the expiration of such Comparison Year).

             (b) Each Statement sent to Tenant shall be conclusively binding
upon Tenant unless Tenant shall, (i) pay to Landlord when due the amount set
forth in such Statement, without prejudice to Tenant's right to dispute such
Statement, and (ii) within 120 days after such Statement is sent, send a written
notice to Landlord objecting to such Statement and specifying the reasons for
Tenant's claim that such Statement is incorrect. Tenant agrees that Tenant will
not employ, in connection with any dispute under this Lease, any person who is
to be compensated in whole or in part, on a contingency fee basis. If the
parties are unable to resolve any such dispute within 30 days following the
giving of Tenant's notice of objection, either party may within ten days after
the expiration of such 30 day period refer the issues raised to a nationally
recognized, independent firm of certified public accountants selected by
Landlord and reasonably acceptable to Tenant, and the decision of such
accountants shall be conclusively binding upon Landlord and Tenant. In
connection therewith, Tenant and such accountants shall execute and deliver to
Landlord a confidentiality agreement, in form and substance reasonably
satisfactory to Landlord, whereby such parties agree not to disclose to any
third party any of the information obtained in connection with such review, or
the substance of any admissions or stipulations by any party in connection
therewith, or of any resulting reconciliation, compromise or settlement. Tenant
shall pay the fees and expenses relating to such procedure, unless such
accountants shall determine that Landlord overstated the Operating Expenses by
more than 5% for such Comparison Year, as finally determined, in which case
Landlord shall pay such fees and expenses. Except as provided in this Section,
Tenant shall have no right whatsoever to dispute by judicial process or
otherwise the accuracy of any Statement.

         Section 8.6 No Reduction in Rent. Anything in this Article 8 to the
contrary notwithstanding, under no circumstances shall any decrease in Operating
Expenses or Taxes

                                       22


in any Comparison Year below the Base Operating Expenses or Base Taxes, as the
case may be, result in a reduction in the Fixed Rent or any other component of
Additional Rent payable hereunder.


                                   ARTICLE 9

                              REQUIREMENTS OF LAW

         Section 9.1 (a) Tenant's Compliance. Tenant, at its expense, shall
comply (or cause to be complied) with all Requirements applicable to the
Premises, regardless of whether imposed by their terms upon Landlord or Tenant,
provided however, that Tenant shall not be obligated to comply with any
Requirement requiring any structural alteration to the Premises unless the
application of such Requirement arises from (i) Tenant's manner of use or
occupancy of the Premises (as distinguished from the use or occupancy of the
Premises for office purposes generally), (ii) any cause or condition created by
or on behalf of any Tenant Party (including any Alterations), (iii) the breach
of any of Tenant's obligation under this Lease, (iv) the Americans with
Disabilities Act or New York City Local Law #58 (as each of the same may be
amended from time to time), or (v) any Hazardous Materials having been brought
into the Building or affected by any Tenant Party. All repairs and alterations
to the Premises, required to be made by Tenant as provided above to cause the
Premises to comply with any Requirements shall be made by Tenant, at Tenant's
expense and in compliance with Article 5, if such repairs or alterations are
nonstructural, do not affect any Building System, do not affect the exterior
windows of the Premises and do not involve the performance of work outside of
the Premises, or by Landlord, at Tenant's reasonable expense, if such repairs or
alterations are structural, affect any Building System or the exterior windows
of the Premises or involve the performance of work outside the Premises. If
Tenant obtains knowledge of any failure to comply with any Requirements
applicable to the Premises, Tenant shall give Landlord prompt written notice
thereof.

             (b) Hazardous Materials. Tenant shall not (i) cause or permit any
Hazardous Materials to be brought into the Building, (ii) cause or permit the
storage or use of Hazardous Materials in any manner not permitted by any
Requirements, or (iii) cause or permit the escape, disposal or release of any
Hazardous Materials within or in the vicinity of the Building. Nothing herein
shall be deemed to prevent Tenant's use of any Hazardous Materials customarily
used in the ordinary course of office work, provided such use is in accordance
with all Requirements. Tenant shall be responsible, at its expense, for all
matters directly or indirectly based on, or arising or resulting from the actual
or alleged presence of Hazardous Materials in the Premises or in the Building
which is caused or permitted by Tenant or any Tenant Party. Tenant shall provide
to Landlord copies of all communications received by Tenant with respect to any
Requirements relating to Hazardous Materials, and/or any claims made in
connection therewith. Landlord or its agents may perform environmental

                                       23


inspections of the Premises at any time. The covenants contained in this
subsection shall survive the expiration or earlier termination of this Lease.

             (c) Landlord's Compliance. Landlord shall comply with (or cause to
be complied with) all Requirements applicable to the Building which are not the
obligation of Tenant, to the extent that non-compliance would materially impair
Tenant's use and occupancy of the Premises and Tenant's ability to conduct its
business in the Premises for office use; and the cost thereof shall be included
in Operating Expenses, if and to the extent permitted by Article 8. All
Landlord's Work shall be performed in accordance with Requirements.

             (d) Landlord's Insurance. Tenant shall not cause or permit any
action or condition that would (i) invalidate or conflict with Landlord's
insurance policies, (ii) violate applicable rules, regulations and guidelines of
the Fire Department, Fire Insurance Rating Organization or any other authority
having jurisdiction over the Building, or (iii) cause an increase in the
premiums for fire insurance then covering the Building over that payable with
respect to comparable first-class office buildings or (iv) result in insurance
companies of good standing refusing to insure the Building or any property
therein in amounts and against risks as reasonably determined by Landlord. If
the fire insurance premiums increase as a result of Tenant's failure to comply
with the provisions of this Article, Tenant shall promptly cure such failure and
shall reimburse Landlord, as Additional Rent, for the increased fire insurance
premiums paid by Landlord as a result of such failure by Tenant. In any action
or proceeding to which Landlord and Tenant are parties, a schedule or "make up"
of rates for the Building or the Premises issued by the appropriate Fire
Insurance Rating Organization, or other body fixing such fire insurance rates,
shall be conclusive evidence of the fire insurance rates then applicable to the
Building.

         Section 9.2 Fire Alarm System; Sprinkler. Tenant shall install and
thereafter maintain in good order and repair a sprinkler, fire-alarm and
life-safety system in the Premises. Such installation and maintenance shall be
performed by Tenant in accordance with this Lease, the Rules and Regulations and
all Requirements (including Requirements applicable to the installation of clear
glass lot line windows). Landlord shall provide adequate water and water
pressure to support the operation of Tenant's sprinkler system, provided
Tenant's sprinklers are installed and designed for a customary office
installation. If the Fire Insurance Rating Organization or any Governmental
Authority or any of Landlord's insurers requires or recommends (where the
failure to implement such recommendation would have an effect described in
clauses (i), (ii), (iii) or (iv) of the first sentence of Section 9.l(d)) any
modifications and/or Alterations be made or any additional equipment be supplied
in connection with the sprinkler system or fire alarm and life-safety system
serving the Building or the Premises by reason of Tenant's business, any
Alteration performed by Tenant or the location of the partitions, trade
fixtures, or other contents of the Premises, Landlord (to the extent such
modifications or Alterations are structural, affect any Building System or
involve the performance of work outside of the Premises) or Tenant (to

                                       24


the extent such modifications or Alterations are nonstructural, do not affect
any Building System and do not involve the performance of work outside the
Premises) shall make such modifications and/or Alterations, and supply such
additional equipment, in either case at Tenant's expense.

         Section 9.3 Limitations on Rent. If at any time during the Term by
reason of any Requirement the Rent is not fully collectible, Tenant shall take
such other steps (without additional expense to Tenant) as Landlord may request,
and as may be legally permissible, to permit Landlord to collect the maximum
rents which may during the continuance of such restriction be legally
permissible (but not in excess of the Rent reserved under this Lease). Upon the
termination of such restriction during the Term, Tenant shall pay to Landlord,
in addition to the Rent for the period following such termination of the
restriction, if legally permissible, the portion of Rent which would have been
paid pursuant to this Lease but for such legal restriction less the Rent paid by
Tenant to Landlord while such restriction \vas in effect, together with interest
thereon at the Base Rate.


                                   ARTICLE 10

                                 SUBORDINATION

         Section 10.1 Subordination and Attornment. (a) This Lease and Tenant's
rights hereunder are subject and subordinate to all Mortgages and Superior
Leases, and, at the request of any Mortgagee or Lessor, Tenant shall attorn to
such Mortgagee or Lessor, its successors in interest or any purchaser in a
foreclosure sale.

             (b) If a Lessor or Mortgagee or any other person or entity shall
succeed to the rights of Landlord under this Lease, whether through possession
or foreclosure action or the delivery of a new lease or deed, then at the
request of the successor landlord and upon such successor landlord's written
agreement to accept Tenant's attornment and to recognize Tenant's interest under
this Lease, Tenant shall be deemed to have attorned to and recognized such
successor landlord as Landlord under this Lease. The provisions of this Article
are self-operative and require no further instruments to give effect hereto;
provided, however, that Tenant shall promptly execute and deliver any instrument
that such successor landlord may reasonably request (x) evidencing such
attornment, (y) setting forth the terms and conditions of Tenant's tenancy, and
(z) containing such other terms and conditions as may be required by such
Mortgagee or Lessor, provided such terms and conditions do not materially
increase Tenant's obligations or materially and adversely affect the rights of
Tenant under this Lease. Upon such attornment this Lease shall continue in full
force and effect as a direct lease between such successor landlord and Tenant
upon all of the terms, conditions and covenants set forth in this Lease except
that such successor landlord shall not be:

                                       25


                (i) liable for any previous act or omission of Landlord under
this Lease;

                (ii) subject to any credit, demand, claim, counterclaim, offset
or defense which theretofore accrued to Tenant against Landlord;

                (iii) if Mortgagee's or Lessor's consent is required under any
Mortgage or Superior Lease, bound by any previous modification of this Lease, or
by any previous prepayment of more than one month's Fixed Rent or Additional
Rent;

                (iv) bound by any covenant or obligation of Landlord to perform,
undertake or complete any work in the Premises or to prepare the Premises for
Tenant's occupancy;

                (v) required to account for any security deposit of Tenant other
than any security deposit actually delivered to Mortgagee or Lessor by Landlord;

                (vi) bound by any obligation to make any payment to Tenant or
grant any credits, except for services, repairs, maintenance and restoration
provided for under this Lease to be performed by Landlord after the date of such
attornment; and

                (vii) responsible for any monies (other than overpayments of
Tenant's Tax Payment or Tenant's Operating Payment) owing by Landlord to Tenant.

         Section 10.2 Mortgage or Superior Lease Defaults. Any Mortgagee may
elect that this Lease shall have priority over the Mortgage that it holds and,
upon notification to Tenant by such Mortgagee, this Lease shall be deemed to
have priority over such Mortgage, regardless of the date of this Lease. In
connection with any financing of the Real Property, the Building or of the
interest of the lessee under any Superior Lease, Tenant shall consent to any
reasonable modifications of this Lease requested by any lending institution,
provided such modifications do not materially increase the obligations, or
materially and adversely affect the rights, of Tenant under this Lease.

         Section 10.3 Tenant's Termination Right. As long as any Superior Lease
or Mortgage shall exist, Tenant shall not seek to terminate this Lease by reason
of any act or omission of Landlord (a) until Tenant shall have given notice of
such act or omission to all Lessors and/or Mortgagees, and (b) until a
reasonable period of time shall have elapsed following the giving of notice of
such default and the expiration of any applicable notice or grace periods
(unless such act or omission is not capable of being remedied within a
reasonable period of time) during which period such Lessors and/or Mortgagees
shall have the right, but not the obligation, after obtaining possession of the
Real Property to remedy such act or omission and thereafter diligently proceed
to so remedy such act or obligation. If any Lessor or Mortgagee elects to remedy
such act or omission of Landlord, Tenant shall not

                                       26


seek to terminate this Lease so long as such Lessor or Mortgagee is proceeding
with reasonable diligence to effect such remedy.

         Section 10.4 Applicability. The provisions of this Article shall (a)
inure to the benefit of Landlord, any future owner of the Building or the Real
Property, any Lessor or Mortgagee and any sublessor thereof and (b) apply
notwithstanding that, as a matter of law, this Lease may terminate upon the
termination of any Superior Lease or the foreclosure of any Mortgage.

         Section 10.5 Future Condominium Declaration. This Lease and Tenant's
rights hereunder are and will be subject and subordinate to any condominium
declaration, by-laws and other instruments (collectively, the "Declaration")
which may be recorded in order to subject the Building to a condominium form of
ownership pursuant to Article 9B of the New York Real Property Law or any
successor statute, provided that the Declaration does not by its terms increase
the Rent, materially increase Tenant's non-Rent obligations or materially and
adversely affect Tenant's rights under this Lease. At Landlord's request, and
subject to the foregoing proviso, Tenant will execute and deliver to Landlord an
amendment of this Lease confirming such subordination and modifying this Lease
to conform to such condominium regime.

         Section 10.6 Non-Disturbance Agreements. Landlord represents, as of the
date hereof, that there is no Superior Lease and the only existing Mortgagee is
SunAmerica. Landlord hereby agrees to use reasonable efforts to obtain for
Tenant, at no cost to Landlord, a subordination, non-disturbance and attornment
agreement ("SNDA") from SunAmerica, in substantially the form attached hereto as
Exhibit G, provided that Landlord shall have no liability to Tenant, and the
subordination of this Lease to any Mortgage shall not be affected, in the event
that it is unable to obtain any such agreement, except as provided in the next
sentence of this Section 10.6. If Landlord shall fail to deliver to Tenant the
SNDA from SunAmerica within 60 days following execution and delivery of this
Lease by both parties, Tenant shall have the right for 30 days after the
expiration of such 60-day period to cancel this Lease by giving Landlord notice
of such election, whereupon this Lease shall become null and void as of the date
that is 30 days following the date such notice is given, provided that if
Landlord shall deliver the SNDA to Tenant within 30 days following receipt of
notice of cancellation from Tenant, this Lease shall continue and Tenant shall
have no right to cancel it. If no notice is given within such 30-day period
(time being of the essence), then Tenant's right to cancel this Lease shall be
deemed waived. As a condition to Tenant's agreement hereunder to subordinate
Tenant's interest in this Lease to any future Mortgage and Superior Lease, as
the case may be, made between Landlord and any Mortgagee and/or Lessor, Landlord
shall obtain for signature by Tenant from each such future Mortgagee or Lessor,
as the case may be, a SNDA in the standard form customarily employed by such
Mortgagee or Lessor. Any agreement substantially in the form of a SNDA
previously executed by Tenant in connection with this Lease shall be deemed
satisfactory to Tenant. If Tenant shall fail or refuse, for any reason, to
execute and deliver to Landlord a SNDA in

                                       27


proper form within 10 days after delivery thereof to Tenant, then Tenant's
interest under this Lease shall be subordinate to the future Mortgage and
Landlord shall have no further liability to Tenant to obtain a SNDA from such
Mortgagee.


                                   ARTICLE 11

                                    SERVICES

         Section 11.1 Elevators. Landlord, at its expense, shall provide
passenger elevator service to the Premises at all times, and at least one
freight elevator serving the Premises available upon Tenant's prior request, on
a non-exclusive "first come, first serve" basis with other Building tenants, on
all Business Days from 8:00 a.m. to 11:45 a.m. and from 1 :00 p.m. to 4:45 p.m.
Landlord shall at all times during the Term provide at least 2 passenger
elevators serving the Premises from 8:00 a.m. to 6:00 p.m. on Business Days,
subject to normal maintenance, repair obligations and Unavoidable Delays.

         Section 11.2 Heating, Ventilation and Air Conditioning. (a) Landlord
shall furnish to the Premises heating, ventilation and air-conditioning ("HVAC")
in accordance with the standards set forth in Exhibit D on all Business Days
from 8:00 a.m. to 6:00 p.m. Landlord, at its expense, shall repair and maintain
the HVAC System in good working order, provided repairs required as a result of
the negligence or willful misconduct of Tenant, its agents or employees, shall
be performed at Tenant's expense. Landlord shall have access to all air-cooling,
fan, ventilating and machine rooms and electrical closets and all other
mechanical installations of Landlord (collectively, "Mechanical Installations"),
and Tenant shall not construct partitions or other obstructions which may
interfere with Landlord's access thereto or the moving of Landlord's equipment
to and from the Mechanical Installations. Neither Tenant, nor its agents,
employees or contractors shall at any time enter the Mechanical Installations or
tamper with, adjust, or otherwise affect such Mechanical Installations.

             (b) Landlord shall not be responsible if the normal operation of
the Building System providing HVAC to the Premises (the "HVAC System") shall
fail to provide cooled or heated air, as the case may be, in accordance with the
specifications set forth in Exhibit D by reason of (i) any machinery or
equipment installed by or on behalf of Tenant or any person claiming through or
under Tenant, which shall have an electrical load in excess of the average
electrical load and human occupancy factors for the HVAC System as designed, as
the case may be, or (ii) any rearrangement of partitioning or other Alterations
(including the Initial Installations) made or performed by or on behalf of
Tenant or any person claiming through or under Tenant. Tenant shall install, if
missing, blinds or shades on all windows, which blinds and shades and the manner
of installation shall be subject to Landlord's approval, and shall keep all of
the operable windows in the Premises closed, and lower the blinds when necessary
because of the sun's position, whenever the HVAC System is in

                                       28


operation or when and as reasonably required by any Requirement. Tenant at all
times shall cooperate fully with Landlord and shall abide by the rules and
regulations which Landlord may reasonably prescribe for the proper functioning
and protection of the HVAC System.

         Section 11.3 Overtime Freight Elevators and HVAC. The Rent does not
reflect or include any charge to Tenant for the furnishing of any freight
elevator service or HVAC to the Premises during any periods other than for the
hours and days set forth in Sections 11.1 and 11.2 hereof ("Overtime Periods").
Landlord shall not be required to furnish any such services during Overtime
Periods unless Tenant delivers notice to Landlord's property management office
serving the Building requesting such services at least 24 hours prior to the
time at which such services are to be provided, but Landlord shall use
reasonable efforts (without obligation to incur any additional cost) to arrange
such service on such shorter notice as Tenant shall provide. If Landlord
furnishes freight elevator service to the Premises during Overtime Periods,
Tenant shall pay to Landlord Landlord's then established rates for such service
in the Building. Notwithstanding anything to the contrary provided in this
Article 11 on a single weekend during which Tenant initially moves into the
Premises for the conduct of its business, upon 5 days' prior notice from Tenant
to Landlord, Landlord shall make available to Tenant freight elevator service in
accordance with Landlord's then current rules and regulations applicable thereto
from 8:00 p.m. on the "move-in" Friday until 7:00 p.m. on the following Sunday
at no cost to Tenant. If Landlord shall furnish HVAC to the Premises during
Overtime Periods, Tenant shall pay to Landlord Landlord's then established rates
for such service in the Building.

         Section 11.4 Cleaning. Landlord shall cause the Premises (excluding any
portions thereof used for the storage, preparation, service or consumption of
food or beverages, as an exhibition area or classroom, for storage, as a
shipping room, mail room or similar purposes, for private bathrooms, showers or
exercise facilities, as a trading floor, or primarily for operation of computer,
data processing, reproduction, duplicating or similar equipment) to be cleaned,
substantially in accordance with the standards set forth in Exhibit E. Any areas
of the Premises requiring cleaning which Landlord is not required to clean under
this Section 11.4, and any additional cleaning of any portion of the Premises
requested by Tenant shall be done at Tenant's expense, by Landlord's employees
or Landlord's contractor, at rates which shall be competitive with rates of
other cleaning contractors providing services to first-class office buildings in
midtown Manhattan. Landlord and its cleaning contractor and their respective
employees shall have access to the Premises at all times except between 8:00 AM.
and 5:30 P.M. on Business Days.

         Section 11.5 Water. Landlord, at Landlord's expense, shall provide to
the floor on which the Premises are located cold water for drinking, cleaning
and lavatory purposes. If Tenant requires or uses water or steam for any
additional purposes, Landlord may install a meter to measure the water or steam
furnished. Tenant shall pay the cost of such installation, and for all
maintenance, repairs and replacements thereto, and for the reasonable charges of
Landlord for the water or steam furnished. Tenant shall also pay Landlord's
reasonable

                                       29


charge for any required pumping or heating thereof, and any sewer rent, tax
and/or charge now or hereafter assessed or imposed upon the Premises or the Real
Property pursuant to any Requirement. If any tax is imposed upon Landlord's
receipts from the sale or resale of water or steam to Tenant, Tenant shall
reimburse Landlord for such tax, if and to the extent permitted by law.

         Section 11.6 Refuse and Rubbish Removal. Landlord shall provide refuse
and rubbish removal services at the Premises for ordinary office refuse and
rubbish pursuant to regulations reasonably established by Landlord. Tenant shall
pay to Landlord, within 10 Business Days after delivery of an invoice therefor,
Landlord's reasonable charge for such removal to the extent that the refuse
generated by Tenant exceeds the refuse and rubbish customarily generated by
executive and general office tenants. Tenant shall not dispose of any refuse and
rubbish in the public areas of the Building, and if any Tenant Party does so,
Tenant shall be liable for Landlord's reasonable charge for such removal. Tenant
shall cause all Tenant Parties to observe such additional rules and regulations
regarding rubbish removal and/or recycling as Landlord may, from time to time,
reasonably impose.

         Section 11.7 Condenser Water. Landlord shall provide condenser water in
connection with Tenant's independent supplemental air-conditioning units, which
shall not exceed 80 tons in the aggregate, of which Tenant may utilize up to 15
tons in the aggregate from 8:00 a.m. to 6:00 p.m. and of which Tenant may
utilize up to 80 tons in the aggregate from 6:00 p.m. to 8:00 a.m., and which
shall be installed in accordance with the provisions of Article 5 hereof. Tenant
shall pay Landlord an annual charge for such condenser water at Landlord's then
established rate for condenser water, which charge is, on the date of this
Lease, $550 per ton which charge shall be payable in equal monthly installments
together with Tenant's payment of Fixed Rent and shall be payable whether or not
Tenant utilizes such amount of condenser water, provided Tenant shall have the
right at any time after the date of this Lease to irrevocably reduce the number
of tons of condenser water to which Tenant is entitled pursuant to this Section
(which is 80 tons on the date hereof) by giving notice of such reduction to
Landlord, whereupon the number of tons to which Tenant shall be entitled
pursuant to the first sentence of this Section shall be reduced as of the date
Landlord shall receive such notice to the lower number of tons specified in such
notice. Tenant shall have no liability to pay the annual charge referred to
above in respect of the number of tons of condenser water given up by Tenant in
accordance with the preceding proviso. Such charge may be increased by Landlord
on each anniversary of the Commencement Date so that it equals (a) the prior
year's charge plus (b) the prior year's charge multiplied by the percentage
increase, if any, in the Consumer Price Index in effect on such anniversary of
the Commencement Date from that in effect on the immediately preceding
anniversary of the Commencement Date (or the Commencement Date in the case of
the one-year anniversary of the Commencement Date), provided, however, that in
no event shall such annual charge, as increased, exceed Landlord's established
rate for condenser water from time to time in effect. If Tenant fails to utilize
any quantity of condenser water for one year or more, Landlord shall have the
right upon notice to Tenant to irrevocably reduce the number of tons

                                       30


of condenser water to which Tenant is entitled hereunder by the number of such
unutilized tons (unless Tenant notifies Landlord within ten days after Tenant's
receipt of such notice from Landlord that it anticipates utilizing a portion or
all of such unutilized tons of condenser water, in which case Landlord shall
only have the right to reduce the number of tons of condenser water to which
Tenant is then entitled by such number as Tenant does not anticipate utilizing,
provided, however, that Landlord shall have the right upon further notice to
Tenant to reduce the number of tons of condenser water to which Tenant is then
entitled by any number of tons of condenser water that Tenant has reserved in
its notice to Landlord if Tenant fails to utilize any such reserved tons prior
to the expiration of the cooling season (i.e., May 1 to September 30) next
following Tenant's receipt of the first notice from Landlord), in which case
Landlord shall only charge Tenant for such lower number of tons of condenser
water. In addition to the foregoing charges there shall be a one-time "tap-in"
fee equal to $1,500 per ton of unit capacity, payable within fifteen (15) days
after rendition of a bill therefor. Landlord shall not be liable to Tenant for
any failure or defect in the supply or character of condenser water supplied to
Tenant by reason of any Requirement, act or omission of the public service
company serving the Building or for any other reason not attributable to the
negligence or willful misconduct of Landlord, its agents, contractors and
employees.

         Section 11.8 Service Interruptions. Landlord reserves the right to
suspend any service when necessary, by reason of Unavoidable Delays, accidents
or emergencies, or for repairs, alterations or improvements which, in Landlord's
reasonable judgment, are necessary or appropriate until such Unavoidable Delay,
accident or emergency shall cease or such repairs, alterations or improvements
are completed, and Landlord shall not be liable to Tenant for any interruption,
curtailment or failure to supply services. Landlord shall use reasonable efforts
to restore such service, remedy such situation and minimize any interference
with Tenant's business, provided that Landlord shall have no obligation to
employ contractors or labor at overtime or other premium pay rates, or to incur
any other overtime costs or additional expenses whatsoever. The exercise of any
such right or the occurrence of any such failure by Landlord shall not (a)
constitute an actual or constructive eviction, in whole or in part, (b) except
as expressly provided in Section 11.9, entitle Tenant to any compensation,
abatement or diminution of Rent, (c) relieve Tenant from any of its obligations
under this Lease, or (d) impose any Liability upon Landlord by reason of
inconvenience to Tenant, or interruption of Tenant's business, or otherwise.

         Section 11.9 Rent Abatement. Notwithstanding anything to the contrary
contained in this Lease, if Tenant is unable to use 25% or more of the 23rd
Floor Premises or the 24th Floor Premises for the ordinary conduct of Tenant's
business due solely to (a) an interruption of an Essential Service (as
hereinafter defined) resulting from Landlord's performance of an improvement to
the Building or the negligence or willful misconduct of Landlord or (b)
Landlord's breach of an obligation under this Lease to perform repairs or
replacements which results in Landlord's failure to provide an Essential
Service, in each case other than as a result of Unavoidable Delays, casualty or
condemnation, and such condition continues for a

                                       31


period in excess of 10 consecutive Business Days after (i) Tenant furnishes a
notice to Landlord (the "Abatement Notice") stating that Tenant's inability to
use such portion of the 23rd Floor Premises or the 24th Floor Premises is solely
due to such condition, (ii) Tenant does not actually use or occupy such portion
of the 23rd Floor Premises or the 24th Floor Premises during such period for the
ordinary conduct of its business and (iii) such condition has not resulted from
the negligence or misconduct of any Tenant Party, then Fixed Rent, Tenant's Tax
Payment and Tenant's Operating Payment for such affected and unused portion of
the 23rd Floor Premises or the 24th Floor Premises, as the case may be, shall be
abated on a per diem basis for the period commencing on the 11th Business Day
after Tenant delivers the Abatement Notice to Landlord and ending on the earlier
of (x) the date Tenant reoccupies the applicable portion of the 23rd Floor
Premises or the 24th Floor Premises, as the case may be, and (y) the date on
which such condition is substantially remedied. "Essential Service" shall mean a
service which Landlord is obligated under this Lease to provide to Tenant which
if not provided shall (1) effectively deny access to the Premises, (2) threaten
the health or safety of any occupants of the Premises or (3) prevent or
materially and adversely restrict the usage of more than 25% of the 23rd Floor
Premises or the 24th Floor Premises, as the case may be, for the ordinary
conduct of Tenant's business.


                                   ARTICLE 12

               INSURANCE: PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

         Section 12.1 Tenant's Insurance. (a) Tenant, at its expense, shall
obtain and keep in full force and effect during the Term and prior to having
access to the Premises:

                  (i) a policy of commercial general liability insurance on an
         occurrence basis against claims for personal injury, death and/or
         property damage occurring in or about the Premises or the Building,
         under which Tenant is named as the insured and Landlord, Landlord's
         managing agent, any Lessors, any Mortgagees and any other parties whose
         names shall have been furnished by Landlord to Tenant from time to time
         are named as additional insureds, which insurance shall provide primary
         coverage without contribution from any other insurance carried by or
         for the benefit of Landlord, Landlord's managing agent or any Lessors
         or Mortgagees named as additional insureds, and Tenant agrees to obtain
         contractual liability coverage to insure its indemnity obligations set
         forth in Article 32 hereof. The minimum limits of liability applying
         exclusively to the Premises shall be a combined single limit with
         respect to each occurrence and in the aggregate in an amount of not
         less than $10,000,000; provided, however, that Landlord shall retain
         the right to require Tenant to increase such coverage, from time to
         time, to that amount of insurance which in Landlord's reasonable
         judgment is then being customarily required by landlords for similar
         office space in first-class buildings in the City of New York. The
         deductible or self insured retention for such policy shall in no event
         exceed $10,000 per

                                       32


         occurrence at any time. If the aggregate limit applying to the Premises
         is reduced by the payment of a claim or establishment of a reserve
         equal to or greater than 50% of the annual aggregate, Tenant shall
         immediately arrange to have the aggregate limit restored by endorsement
         to the existing policy or the purchase of an additional insurance
         policy unless, in Landlord's reasonable judgment, Tenant maintains
         sufficient excess liability insurance (with a drop down endorsement) to
         satisfy the liability requirements of this Lease without the
         reinstatement of the aggregate limit;

                  (ii) insurance against loss or damage by fire, and such other
         risks and hazards as are insurable under then available standard forms
         of "all risk" property insurance policies with extended coverage,
         insuring Tenant's Property, and all Specialty Alterations for the full
         insurable value thereof or replacement cost value thereof, having a
         deductible amount, if any, as reasonably determined by Landlord;

                  (iii) during the performance of any Alteration, until
         completion thereof, Builder's risk insurance on an "all risk" basis and
         on a completed value form including a Permission to Complete and Occupy
         endorsement, for full replacement value covering the interest of
         Landlord and Tenant (and their respective contractors and
         subcontractors), any Mortgagee and any Lessor in all work incorporated
         in the Building and all materials and equipment in or about the
         Premises;

                  (iv) Workers' Compensation Insurance, as required by law;

                  (v) Business Interruption Insurance; and

                  (vi) such other insurance in such amounts as Landlord, any
         Mortgagee and/or any Lessor may reasonably require from time to time.

             (b) All insurance required to be carried by Tenant pursuant to the
terms of this Lease (i) shall contain a provision that (A) no act or omission of
Tenant other than intentional acts shall affect or limit the obligation of the
insurance company to pay the amount of any loss sustained, (B) the policy shall
be noncancellable and/or no material change in coverage shall be made thereto
unless Landlord, Lessors and Mortgagees shall have received 30 days' prior
notice of the same, by certified mail, return receipt requested, and (C) Tenant
shall be solely responsible for the payment of all premiums under such policies
and Landlord, Lessors and Mortgagees shall have no obligation for the payment
thereof, and (ii) shall be effected under valid and enforceable policies issued
by reputable and independent insurers permitted to do business in the State of
New York and rated in Best's Insurance Guide, or any successor thereto (or if
there be none, an organization having a national reputation) as having a Best's
Rating of "A-" and a "Financial Size Category" of at least "X" or, if such
ratings are not then in effect, the equivalent thereof or such other financial
rating as Landlord may at any time consider appropriate.

                                       33


             (c) On or prior to the Commencement Date, Tenant shall deliver to
Landlord appropriate policies of insurance, including evidence of waivers of
subrogation required to be carried by each party pursuant to this Article 12.
Evidence of each renewal or replacement of a policy shall be delivered by Tenant
to Landlord at least 10 days prior to the expiration of such policy. In lieu of
the policies of insurance required to be delivered to Landlord pursuant to this
Article (the "Policies"), Tenant may deliver to Landlord a certification from
Tenant's insurance company (on the form currently designated "Acord 27", or the
equivalent, rather than on the form currently designated "Acord 25-S", or the
equivalent) which shall be binding on Tenant's insurance company, and which
shall expressly provide that such certification (i) conveys to Landlord and any
other named insured and/or additional insureds there under (the "Insured
Parties") all the rights and privileges afforded under the applicable Policies
as primary insurance, and (ii) contains an unconditional obligation of the
insurance company to advise all Insured Parties in writing by certified mail,
return receipt requested, at least 30 days in advance of any termination or
change to the applicable Policies that would affect the interest of any of the
Insured Parties.

         Section 12.2 Waiver of Subrogation. Landlord and Tenant shall each
procure an appropriate clause in or endorsement to any property insurance
covering the Premises, the Building and personal property, fixtures and
equipment located therein, wherein the insurance companies shall waive
subrogation or consent to a waiver of right of recovery, and Landlord and Tenant
agree not to make any claim against, or seek to recover from, the other for any
loss or damage to its property or the property of others resulting from fire and
other hazards to the extent covered by such property insurance; provided,
however, that the release, discharge, exoneration and covenant not to sue
contained herein shall be limited by and coextensive with the terms and
provisions of the waiver of subrogation or waiver of right of recovery. If the
payment of an additional premium is required for the inclusion of, or consent
to, a waiver of subrogation, each party shall advise the other, in writing, of
the amount of any such additional premiums attributable to the other party's
waiver and the other party may pay such additional premium. If such other party
shall not elect to pay such additional premium, then the first party shall not
be required to obtain such waiver of subrogation or consent to waiver. Tenant
acknowledges that Landlord shall not carry insurance on, and shall not be
responsible for, (a) damage to any Specialty Alterations, (b) Tenant's Property,
and (c) any loss suffered by Tenant due to interruption of Tenant's business.


                                   ARTICLE 13

                       DESTRUCTION - FIRE OR OTHER CAUSE

         Section 13.1 Restoration. If the Premises are damaged by fire or other
casualty, or if the Building is damaged such that Tenant is deprived of
reasonable access to the Premises, Tenant shall give prompt notice to Landlord,
and the damage shall be repaired by Landlord,

                                       34


at its expense, to substantially the condition of the Premises prior to the
damage, subject to the provisions of any Mortgage or Superior Lease, but
Landlord shall have no obligation to repair or restore (a) Tenant's Property or
(b) any Specialty Alterations. Until such time as the restoration of the
Premises is Substantially Completed or would have been Substantially Completed
but for Tenant Delay, Fixed Rent, Tenant's Tax Payment and Tenant's Operating
Payment shall be reduced in the proportion by which the area of the part of the
Premises (excluding any portion thereof used principally for storage) which is
not usable (or accessible) and is not used by Tenant bears to the total area of
the Premises (excluding any such portion).

         Section 13.2 Landlord's Termination Right. Notwithstanding anything to
the contrary contained in Section 13.1, if the Premises are totally damaged or
are rendered wholly untenantable, or if the Building is so damaged that in
Landlord's opinion, substantial alteration, demolition, or reconstruction of the
Building is required (whether or not the Premises are so damaged or rendered
untenantable), then in either of such events, Landlord may, not later than 60
days following the date of the damage, give Tenant a notice terminating this
Lease, provided that if the Premises are not damaged, Landlord may not terminate
this Lease unless Landlord similarly terminates the leases of other office
tenants in the Building aggregating at least 50% of the portion of the Building
occupied for office purposes immediately prior to such damage. If this Lease is
so terminated, (i) the Term shall expire upon the date set forth in Landlord's
notice, which shall not be less than 30 days after such notice is given, and
Tenant shall vacate the Premises and surrender the same to Landlord no later
than the date set forth in the notice, (ii) Tenant's liability for Rent shall
cease as of the date of the damage, and (iii) any prepaid Rent for any period
after the date of the damage shall be refunded by Landlord to Tenant.

         Section 13.3 Tenant's Termination Right. If the Premises are totally
damaged and are thereby rendered wholly untenantable, or if the Building shall
be so damaged that Tenant is deprived of reasonable access to the Premises, and
if Landlord elects to restore the Premises, Landlord shall, within 60 days
following the date of the damage, cause a contractor or architect selected by
Landlord to give notice (the "Restoration Notice") to Tenant of the date by
which such contractor or architect estimates the restoration of the Premises
shall be Substantially Completed. If such date, as set forth the Restoration
Notice, is more than 15 months from the date of such damage, then Tenant shall
have the right to terminate this Lease by giving notice (the "Termination
Notice") to Landlord not later than 30 days following Tenant's receipt of the
Restoration Notice. If Tenant delivers to Landlord a Termination Notice, this
Lease shall be deemed to have terminated as of the date of the giving of the
Termination Notice, in the manner set forth in the second sentence of Section
13.2.

         Section 13.4 Final 18 Months. Notwithstanding anything set forth to the
contrary in this Article 13, in the event that any damage rendering the Premises
wholly untenantable occurs during the final 18 months of the Term, either
Landlord or Tenant may terminate this

                                       35


Lease by notice to the other party within 30 days after the occurrence of such
damage and this Lease shall expire on the 30th day after the date of such
notice. For purposes of this Section 13.4, the Premises shall be deemed wholly
untenantable if due to such damage, Tenant shall be precluded from using more
than 50% of the Premises for the conduct of its business and Tenant's inability
to so use the Premises is reasonably expected to continue until at least the
earlier of the (a) Expiration Date and (b) the 90th day after the date when such
damage occurs.

         Section 13.5 Waiver of Real Property Law 227. This Article 13
constitutes an express agreement governing any case of damage or destruction of
the Premises or the Building by fire or other casualty, and Section 227 of the
Real Property Law of the State of New York, which provides for such contingency
in the absence of an express agreement, and any other law of like nature and
purpose now or hereafter in force, shall have no application in any such case.

         Section 13.6 Landlord's Liability. Any Building employee to whom any
property shall be entrusted by or on behalf of Tenant shall be deemed to be
acting as Tenant's agent with respect to such property and neither Landlord nor
any of the Indemnitees shall be liable for any damage to such property, or for
the loss of or damage to any property of Tenant by theft or otherwise. None of
the Indemnitees shall be liable for any injury or damage to persons or property
or interruption of Tenant's business resulting from fire or other casualty, any
damage caused by other tenants or persons in the Building or by construction of
any private, public or quasi-public work, or any latent defect in the Premises
or in the Building (except that Landlord shall be required to repair the same to
the extent provided in Article 7). No penalty shall accrue for delays which may
arise by reason of adjustment of fire insurance on the part of Landlord or
Tenant, or Unavoidable Delays, in connection with any repair or restoration of
any portion of the Premises or of the Building. Landlord shall use reasonable
efforts to minimize interference with Tenant's use and occupancy of the Premises
during the performance of any such repair or restoration, provided, however,
that Landlord shall have no obligation to employ contractors or labor at
overtime or other premium pay rates or to incur any other overtime costs or
additional expenses whatsoever. Nothing in this Section 13.6 shall affect any
right of Landlord to be indemnified by Tenant under Article 32 for payments made
to compensate for losses of third parties.

         Section 13.7 Windows. If at any time any windows of the Premises are
temporarily closed, darkened or covered over by reason of repairs, maintenance,
alterations or improvements to the Building, or any of such windows are
permanently closed, darkened or covered over due to any Requirement, Landlord
shall not be liable for any damage Tenant may sustain and Tenant shall not be
entitled to any compensation or abatement of any Rent, nor shall the same
release Tenant from its obligations hereunder or constitute an actual or
constructive eviction.

                                       36


                                   ARTICLE 14

                                 EMINENT DOMAIN

         Section 14.1 (a) Total Taking. If all or substantially all of the
Premises, the Building or the Real Property shall be acquired or condemned for
any public or quasi-public purpose, this Lease shall terminate and the Term
shall end as of the date of the vesting of title, with the same effect as if
such date were the Expiration Date, and Rent shall be prorated and adjusted as
of such date.

             (b) Partial Taking. If only a part of the Premises, the Building or
the Real Property shall be acquired or condemned, this Lease and the Term shall
continue in full force and effect, provided that from and after the date of the
vesting of title, the Fixed Rent, Tenant's Tax Payment, Tenant's Operating
Payment and Tenant's Proportionate Share shall be modified to reflect the
reduction of the Premises and/or the Building as a result of such acquisition or
condemnation.

             (c) Landlord's Termination Right. Whether or not the Premises are
affected, Landlord may give to Tenant, within 60 days following the date upon
which Landlord receives notice that all or a portion of the Building or the Real
Property has been acquired or condemned, a notice of termination of this Lease,
provided that Landlord elects to terminate leases (including this Lease)
affecting at least 50% of the portion of the Building occupied for office
purposes immediately prior to such acquisition or condemnation (excluding any
rentable area leased by Landlord or its Affiliates) located in the elevator bank
servicing the Premises.

             (d) Tenant's Termination Right. If the part of the Building or the
Real Property so acquired or condemned contains a substantial part of the total
area of the Premises immediately prior to such acquisition or condemnation, or
if, by reason of such acquisition or condemnation, Tenant no longer has
reasonable means of access to the Premises, Tenant may terminate this Lease by
notice to Landlord given within 60 days following the date upon which Tenant
received notice of such acquisition or condemnation. If Tenant so notifies
Landlord, this Lease shall terminate and the Term shall end and expire upon the
date set forth in the notice, which date shall not be more than 30 days
following the giving of such notice. If a part of the Premises shall be so
acquired or condemned and this Lease and the Term shall not be terminated in
accordance with this Section 14.1 Landlord, at Landlord's expense, but without
requiring Landlord to spend more than it collects as an award, shall, subject to
the provisions of any Mortgage or Superior Lease, restore that part of the
Premises not so acquired or condemned to a self-contained rental unit
substantially equivalent (with respect to character, quality, appearance and
services) to that which existed immediately prior to such acquisition or
condemnation, excluding Tenant's Property and/or Specialty Alterations.

                                       37


             (e) Apportionment of Rent. Upon any termination of this Lease
pursuant to the provisions of this Article 14, Fixed Rent and payments for Taxes
and Operating Expenses shall be apportioned as of, and shall be paid or refunded
up to and including, the date of such termination.

             (f) Applicability. The provisions of Sections 14.1 and 14.2 shall
not apply to any acquisition or condemnation of all or any part of the Premises
for a period of 18 months or less.

         Section 14.2 Awards. Upon any acquisition or condemnation of all or any
part of the Real Property, Landlord shall receive the entire award for any such
acquisition or condemnation, and Tenant shall have no claim against Landlord or
the condemning authority for the value of any unexpired portion of the Term,
Tenant's Alterations or improvements; and Tenant hereby assigns to Landlord all
of its right in and to such award. Nothing contained in this Article 14 shall be
deemed to prevent Tenant from making a separate claim in any condemnation
proceedings for the then value of any Tenant's Property or Specialty Alteration
included in such taking and for any moving expenses, provided any such award is
in addition to, and does not result in a reduction of, the award made to
Landlord.

         Section 14.3 Temporary Taking. Notwithstanding the provisions of
Section 14.1, if all or any part of the Premises is acquired or condemned
temporarily for a period of 18 months or less during the Term for any public or
quasi-public use or purpose, Tenant shall give prompt notice to Landlord and the
Term shall not be reduced or affected in any way and Tenant shall continue to
pay all Rent payable by Tenant without reduction or abatement and to perform all
of its other obligations under this Lease, except to the extent prevented from
doing so by the condemning authority, and Tenant shall be entitled to receive
any award or payment from the condemning authority for such use, which award
shall be received, held and applied by Tenant as a trust fund for payment of the
Rent falling due, provided that if the acquisition or condemnation is for a
period extending beyond the Term, such award shall be apportioned between
Landlord and Tenant and Landlord shall receive the portion of such award
relating to the period after the Term. If the acquisition or condemnation of all
or any part of the Premises is for a period of more than 18 months, the
provisions of Sections 14.1 and 14.2 shall apply.


                                   ARTICLE 15

                           ASSIGNMENT AND SUBLETTING

         Section 15.1 (a) No Assignment or Subletting. Except as expressly set
forth herein, Tenant shall not assign, mortgage, pledge, encumber, or otherwise
transfer this Lease, whether by operation of law or otherwise, and shall not
sublet (or underlet), or permit, or suffer the Premises or any part thereof to
be used or occupied by others (whether for desk

                                       38


space, mailing privileges or otherwise), without Landlord's prior consent in
each instance. Any assignment, sublease, mortgage, pledge, encumbrance or
transfer in contravention of the provisions of this Article 15 shall be void.

             (b) Collection of Rent. If, without Landlord's consent, this Lease
is assigned, or any part of the Premises is sublet or occupied by anyone other
than Tenant or this Lease or the Premises or any of Tenant's Property is
encumbered (by operation of law or otherwise), Landlord may collect rent from
the assignee, subtenant or occupant, and apply the net amount collected to the
Rent herein reserved. No such collection of rent shall be deemed to be (i) a
waiver of the provisions of this Article 15, (ii) an acceptance of the assignee,
subtenant or occupant as tenant, or (iii) a release of Tenant from the
performance of Tenant's covenants hereunder. Tenant shall remain fully liable
for the obligations under this Lease.

             (c) Further Assignment/Subletting. Landlord's consent to any
assignment or subletting shall not relieve Tenant from the obligation to obtain
Landlord's express consent to any further assignment or subletting. In no event
shall any permitted subtenant assign or encumber its sublease or further sublet
any portion of its sublet space, or otherwise suffer or permit any portion of
the sublet space to be used or occupied by others without Landlord's consent,
which consent, with respect to one further subletting by the subtenant, shall be
granted or withheld by Landlord in accordance with the requirements of this
Article.

         Section 15.2 Tenant's Notice. (a) If Tenant desires to assign this
Lease or sublet all or any portion of the Premises, Tenant shall give notice
thereof to Landlord, which shall be accompanied by (i) with respect to an
assignment of this Lease, the date Tenant desires the assignment to be
effective, and (ii) with respect to a sublet of all or a part of the Premises,
(A) the material business terms on which Tenant would sublet such premises, and
(B) a description of the portion of the Premises to be sublet. Such notice shall
be deemed an irrevocable offer from Tenant to Landlord whereby Landlord (or
Landlord's designee) shall be granted the right, at Landlord's option, (1) to
terminate this Lease with respect to such space as Tenant proposes to sublease,
provided the term of the proposed sublease expires less than 18 months before
the Expiration Date, upon the terms and conditions hereinafter set forth, or (2)
if the proposed transaction is an assignment of this Lease or a subletting of
75% or more of the rentable square footage of the Premises expiring less than 18
months before the Expiration Date, to terminate this Lease with respect to the
entire Premises. Such option may be exercised by notice from Landlord to Tenant
within 45 days after Landlord's receipt of Tenant's notice.

             (b) Notwithstanding any provision contained in this Article 15 to
the contrary, Tenant named herein shall have the right to sublet one or more
portions of the 24th Floor Premises prior to Tenant's initial occupancy thereof
for the conduct of its business, in each case, without any obligation to comply
with the provisions of Section 15.2(a). Such subleases by Tenant shall not be
subject to Landlord's right to terminate this Lease or Landlord's right to
sublease such space from Tenant pursuant to Sections 15.2 and

                                       39


15.4 hereof, as the case may be, or the provisions of Section 15.8 for the first
3 years of the term of any such sublease but shall be subject to Landlord's
consent under Section 15.5 and the other provisions of this Article.

         Section 15.3 Landlord's Termination. If Landlord exercises its option
to terminate all or a portion of this Lease pursuant to Section 15.2: (a) this
Lease shall end and expire with respect to all or a portion of the Premises, as
the case may be, on the date that such assignment or sublease was to commence
or, in the absence of such date, a date designated by Landlord, (b) Fixed Rent
and Tenant's payments for Taxes and Operating Expenses shall be apportioned,
paid or refunded as of such date, (c) Tenant, upon Landlord's request, shall
enter into an amendment of this Lease ratifying and confirming such total or
partial termination, and setting forth any appropriate modifications to the
terms and provisions hereof, (d) Landlord shall be free to lease the Premises
(or any part thereof) to Tenant's prospective assignee or subtenant and (e) if
this Lease shall end with respect to a portion of the Premises, Tenant shall, at
Tenant's sole cost and expense, separately demise such portion of the Premises,
and make available all utility services so as to make such portion of the
Premises a self- contained rental unit satisfactory in all respects to Landlord
and in compliance with all Requirements.

         Section 15.4 (a) Landlord's Leaseback. If Landlord receives a notice
from Tenant as described in Section 15.2, Landlord or its designee may, at its
option, in lieu of exercising the option to terminate described in Section 15.2,
sublease from Tenant the space described in Tenant's notice (or, if the space
described in Tenant's notice constitutes 75 percent or more of the rentable
square footage contained in the Premises, Landlord may sublease from Tenant the
entire Premises) (such space being hereafter referred to as the "Leaseback
Space"). If Landlord exercises its option to sublet the Leaseback Space, such
sublease to Landlord or its designee (as subtenant) shall be at a rental rate
equal to the product of the lesser of (A) the rent per rentable square foot
(including Fixed Rent and Additional Rent) then payable pursuant to this Lease,
and (B) the rent per rentable square foot set forth in the proposed sublease,
multiplied by the rentable square foot area of the Leaseback Space; shall be for
the same term as that of the proposed subletting; and shall:

                  (i) be expressly subject to all of the covenants, terms and
         conditions of this Lease except such as are irrelevant or inapplicable,
         and except as expressly set forth in this Article 15 to the contrary;

                  (ii) give the subtenant the unqualified and unrestricted
         right, without Tenant's consent, to assign such sublease or any
         interest therein and/or to sublet all or any portion of the space
         covered by such sublease and to make alterations and improvements in
         the space covered by such sublease, and if the proposed sublease will
         result in all or substantially all of the Premises being sublet, grant
         Landlord or its designee the option to extend the term of such sublease
         for the balance of the Term of this Lease less one day;

                                       40


                  (iii) provide that any assignee or further subtenant of
         Landlord or its designee, may, at Landlord's option, be permitted to
         make alterations and decorations in such space and that any or all of
         such alterations, decorations and installations may be removed by such
         assignee or subtenant, at its option, prior to or upon the expiration
         or other termination of such sublease, provided that such assignee or
         subtenant shall, at its expense, repair any damage caused by such
         removal; and

                  (iv) provide that (A) the parties to such sublease expressly
         negate any intention that the sublease estate be merged with any other
         estate held by either of such parties, (B) any assignment or sublease
         by Landlord or its designee (as the subtenant) may be for any purpose
         or purposes that Landlord, in its sole discretion, shall deem
         appropriate, (C) Tenant shall, at its sole cost and expense, at all
         times provide and permit reasonably appropriate means of ingress to and
         egress from such space so sublet by Tenant to Landlord or its designee,
         (D) Landlord may, at Tenant's expense, make such alterations as may be
         required or deemed necessary by Landlord to physically separate the
         Leaseback Space from the balance of the Premises and to comply with any
         Requirements or insurance requirements relating to such separation, and
         (E) at the expiration of the term of such sublease, Tenant will accept
         the Leaseback Space in its then existing condition, subject to the
         obligations of the subtenant to make such repairs as may be necessary
         to preserve such premises in good order and condition.

             (b) Obligations Re: Leaseback Space. If Landlord exercises its
option to sublet the Leaseback Space:

                  (i) Performance by Landlord, or its designee, under a sublease
         of the Leaseback Space shall be deemed performance by Tenant of any
         similar obligation under this Lease and Tenant shall not be liable for
         any default under this Lease or deemed to be in default hereunder if
         such default is occasioned by or arises from any act or omission of the
         subtenant pursuant such sublease; or

                  (ii) Tenant shall have no obligation, at the expiration or
         earlier termination of the Term, to remove any alteration, installation
         or improvement made in the Leaseback Space by Landlord (or Landlord's
         designee); and

                  (iii) Any consent required of Tenant, as Landlord under the
         sublease, shall be deemed granted if consent with respect thereto is
         granted by Landlord under this Lease, and any failure of Landlord (or
         its designee) to comply with the provisions of the sublease other than
         with respect to the payment of Rent shall not constitute a default
         thereunder or hereunder if Landlord shall have consented to such
         non-compliance.

                                       41


Section 15.5 Conditions to Assignment/Subletting. (a) If Landlord does not
exercise any of Landlord's options provided under Sections 15.2 and 15.4, and
provided that no Event of Default then exists, Landlord's consent to the
proposed assignment or subletting shall not be unreasonably withheld or delayed.
Such consent shall be granted or denied, as the case may be, within 25 days
after Landlord's receipt of the following (and such consent shall be deemed
granted if Landlord fails to respond to a request for consent containing the
required information and such failure to respond continues for more than 5
Business Days after receipt of a second notice to Landlord, which second notice
may not be given prior to the 25th day after delivery by Tenant to Landlord of
the initial notice requesting consent; any denial to be accompanied by a
statement setting forth in reasonable detail the reasons for such denial) (i) a
true and complete statement reasonably detailing the identity of the proposed
assignee or subtenant, the nature of its business and its proposed use of the
Premises, (ii) current financial information with respect to the proposed
assignee or subtenant, including its most recent financial statements, and (iii)
any other information Landlord may reasonably request, provided that:

                  (A) in Landlord's reasonable judgment, the proposed assignee
         or subtenant is engaged in a business or activity, and the Premises
         will be used in a manner, which (1) is in keeping with the then
         standards of the Building, (2) limits the use of the Premises to
         general and executive offices, and (3) does not violate any
         restrictions set forth in this Lease, any Mortgage or Superior Lease or
         any negative covenant as to use of the Premises required by any other
         lease in the Building;

                  (B) the proposed assignee or subtenant is a reputable Person
         or entity of good character with sufficient financial means to perform
         all of its obligations under this Lease or the sublease, as the case
         may be, and Landlord has been furnished with reasonable proof thereof,
         and Landlord or any Affiliate of Landlord is not litigating against or
         has been threatened with litigation by such proposed assignee of
         subtenant or its Affiliates within the prior 12 months;

                  (C) if Landlord has, or reasonably expects to have within six
         months thereafter, comparable space available in the Building, neither
         the proposed assignee or subtenant nor any Affiliate of the proposed
         assignee or subtenant is then an occupant of the Building;

                  (D) the proposed assignee or subtenant is not a Person or
         entity (or Affiliate of a Person or entity) with whom Landlord or
         Landlord's Agent is then, or has been within the prior six months,
         negotiating in connection with the rental of comparable space available
         in the Building;

                  (E) there shall be not more than 2 occupants of the 23rd Floor
         Premises and not more than 2 occupants of the 24th Floor Premises;

                                       42


                  (F) the aggregate consideration to be paid by the proposed
         subtenant under the terms of the proposed sublease shall not be less
         than 80% of the aggregate fixed rent and additional rent at which
         Landlord is then leasing other space in the Building (the "Market
         Rent"). determined as though the Premises were vacant and in their then
         "as is" condition. and taking into account (x) the length of the term
         of the proposed sublease, and (y) the location of the Premises in the
         Building;

                  (G) Tenant shall, upon demand, reimburse Landlord for all
         expenses incurred by Landlord in connection with such assignment or
         sublease, including any investigations as to the acceptability of the
         proposed assignee or subtenant, reviewing any plans and specifications
         for Alterations proposed to be made in connection therewith, and all
         legal costs reasonably incurred in connection with the granting of any
         requested consent;

                  (H) Tenant has not and shall not (A) publicize the
         availability of the Premises, or (B) list the Premises to be sublet or
         assigned with a broker, agent or other entity or otherwise offer the
         Premises, in both cases, for subletting at a rental rate of less than
         the Market Rent;

                  (I) if the proposed subtenant or assignee is an entity
         organized under the laws of any jurisdiction other than the United
         States or any state thereof, or is not a United States citizen, if an
         individual, such Person shall waive any immunity to which it may
         entitled, and shall be subject to the service of process in, and the
         jurisdiction of the courts of, the City and State of New York; and

                  (J) in Landlord's reasonable judgment, the proposed assignee
         or subtenant shall not be of a type or character, or engaged in a
         business or activity, or owned or controlled by or identified with any
         entity, which may result in protests or civil disorders or commotions
         at, or other disruptions of the normal business activities in, the
         Building.

             (b) With respect to each and every subletting and/or assignment
authorized by Landlord under the provisions of this Lease, it is further agreed
that:

                  (i) the form of the proposed assignment or sublease shall be
         reasonably satisfactory to Landlord and shall comply with the
         provisions of this Article;

                  (ii) no sublease shall be for a term ending later than one day
         prior to the Expiration Date of this Lease;

                  (iii) no sublease shall be delivered to any subtenant, and no
         subtenant shall take possession of any part of the Premises, until an
         executed counterpart of such

                                       43


sublease has been delivered to Landlord and approved by Landlord as provided in
Section 15.5(a);

                  (iv) if an Event of Default shall occur at any time prior to
         the effective date of such assignment or subletting, then, until such
         Event of Default is no longer continuing, Landlord's consent thereto,
         if previously granted, shall be immediately deemed revoked without
         further notice to Tenant, and if such assignment or subletting would
         have been permitted without Landlord's consent pursuant to Section
         15.9, such permission shall be void and without force and effect, and
         in either such case, any such assignment or subletting shall constitute
         a further Event of Default hereunder; and

                  (v) each sublease shall be subject and subordinate to this
         Lease and to the matters to which this Lease is or shall be
         subordinate, it being the intention of Landlord and Tenant that Tenant
         shall assume and be liable to Landlord for any and all acts and
         omissions of all subtenants and anyone claiming under or through any
         subtenants which, if performed or omitted by Tenant, would be a default
         under this Lease; and Tenant and each subtenant shall be deemed to have
         agreed that upon the occurrence and during the continuation of an Event
         of Default hereunder, Tenant has hereby assigned to Landlord, and
         Landlord may, at its option, accept such assignment of, all right,
         title and interest of Tenant as sublandlord under such sublease,
         together with all modifications, extensions and renewals thereof then
         in effect, and such subtenant shall, at Landlord's option and upon
         notice from Landlord, attorn to Landlord pursuant to the then executory
         provisions of this Lease other than the monetary terms of this Lease,
         which monetary terms shall be governed by the terms of such sublease,
         except that Landlord shall not be (A) liable for any previous act or
         omission of Tenant under such sublease, (B) subject to any
         counterclaim, offset or defense, which theretofore accrued to such
         subtenant against Tenant, (C) bound by any previous modification of
         such sublease not consented to by Landlord, or by any prepayment of
         more than one month's rent and additional rent under such sublease, (D)
         bound to return such subtenant's security deposit, if any, except to
         the extent that Landlord shall receive actual possession of such
         deposit and such subtenant shall be entitled to the return of all or
         any portion of such deposit under the terms of its sublease, or (E)
         obligated to make any payment to or on behalf of such subtenant, or to
         perform any work in the subleased space or the Building, or in any way
         to prepare the subleased space for occupancy, beyond Landlord's
         obligations under this Lease. The provisions of this Section 15.5(b)(v)
         shall be self-operative, and no further instrument shall be required to
         give effect to this provision, provided that the subtenant shall
         execute and deliver to Landlord any instruments Landlord may reasonably
         request to evidence and confirm such subordination and attornment.

         Section 15.6 Binding on Tenant; Indemnification of Landlord.
Notwithstanding any assignment or subletting or any acceptance of Rent by
Landlord from any assignee or

                                       44


subtenant, Tenant shall remain fully liable for the payment of all Rent due and
for the performance of all other terms, covenants and conditions contained in
this Lease on Tenant's part to be observed and performed, and any default under
any term, covenant or condition of this Lease by any subtenant or assignee or
anyone claiming under or through any subtenant or assignee shall be deemed to be
a default under this Lease by Tenant. Tenant shall indemnify, defend, protect
and hold harmless Landlord from and against any and all Losses (as defined in
Section 32.1(b)) resulting from any claims that may be made against Landlord by
the proposed assignee or subtenant or anyone claiming under or through any
subtenant or by any brokers or other Persons claiming a commission or similar
compensation in connection with the proposed assignment or sublease,
irrespective of whether Landlord shall give or decline to give its consent to
any proposed assignment or sublease, or if Landlord shall exercise any of its
options under this Article 15.

         Section 15.7 Tenant's Failure to Complete. If Landlord consents to a
proposed assignment or sublease and Tenant fails to execute and deliver to
Landlord such assignment or sublease within 90 days after the giving of such
consent or the economic terms of such sublease in the aggregate are less than
95% of the value of the economic terms proposed to Landlord pursuant to Section
15.2, then Tenant shall again comply with all of the provisions and conditions
of Sections 15.2, 15.4 and 15.5 hereof before assigning this Lease or subletting
all or part of the Premises.

         Section 15.8 Profits. If Tenant shall enter into any assignment or
sublease permitted hereunder or consented to by Landlord, Tenant shall, within
60 days of Landlord's consent to such assignment or sublease, deliver to
Landlord a complete list of Tenant's reasonable third-party brokerage fees,
legal fees and architectural fees, work allowances or costs of improvements
performed by Tenant in connection with such assignment or sublease and
reasonable rent concessions ("Tenant's Expenses") paid or to be paid in
connection with such transaction, together with a list of all of Tenant's
Property to be transferred to such assignee or sublessee. Tenant shall deliver
to Landlord evidence of the payment of such fees promptly after the same are
paid. In consideration of such assignment or subletting, Tenant shall pay to
Landlord:

             (a) In the case of an assignment, on the effective date of the
assignment, an amount equal to 50% of all sums and other consideration paid to
Tenant by the assignee for or by reason of such assignment (including sums paid
for the sale or rental of Tenant's Property, less, in the case of a sale
thereof, the then fair market value thereof, as reasonably determined by
Landlord) after first deducting Tenant's Expenses in connection with such
transaction; or

             (b) In the case of a sublease, 50% of any consideration payable
under the sublease to Tenant by the subtenant which exceeds on a per square foot
basis the Fixed Rent and Additional Rent accruing during the term of the
sublease in respect of the subleased space (together with any sums paid for the
sale or rental of Tenant's Property, less, in the

                                       45


case of the sale thereof, the then fair market value thereof, as reasonably
determined by Landlord) after first deducting therefrom Tenant's Expenses in
connection with such transaction (e.g., if (x) Tenant's Fixed Rent under this
Lease is $100 per annum for the area subleased, (y) Tenant is receiving as fixed
rent $110 per annum under the sublease in question and (z) Tenant has incurred
Tenant Expenses of $30 in connection with the sublease, then Tenant would not
owe Landlord any portion of its profit for the first 3 years of the sublease
until Tenant had recouped the $30), and if such sublease is less than the entire
Premises, the actual cost incurred by Tenant in separately demising the
subleased space. The sums payable under this clause shall be paid by Tenant to
Landlord as and when paid by the subtenant to Tenant.

         Section 15.9 (a) Transfers. If Tenant is a corporation, the transfer by
one or more transfers, directly or indirectly, by operation of law or otherwise,
of a majority of the stock of Tenant shall be deemed a voluntary assignment of
this Lease; provided, however, that the provisions of this Article 15 shall not
apply to the transfer of shares of stock of Tenant if and so long as Tenant is
publicly traded on a nationally recognized stock exchange. For purposes of this
Section 15.9 the term "transfers" shall be deemed to include the issuance of new
stock or of treasury stock which results in a majority of the stock of Tenant
being held by a Person or Persons that do not hold a majority of the stock of
Tenant on the date hereof. If Tenant is a partnership, the transfer by one or
more transfers, directly or indirectly, by operation of law or otherwise, of a
majority interest in the partnership or otherwise in violation of the provision
of Section 29.2 shall be deemed a voluntary assignment of this Lease. If Tenant
is a limited liability company, trust, or any other legal entity (including a
corporation or a partnership), the transfer by one or more transfers, directly
or indirectly, of Control of such entity, however characterized, shall be deemed
a voluntary assignment of this Lease. The provisions of Section 15.1 shall not
apply to transactions with an entity into or with which Tenant is merged or
consolidated or to which substantially all of Tenant's assets are transferred so
long as (i) such transfer was made for a legitimate independent business purpose
and not for the purpose of transferring this Lease, (ii) the successor to Tenant
has a net worth computed in accordance with generally accepted accounting
principles at least equal to the net worth of the original Tenant on the date of
this Lease, and (iii) proof satisfactory to Landlord of such net worth is
delivered to Landlord at least 10 days after the effective date of any such
transaction. Tenant may also, upon prior notice to and without the consent of
Landlord, permit any Person which Controls, is Controlled by, or is under common
Control with the original Tenant named herein (a "Related Entity") to sublet all
or part of the Premises for any Permitted Use for so long as such Person remains
a Related Entity, provided the Related Entity is in Landlord's reasonable
judgment of a character and engaged in a business which is in keeping with the
standards for the Building and the occupancy thereof. Such sublease shall not be
deemed to vest in any such Related Entity any right or interest in this Lease or
the Premises nor shall it relieve, release, impair or discharge any of Tenant's
obligations hereunder. The provisions of Sections 15.1, 15.2, 15.5(a) and 15.8
shall not apply to any such sublease.

                                       46


             (b) Applicability. The limitations set forth in this Section 15.9
shall apply to subtenant(s), assignee(s) and guarantor(s) of this Lease, if any,
and any transfer by any such entity in violation of this Section 15.9 shall be a
transfer in violation of Section 15.1.

             (c) Modifications, Takeover Agreements. Any modification, amendment
or extension of a sublease and/or any other agreement by which a landlord (or
its affiliate) of a building other than the Building agrees to assume or perform
the obligations of Tenant under this Lease shall be deemed a sublease for the
purposes of Section 15.1, hereof.

         Section 15.10 Assumption of Obligations. Any assignment or transfer,
whether made with Landlord's consent or without Landlord's consent, if and to
the extent permitted hereunder, shall not be effective unless and until the
assignee executes, acknowledges and delivers to Landlord (a) an agreement in
form and substance satisfactory to Landlord whereby the assignee (i) assumes
Tenant's obligations under this Lease and (ii) agrees that. notwithstanding such
assignment or transfer, the provisions of Section 15.1 hereof shall be binding
upon it in respect of all future assignments and transfers and (b) certificates
or policies of insurance as required under Article 12.

         Section 15.11 Tenant's Liability. The joint and several liability of
Tenant and any successors-in-interest of Tenant and the due performance of
Tenant's obligations under this Lease shall not be discharged, released or
impaired by any agreement or stipulation made by Landlord, or any grantee or
assignee of Landlord, extending the time, or modifying any of the terms and
provisions of this Lease, or by any waiver or failure of Landlord, or any
grantee or assignee of Landlord, to enforce any of the terms and provisions of
this Lease.

         Section 15.12 Listings in Building Directory. The listing of any name
other than that of Tenant on the doors of the Premises, the Building directory
or elsewhere shall not vest any right or interest in this Lease or in the
Premises, nor be deemed to constitute Landlord's consent to any assignment or
transfer of this Lease or to any sublease of the Premises or to the use or
occupancy thereof by others. Any such listing shall constitute a privilege
revocable in Landlord's discretion by notice to Tenant.

         Section 15.13 Lease Disaffirmance or Rejection. If at any time after an
assignment by Tenant named herein, this Lease is not affirmed or rejected in any
proceeding of the types described in Sections 18.1(f) and (g) hereof or any
similar proceeding, or upon a termination of this Lease due to any such
proceeding, Tenant named herein, upon request of Landlord given within 30 days
after such disaffirmance, rejection or termination (and actual notice thereof to
Landlord in the event of a disaffirmance or rejection or in the event of
termination other than by act of Landlord), shall (a) pay to Landlord all Rent
and other charges due and owing by the assignee to Landlord under this Lease to
and including the date of such disaffirmance, rejection or termination, and (b)
as "tenant," enter into a new lease of the Premises with Landlord for a term
commencing on the effective date of such disaffirmance, rejection or termination
and ending on the Expiration Date, unless sooner terminated in

                                       47


accordance therewith, at the same Rent and upon the then executory terms,
covenants and conditions contained in this Lease, except that (i) the rights of
Tenant named herein under the new lease shall be subject to the possessory
rights of any Persons claiming through or under such assignee or by virtue of
any statute or of any order of any court, (ii) such new lease shall require all
defaults existing under this Lease to be cured by Tenant named herein with due
diligence, and (iii) such new lease shall require Tenant named herein to pay all
Rent which, had this Lease not been so disaffirmed, rejected or terminated,
would have become due under the provisions of this Lease after the date of such
disaffirmance, rejection or termination with respect to any period prior
thereto. If Tenant named herein defaults in its obligations to enter into such
new lease for a period of 10 days after Landlord's request, then, in addition to
all other rights and remedies by reason of default, either at law or in equity,
Landlord shall have the same rights and remedies against Tenant named herein as
if it had entered into such new lease and such new lease had thereafter been
terminated as of the commencement date thereof by reason of Tenants default
there under.

         Section 15.14 Permitted Users. (a) Tenant has advised Landlord that
Barrow Street Capital LLC ("Barrow") and one or more other Persons, who are
clients of Tenant or with whom Tenant has a substantial continuing business
relationship (each a "Permitted User") may from time to time be using space in
the Premises. Notwithstanding anything to the contrary in this Article 15 each
Permitted User shall be allowed such use, without Landlord's consent, but upon
prior notice to Landlord, upon the following conditions: (i) Landlord or Tishman
Speyer Properties L.P. or its successor shall not be litigating against such
proposed Permitted User within the prior 12 months, (ii) the Permitted User
shall not be entitled, directly or indirectly, to diplomatic or sovereign
immunity and shall be subject to service of process in, and the jurisdiction of
the court of, the State of New York, (iii) the total number of Permitted Users
using desk space pursuant to this Section 15.14 shall not exceed 5 at any one
time, (iv) the aggregate number of rentable square feet used by all Permitted
Users (which term shall exclude Barrow for the purposes of this clause as long
as (x) Tenant retains at least the same ownership interest in Barrow as Tenant
has on the date hereof and (y) all Permitted Users at no time occupy more than
7,000 rentable square feet) at anyone time shall not exceed 5,000 rentable
square feet, and (v) Tenant shall receive no rent, payment or other
consideration in connection with such occupancy in respect of such space other
than nominal rent payments (in no event greater per rentable square foot than
the Fixed Rent, Tenant's Operating Payment and Tenant's Tax Payment payable
hereunder per rentable square foot) or other consideration for actual services
rendered or provided by or for such occupant.

             (b) With respect to each and every Permitted User, the following
shall apply: (i) each Permitted User shall have no privity of contract with
Landlord and therefore shall have no rights under this Lease, and Landlord shall
have no liability or obligation to the Permitted User under this Lease for any
reason whatsoever in connection with such use or occupancy, which use and
occupancy shall be subject and subordinate to this Lease (including, without
limitation, Article 10), (ii) each Permitted User shall use the Premises in

                                       48


conformity with all applicable provisions of this Lease, including Article 3,
and (iii) Tenant shall be liable for the acts of such Permitted User in the
Premises.


                                   ARTICLE 16

                                  ELECTRICITY

         Section 16.1 Electricity. Landlord shall redistribute or furnish
electricity to or for the use of Tenant in the Premises for the operation of
Tenant's electrical systems and equipment in the Premises, at a level sufficient
to accommodate a demand load of six watts of electricity per useable square foot
of office space in the Premises (exclusive of electricity required to operate
the base-Building HVAC System). Subject to the last sentence of this Section,
Tenant shall pay to Landlord, on demand from time to time, but not more than
monthly, for its consumption of electricity at the Premises, as Additional Rent
for such service from and after the Commencement Date, a sum equal to 110% of
the product obtained by multiplying (x) the Cost Per Kilowatt Hour, by (y) the
actual number of kilowatt hours of electric current consumed by Tenant in such
billing period. Landlord shall install a meter or meters, at Tenant's expense,
to measure Tenant's consumption of electricity in the Premises, which meters
shall be maintained by Landlord at Tenant's expense. Where more than one meter
measures Tenant's consumption of electricity in the Premises, the electricity
measured by each meter shall be computed and billed separately in accordance
with the provisions set forth above. Bills for such amounts shall be rendered to
Tenant at such times as Landlord may elect. The rate to be paid by Tenant for
sub metered electricity shall include any taxes or other charges in connection
therewith. If any tax is imposed upon Landlord's receipts from the sale or
resale of electricity to Tenant, Tenant shall reimburse Landlord for such tax,
if and to the extent permitted by law. For any period during which such meter or
meters are not installed or are not operational in the Premises, the monthly
Fixed Rent shall be increased by an amount equal to the product of (A) $.2083,
subject to adjustment for any increases in electric rates or taxes, and (B) the
number of rentable square feet in the Premises. If no such meter or meters are
installed in the Premises on the Commencement Date, Landlord shall diligently
proceed to install same.

         Section 16.2 Excess Electricity. Tenant shall at all times comply with
the rules and regulations of the utility company supplying electricity to the
Building. Subject to Tenant's right to use the electric capacity set forth in
Section 16.1, Tenant shall not use any electrical equipment which, in Landlord's
judgment, would exceed the capacity of the electrical equipment serving the
Premises or interfere with the electrical service to other tenants of the
Building. If Tenant provides Landlord with evidence reasonably satisfactory to
Landlord of Tenant's need for excess electricity at a level sufficient to
accommodate a demand load of up to eight watts of electricity per useable square
foot of office space in the Premises (exclusive of electricity required to
operate the Base Building HVAC System), Landlord shall make such additional
electric capacity available to Tenant. Any costs incurred by Landlord in

                                       49


connection therewith, including the cost of any additional risers, feeders or
other electrical distribution equipment, shall be paid by Tenant within 10 days
after the rendition of a bill therefor. If Tenant fails to utilize such excess
electric capacity for one year or more, Landlord shall have the right at any
time to reduce the electric capacity available to Tenant to the maximum electric
capacity previously and ordinarily used by Tenant but in no event to less than
the electric capacity set forth in the first sentence of Section 16.1. Tenant
shall not make or perform, or permit the making or performance of, any
Alterations to wiring installations or other electrical facilities in or serving
the Premises or make any additions to the office equipment or other appliances
in the Premises which utilize electrical energy (other than ordinary small
office equipment) without the prior consent of Landlord, in each instance, and
in compliance with this Lease.

         Section 16.3 Service Disruption. Landlord shall not be liable in any
way to Tenant for any failure, defect or interruption of, or change in the
supply, character and/or quantity of electric service furnished to the Premises
for any reason except if attributable to the gross negligence or willful
misconduct of Landlord, nor shall there be any allowance to Tenant for a
diminution of rental value other than as expressly provided in Section 11.9, nor
shall the same constitute an actual or constructive eviction of Tenant, in whole
or in part, or relieve Tenant from any of its Lease obligations, and no
liability shall arise on the part of Landlord by reason of inconvenience,
annoyance or injury to business whether electricity is provided by public or
private utility or by any electricity generation system owned and operated by
Landlord. Landlord shall use reasonable efforts to minimize interference with
Tenant's use and occupancy of the Premises as a result of any such failure,
defect or interruption of, or change in the supply, character and/or quantity
of, electric service, provided that Landlord shall have no obligation to employ
contractors or labor at overtime or other premium pay rates or to incur any
other overtime costs or additional expenses whatsoever.

         Section 16.4 Discontinuance of Service. Landlord reserves the right to
discontinue furnishing electricity to Tenant in the Premises on not less than 30
days notice to Tenant, if Landlord discontinues furnishing electricity to
tenants (including Tenant) leasing an aggregate of at least 50% of the rentable
area of the Building, or is required to do so under applicable Requirements. If
Landlord exercises such right, or is compelled to discontinue furnishing
electricity to Tenant, this Lease shall continue in full force and effect and
shall be unaffected thereby, except that from and after the effective date of
such discontinuance, Landlord shall not be obligated to furnish electricity to
Tenant hereunder. If Landlord so discontinues furnishing electricity, Tenant
shall arrange to obtain electricity directly from any utility company or other
electricity provider serving the Premises. Such electricity may be furnished to
Tenant by means of the existing electrical facilities serving the Premises, at
no charge by Landlord, to the extent available, suitable and safe for such
purposes. All other equipment which may be required to obtain electricity of
substantially the same quantity, quality and character shall be installed by
Landlord at the sole cost and expense of (a) Landlord, if Landlord voluntarily
discontinues such service, or (b) Tenant, if (i) Landlord is compelled to
discontinue such service by the public utility or pursuant to applicable

                                       50


Requirements or (ii) if such discontinuance arises out of the acts of omissions
of Tenant. Landlord shall not voluntarily discontinue furnishing electricity to
Tenant until Tenant is able to receive electricity directly from the utility
company or other company servicing the Building, unless the utility company or
other company is not prepared to furnish electricity to the Premises on the date
required as a result of Tenant's delay or negligence in arranging for service or
Tenant's refusal to provide the utility company or other company with a deposit
or other security requested by the utility company or other company or Tenant's
refusal to take any other action requested by the utility company or other
company.


                                   ARTICLE 17

                               ACCESS TO PREMISES

         Section 17.1 Landlord's Access. (a) Subject to the provisions of
Section 17.1(b), Tenant shall permit Landlord, Landlord's agents, utility
companies and other service providers servicing the Building to erect, use and
maintain ducts, pipes and conduits in and through the Premises provided such use
does not cause the usable area of the Premises to be reduced beyond an
immaterial amount. Landlord shall promptly repair any damage to the Premises or
Tenant's Property caused by any work performed pursuant to this Article. Any
pipes, ducts, or conduits installed in or through the Premises pursuant to this
Section 17.1 shall either be concealed behind, beneath or within then existing
partitioning, columns, ceilings or floors located in the Premises, or completely
furred at points immediately adjacent to existing partitioning columns or
ceilings located in the Premises.

             (b) Landlord, any Lessor or Mortgagee and any other party
designated by Landlord and their respective agents shall have the right to enter
the Premises at all reasonable times, upon reasonable notice (which notice may
be oral) except in the case of emergency, (i) to examine the Premises, (ii) to
show the Premises to prospective purchasers, Mortgagees or Lessors of the
Building and their respective agents and representatives or others, and during
the last 24 months of the Term to prospective lessees of premises in the
Building and (iii) to make such repairs, alterations or additions to the
Premises or the Building (A) as Landlord may deem necessary or appropriate,
including the right to modify or change the facade of and the windows in the
Building and to install solar film on the windows, (B) which Landlord may elect
to perform following Tenant's failure to perform, or (C) to comply with any
Requirements, and Landlord shall be allowed to take all material into the
Premises that may be required for the performance of such work without the same
constituting an actual or constructive eviction of Tenant in whole or in part
and without any abatement of Rent, except as expressly provided in Section 11.9.

             (c) All parts (except surfaces facing the interior of the Premises)
of all walls, windows and doors bounding the Premises, including exterior
Building walls, exterior core corridor walls, and doors and entrances (other
than doors and entrances solely connecting

                                       51


areas within the Premises), all balconies, terraces ("Terraces") and roofs
adjacent to the Premises, all space in or adjacent to the Premises used for
shafts, stacks, risers, fan rooms, electrical and communication closets,
stairways, mail chutes, conduits and other mechanical facilities, Building
Systems and Building facilities are not part of the Premises, and Landlord shall
have the use thereof and access thereto through the Premises for the purposes of
Building operation, maintenance, alteration and repair.

             (d) If Tenant requests that Landlord landscape any Terrace,
Landlord shall determine whether to do so in Landlord's sole discretion. If
Landlord determines to do so, Landlord shall submit to Tenant drawings related
thereto (including any alterations or additions to the Building required
thereby) for its approval. If Tenant approves of such drawings, Landlord shall
proceed to do all the work shown on such drawings (including such alterations
and additions) (the "Terrace Work"). Tenant shall reimburse Landlord, within 15
days after demand therefor, for the cost of preparing such drawings, performing
the Terrace Work (plus an administrative charge equal to 10% of such cost), and
the cost to Landlord of maintaining the Terrace Work during the Term. Nothing
contained herein shall be deemed to vest in Tenant any easement, license or
privilege with respect to any use of the Terraces or grant Tenant any right to
use or go upon the Terraces. Tenant shall reimburse Landlord for any damage
caused to the Terraces or other parts of the Building as a result of the Terrace
Work and the maintenance thereof other than damage arising from the gross
negligence or willful misconduct of Landlord.

         Section 17.2 Final 12 Months. If, during the last 12 months of the
Term, Tenant removes all or substantially all of Tenant's Property from the
Premises, Landlord may, upon prior notice (which notice may be oral) and at
reasonable hours, renovate and/or redecorate the Premises, without abatement of
any Rent or incurring any liability to Tenant. Such acts shall not be deemed an
actual or constructive eviction and shall have no effect upon this Lease.

         Section 17.3 Alterations to Building. Landlord has the right at any
time to (a) change the name, number or designation by which the Building is
commonly known, or (b) alter the Building to change the arrangement or location
of entrances or passageways, concourses, plazas, doors and doorways, and
corridors, elevators, stairs, toilets, or other public parts of the Building
without any such acts constituting an actual or constructive eviction and
without incurring any liability to Tenant, so long as such changes do not deny
Tenant access to the Premises and are in conformance with standards applicable
to first-class renovated office building in midtown Manhattan. Landlord shall
use reasonable efforts to minimize interference with Tenant's use and occupancy
of the Premises during the making of such changes or alterations, provided that
Landlord shall have no obligation to employ contractors or labor at overtime or
other premium pay rates or to incur any other overtime costs or additional
expenses whatsoever.

                                       52


                                   ARTICLE 18
                                    DEFAULT

         Section 18.1 Tenant's Defaults. Each of the following events shall be
an "Event of Default" hereunder:

             (a) Tenant fails to pay when due any installment of Fixed Rent or
Additional Rent and such default continues for five Business Days after notice
of such default is given to Tenant, except that if Landlord shall have given two
such notices of default in the payment of any Rent in any twelve month period,
Tenant shall not be entitled to any further notice of delinquency in the payment
of any Rent or an extended period in which to make payment until such time as
twelve consecutive months shall have elapsed without Tenant having failed to
make any such payment when due, and the occurrence of any default in the payment
of any Rent within such twelve month period after the giving of two such notices
shall constitute an Event of Default; or

             (b) Tenant defaults in the observance or performance of any other
term, covenant or condition of this Lease to be observed or performed by Tenant
and such default continues for more than 10 days after notice by Landlord to
Tenant of such default; or if such default is of such a nature that it can be
remedied but cannot be completely remedied within 10 days, Tenant fails to
commence to remedy such default within 10 days after such notice or, with
respect to any such default, Tenant, having commenced such remedy within 10 days
after such notice, fails to diligently prosecute to completion all steps
necessary to remedy such default or Tenant fails to complete such remedy within
90 days; or

             (c) Tenant defaults in the observance or performance of any term,
covenant or condition on Tenant's part to be observed or performed under any
other lease with Landlord or Landlord's predecessor-in-interest for space in the
Building and such default shall continue beyond any grace period set forth in
such other lease for the remedying of such default; or

             (d) Tenant's interest in this Lease shall devolve upon or pass to
any Person, whether by operation of law or otherwise, except as expressly
permitted under Article 15 hereof; or

             (e) Tenant generally does not, or is unable to, or admits in
writing its inability to, pay its debts as they become due; or

             (f) Tenant files a voluntary petition in bankruptcy or insolvency,
or is adjudicated a bankrupt or insolvent, or files any petition or answer
seeking any reorganization, liquidation, dissolution or similar relief under any
present or future federal bankruptcy act or any other present or future
applicable federal, state or other statute or law,

                                       53


or makes an assignment for the benefit of creditors or seeks or consents to or
acquiesces in the appointment of any trustee, receiver, liquidator or other
similar official for Tenant or for all or any part of Tenant's property; or

             (g) if, within 60 days after the commencement of any proceeding
against Tenant, whether by the filing of a petition or otherwise, seeking
bankruptcy, insolvency, reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or any future
federal bankruptcy act or any other present or future applicable federal, state
or other statute or law, such proceeding shall not have been dismissed, or if,
within 60 days after the appointment of any trustee, receiver, liquidator or
other similar official for Tenant or for all or any part of Tenant's property,
without the consent or acquiescence of Tenant, such appointment shall not have
been vacated or otherwise discharged, or if any lien, execution or attachment or
other similar filing shall be made or issued against Tenant or any of Tenant's
property pursuant to which the Premises shall be taken or occupied or attempted
to be taken or occupied by someone other than Tenant; or

             (h) if Landlord applies or retains any part of the Security
Deposit, and Tenant fails to deposit with Landlord the amount so applied or
retained by Landlord, or to provide Landlord with a replacement Letter of Credit
(as defined in Section 35.2), if applicable, within 5 Business Days after notice
by Landlord to Tenant stating the amount applied or retained.

Upon the occurrence of anyone or more of such Events of Default, Landlord may,
at its sole option, give to Tenant three days' notice of cancellation of this
Lease, in which event this Lease and the Term shall come to an end and expire
(whether or not the Term shall have commenced) upon the expiration of such three
day period with the same force and effect as if the date set forth in the notice
was the Expiration Date stated herein; and Tenant shall then quit and surrender
the Premises to Landlord, but Tenant shall remain liable for damages as provided
in Article 19 hereof.

         Section 18.2 Tenant's Liability. If, at any time, (a) Tenant shall be
comprised of two or more persons, (b) Tenant's obligations under this Lease
shall have been guaranteed by any person other than Tenant, or (c) Tenant's
interest in this Lease shall have been assigned, the word "Tenant," as used in
Section 18.1 (e), (f) and (g), shall be deemed to mean any one or more of the
Persons primarily or secondarily liable for Tenant's obligations under this
Lease. Any monies received by Landlord from or on behalf of Tenant during the
pendency of any proceeding of the types referred to in this Article shall be
deemed paid as compensation for the use and occupancy of the Premises and the
acceptance of any such compensation by Landlord shall not be deemed an
acceptance of Rent or a waiver on the part of Landlord of any rights under this
Lease.

                                       54


                                   ARTICLE 19

                              REMEDIES AND DAMAGES

         Section 19.1 (a) Landlord's Remedies. If any Event of Default occurs,
and this Lease and the Term terminates as provided in Article 18:

                  (i) Surrender of Possession. Tenant shall quit and surrender
         the Premises to Landlord, and Landlord and its agents may immediately,
         or at any time after such Event of Default, re-enter the Premises or
         any part thereof, without notice, either by summary proceedings, or by
         any other applicable action or proceeding, or by force (to the extent
         permitted by law) or otherwise in accordance with applicable legal
         proceedings (without being liable to indictment, prosecution or damages
         therefor), and may repossess the Premises and dispossess Tenant and any
         other Persons from the Premises and remove any and all of their
         property and effects from the Premises.

                  (ii) Landlord's Relating. Landlord, at Landlord's option, may
         relet all or any part of the Premises from time to time, either in the
         name of Landlord or otherwise, to such tenant or tenants, for any term
         ending before, on or after the Expiration Date, at such rental and upon
         such other conditions (which may include concessions and free rent
         periods) as Landlord, in its sole discretion, may determine. Landlord
         shall have no obligation to and shall not be liable for refusal or
         failure to relet or, in the event of any such reletting, for refusal or
         failure to collect any rent due upon any such reletting; and no such
         refusal or failure shall relieve Tenant of, or otherwise affect, any
         liability under this Lease. Landlord, at Landlord's option, may make
         such alterations, decorations and other physical changes in and to the
         Premises as Landlord, in its sole discretion, considers advisable or
         necessary in connection with such reletting or proposed reletting,
         without relieving Tenant of any liability under this Lease or otherwise
         affecting any such liability.

             (b) Tenant's Waiver. Tenant, on its own behalf and on behalf of all
persons claiming through or under Tenant, including all creditors, hereby waives
all rights which Tenant and all such Persons might otherwise have under any
Requirement (i) to the service of any notice of intention to re- enter or to
institute legal proceedings, (ii) to redeem, or to re-enter or repossess the
Premises, or (iii) to restore the operation of this Lease, after (A) Tenant
shall have been dispossessed or ejected by judgment or by warrant of any court
or judge, (B) any re-entry by Landlord, or (C) any expiration or early
termination of the term of this Lease, whether such dispossession, re-entry,
expiration or termination shall be by operation of law or pursuant to the
provisions of this Lease. The words "re- enter," "re-entry" and "re-entered" as
used in this Lease shall not be deemed to be restricted to their technical legal
meanings.

             (c) Other Remedies. Upon the breach or threatened breach by Tenant,
or any persons claiming through or under Tenant, of any term, covenant or
condition of this Lease,

                                       55


Landlord shall have the right to enjoin such breach and to invoke any other
remedy allowed by law or in equity as if re-entry, summary proceedings and other
special remedies were not provided in this Lease for such breach. The rights to
invoke the remedies set forth above are cumulative and shall not preclude
Landlord from invoking any other remedy allowed at law or in equity.

         Section 19.2 (a) Landlord's Damages. If this Lease and the Term expire
and come to an end as provided in Article 18, or by or under any summary
proceeding or any other action or proceeding, or if Landlord shall re-enter the
Premises as provided in Section 19.1, then, in any of such events:

                  (i) Tenant shall pay to Landlord all Rent payable under this
         Lease by Tenant to Landlord up to the Expiration Date or to the date of
         re-entry upon the Premises by Landlord, as the case may be;

                  (ii) Landlord shall be entitled to retain all monies, if any,
         paid by Tenant to Landlord, whether as prepaid Rent, the Security
         Deposit or otherwise, and to draw upon any Letter of Credit or other
         security deposited by Tenant hereunder and retain the proceeds thereof,
         which monies, to the extent not otherwise applied to amounts due and
         owing to Landlord, shall be credited by Landlord against any damages
         payable by Tenant to Landlord;

                  (iii) Tenant shall pay to Landlord, in monthly installments,
         on the days specified in this Lease for payment of installments of
         Fixed Rent, any Deficiency; it being understood that Landlord shall be
         entitled to recover the Deficiency from Tenant each month as the same
         shall arise, and no suit to collect the amount of the Deficiency for
         any month, shall prejudice Landlord's right to collect the Deficiency
         for any subsequent month by a similar proceeding; and

                  (iv) whether or not Landlord shall have collected any monthly
         +Deficiency, Tenant shall pay to Landlord, on demand, in lieu of any
         further Deficiency and as liquidated and agreed final damages, a sum
         equal to the amount by which the Rent for the period which otherwise
         would have constituted the unexpired portion of the Term (assuming
         Additional Rent during such period to be the same as had been payable
         for the year immediately preceding such termination or re-entry,
         increased in each succeeding year by 4% (on a compounded basis))
         exceeds the then fair and reasonable rental value of the Premises, for
         the same period (with both amounts being discounted to present value at
         a rate of interest equal to 2% below the then Base Rate) less the
         aggregate amount of Deficiencies theretofore collected by Landlord
         pursuant to the provisions of Section 19.2(a)(iii) for the same period.
         If, before presentation of proof of such liquidated damages to any
         court, commission or tribunal, the Premises, or any part thereof, shall
         have been relet by Landlord for the period which otherwise would have
         constituted the unexpired portion of the Term, or

                                       56


         any part thereof, the amount of rent reserved upon such reletting shall
         be deemed, prima facie, to be the fair and reasonable rental value for
         the part or the whole of the Premises so relet during the term of the
         reletting.

             (b) Reletting. If the Premises, or any part thereof, shall be relet
together with other space in the Building, the rents collected or reserved under
any such reletting and the expenses of any such reletting shall be equitably
apportioned for the purposes of this Section 19.2. Tenant shall not be entitled
to any rents collected or payable under any reletting, whether or not such rents
exceed the Fixed Rent reserved in this Lease. Nothing contained in Articles 18
or 19 shall be deemed to limit or preclude the recovery by Landlord from Tenant
of the maximum amount allowed to be obtained as damages under applicable
Requirements, or of any sums or damages to which Landlord may be entitled in
addition to the damages set forth in this Section 19.2.

         Section 19.3 Default Interest: Other Rights of Landlord. Any damages
payable under this Lease and not paid when due shall bear interest at the
Interest Rate from the due date until paid, and the interest shall be deemed
Additional Rent. If Tenant fails to pay any Additional Rent when due, Landlord,
in addition to any other right or remedy, shall have the same rights and
remedies as in the case of a default by Tenant in the payment of Fixed Rent. If
Tenant is in arrears in the payment of Rent, Tenant waives Tenant's right, if
any, to designate the items against which any payments made by Tenant are to be
credited, and Landlord may apply any payments made by Tenant to any items
Landlord sees fit, regardless of any request by Tenant. Landlord reserves the
right, without liability to Tenant and without constituting any claim of
constructive eviction, to suspend furnishing or rendering to Tenant any overtime
Building services or labor, materials or other property or services for which
Tenant is obligated to pay a separate charge under this Lease (excluding
electricity and water), in the event that (but only for so long as) Tenant is in
arrears in paying Landlord for such items for more than five (5) days after
notice from Landlord to Tenant demanding the payment of such arrears.


                                   ARTICLE 20

                  LANDLORD'S RIGHT TO CURE; FEES AND EXPENSES

         If Tenant defaults in the performance of its obligations under this
Lease, Landlord, without thereby waiving such default, may perform such
obligation for the account and at the expense of Tenant: (a) immediately or at
any time thereafter, and without notice, in the case of emergency or in the case
the default (i) materially interferes with the use by any other tenant of any
space in the Building, (ii) materially interferes with the efficient operation
of the Building, (iii) will result in a violation of any Requirement, (iv) win
result in a cancellation of any insurance policy maintained by Landlord, or (v)
will result in a breach of or default under any Superior Lease or Mortgage, and
(b) in any other case if such default

                                       57


continues after 10 days from the date Landlord gives notice of Landlord's
intention so to perform the defaulted obligation. All costs and expenses
incurred by Landlord in connection with any such performance by it for the
account of Tenant and all costs and expenses, including reasonable counsel fees
and disbursements, incurred by Landlord in any action or proceeding (including
any summary dispossess proceeding) brought by Landlord to enforce any obligation
of Tenant under this Lease and/or right of Landlord in or to the Premises, shall
be paid by Tenant to Landlord on demand, with interest thereon at the Interest
Rate from the date incurred by Landlord. Except as expressly provided to the
contrary in this Lease, all costs and expenses which, pursuant to this Lease
(including the Rules and Regulations) are incurred by Landlord and payable to
Landlord by Tenant, and all charges, amounts and sums payable to Landlord by
Tenant for any property, material, labor, utility or other services which,
pursuant to this Lease or at the request and for the account of Tenant, are
provided, furnished or rendered by Landlord, shall become due and payable by
Tenant to Landlord in accordance with the terms of the bills rendered by
Landlord to Tenant.


                                   ARTICLE 21

              NO REPRESENTATIONS BY LANDLORD: LANDLORD'S APPROVAL

         Section 21.1 No Representations. Except as expressly set forth herein,
Landlord and Landlord's agents have made no warranties, representations,
statements or promises with respect to (i) the rentable and usable areas of the
Premises or the Building, (ii) the amount of any current or future Operating
Expenses or Taxes, (iii) the compliance with applicable Requirements of the
Premises or the Building, or (iv) the suitability of the Premises for any
particular use or purpose. No rights, easements or licenses are acquired by
Tenant under this Lease by implication or otherwise. Tenant is entering into
this Lease after full investigation and is not relying upon any statement or
representation made by Landlord not embodied in this Lease.

         Section 21.2 Consents: Approvals. All consents or approvals of Landlord
may be granted or withheld in Landlord's sole discretion unless specifically
provided to the contrary in this Lease.

         Section 21.3 No Money Damages. Wherever in this Lease Landlord's
consent or approval is required, if Landlord refuses to grant such consent or
approval, whether or not Landlord expressly agreed that such consent or approval
would not be unreasonably withheld, Tenant shall not make, and Tenant hereby
waives, any claim for money damages (including any claim by way of set-off,
counterclaim or defense) based upon Tenant's claim or assertion that Landlord
unreasonably withheld or delayed its consent or approval. Tenant's sole remedy
shall be an action or proceeding to enforce such provision, by specific
performance, injunction or declaratory judgment. In no event shall Landlord be
liable for, and Tenant, on behalf of itself and all other Tenant Parties, hereby
waives any claim for, any

                                       58



indirect, consequential or punitive damages, including loss of profits or
business opportunity, arising under or in connection with this Lease, even if
due to the gross negligence or willful misconduct of Landlord of its agents or
employees.


                                   ARTICLE 22

                                  END OF TERM

         Section 22.1 Expiration. Upon the expiration or other termination of
this Lease, Tenant shall quit and surrender the Premises to Landlord, vacant,
broom clean and in good order and condition, ordinary wear and tear and damage
for which Tenant is not responsible under the terms of this Lease excepted, and
Tenant shall remove all of Tenant's Property and Tenant's Specialty Alterations
as may be required pursuant to Article 5 of this Lease. The foregoing obligation
shall survive the expiration or sooner termination of the Term. If the last day
of the Term or any renewal thereof falls on Saturday or Sunday, this Lease shall
expire on the immediately preceding Business Day.

         Section 22.2 Holdover Rent. Landlord and Tenant recognize that the
damage to Landlord resulting from any failure by Tenant to timely surrender
possession of the Premises may be substantial, may exceed the amount of the Rent
theretofore payable hereunder, and will be impossible to accurately measure.
Tenant therefore agrees that if possession of the Premises is not surrendered to
Landlord on or before the Expiration Date or sooner termination of the Term, in
addition to any other rights or remedies Landlord may have hereunder or at law,
Tenant shall (a) pay to Landlord for each month (or any portion thereof) during
which Tenant holds over in the Premises after the Expiration Date or sooner
termination of the Term, a sum equal to the greater of (i) one and one-half
times the Fixed Rent plus one and one-half times Tenant's Tax Payment plus one
and one-half times Tenant's Operating Payment payable under this Lease for the
last full calendar month of the Term in the case of the first month (or any
portion thereof) of any holdover and two times the Fixed Rent plus two times
Tenant's Tax Payment plus two times Tenant's Operating Payment payable under
this Lease for the last full calendar month of the Term in the case of each
month (or any portion thereof) thereafter or (ii) one and one-half times the
fair market rental value of the Premises for such month (as reasonably
determined by Landlord), (b) if Tenant holds over past 30 days after the
Expiration Date or earlier termination of this Lease, be liable to Landlord for
(i) any payment or rent concession which Landlord may be required to make to any
tenant obtained by Landlord for all or any part of the Premises (a "New Tenant")
in order to induce such New Tenant not to terminate its lease by reason of the
holding-over by Tenant, and (ii) the loss of the benefit of the bargain if any
New Tenant shall terminate its lease by reason of the holding-over by Tenant,
and (c) if Tenant holds over past 30 days after the Expiration Date or earlier
termination of this Lease, indemnify Landlord against all claims for damages by
any New Tenant. No holding-over by Tenant, nor the payment to Landlord of the
amounts specified above, shall operate to extend the Term

                                       59


hereof. Nothing herein contained shall be deemed to permit Tenant to retain
possession of the Premises after the Expiration Date or sooner termination of
this Lease, and no acceptance by Landlord of payments from Tenant after the
Expiration Date or sooner termination of the Term shall be deemed to be other
than on account of the amount to be paid by Tenant in accordance with the
provisions of this Article 22. All of Tenant's obligations under this Article
shall survive the expiration or earlier termination of the Term of this Lease.

         Section 22.3 Waiver of Stay. Tenant expressly waives, for itself and
for any Person claiming through or under Tenant, any rights which Tenant or any
such Person may have under the provisions of Section 2201 of the New York Civil
Practice Law and Rules and of any successor law of like import then in force, in
connection with any holdover summary proceedings which Landlord may institute to
enforce the foregoing provisions of this Article 22.


                                   ARTICLE 23

                                QUIET ENJOYMENT

         Provided this Lease is in full force and effect and no Event of Default
then exists, Tenant may peaceably and quietly enjoy the Premises without
hindrance by Landlord or any person lawfully claiming through or under Landlord,
subject to the terms and conditions of this Lease and to all Superior Leases and
Mortgages.


                                   ARTICLE 24

                            NO SURRENDER; NO WAIVER

         Section 24.1 No Surrender or Release. No act or thing done by Landlord
or Landlord's agents or employees during the Term shall be deemed an acceptance
of a surrender of the Premises, and no provision of this Lease shall be deemed
to have been waived by Landlord, unless such waiver is in writing and is signed
by Landlord, and any such waiver shall be effective only for the specific
purpose and in the specific instance in which given. If Tenant at any time
desires to have Landlord sublet the Premises for Tenant's account, Landlord or
Landlord's agents are authorized to receive Tenant's keys to the Premises for
such purpose without releasing Tenant from any of the obligations under this
Lease, and Tenant hereby relieves Landlord of any liability for loss of or
damage to any of Tenant's effects in connection with such subletting.

         Section 24.2 No Waiver. The failure of either party to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease, or any of the Rules and Regulations, shall not be
construed as a waiver or relinquishment of the future

                                       60


performance of such obligations of this Lease or the Rules and Regulations, or
of the right to exercise such election but the same shall continue and remain in
full force and effect with respect to any subsequent breach, act or omission.
The receipt by Landlord of any Rent payable pursuant to this Lease or any other
sums with knowledge of the breach of any covenant of this Lease shall not be
deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of a
lesser amount than the monthly Fixed Rent or Additional Rent herein stipulated
shall be deemed to be other than a payment on account of the earliest stipulated
Fixed Rent or Additional Rent, or as Landlord may elect to apply such payment,
nor shall any endorsement or acceptance of any check or other payment in the
face of a statement on such check or any letter accompanying such check or
payment be deemed an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord's right to recover the balance of such
Fixed Rent or Additional Rent or pursue any other remedy provided in this Lease.
The existence of a right of renewal or extension of this Lease, or the exercise
of such right, shall not limit Landlord's right to terminate this Lease in
accordance with the terms hereof.


                                   ARTICLE 25

                            WAIVER OF TRIAL BY JURY

         LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY
MATTERS IN ANY WAY ARISING OUT OF OR CONNECTED WITH THIS LEASE, THE RELATIONSHIP
OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR THE
ENFORCEMENT OF ANY REMEDY UNDER ANY REQUIREMENT. If Landlord commences any
summary proceeding against Tenant, Tenant will not interpose any counterclaim of
any nature or description in any such proceeding (unless failure to impose such
counterclaim would preclude Tenant from asserting in a separate action the claim
which is the subject of such counterclaim), and will not seek to consolidate
such proceeding with any other action which may have been or will be brought in
any other court by Tenant.


                                   ARTICLE 26

                              INABILITY TO PERFORM

         This Lease and the obligation of Tenant to pay Rent and to perform all
of the other covenants and agreements of Tenant hereunder shall not be affected,
impaired or excused by any Unavoidable Delays. Landlord shall use reasonable
efforts to promptly notify Tenant of any Unavoidable Delay which prevents
Landlord from fulfilling any of its obligations under this Lease.

                                       61


                                   ARTICLE 27

                                    NOTICES

         Except as otherwise expressly provided in this Lease, consents,
notices, demands, requests, approval or other communications given under this
Lease shall be in writing and shall be deemed sufficiently given or rendered if
delivered by hand (provided a signed receipt is obtained) or if sent by
registered or certified mail (return receipt requested) or by a nationally
recognized overnight delivery service making receipted deliveries, addressed as
follows:

         if to Tenant, (a) at Tenant's address set forth on the first page of
      this Lease, Attn: James Wildasin if given prior to Tenant's taking
      possession of the Premises, or (b) at the Building, Attn: James Wildasin
      if mailed subsequent to Tenant's taking possession of the Premises, or

         if to Landlord, at Landlord's address set forth on the first page of
      this Lease, Attn: Chief Financial Officer, and with copies to (a) Tishman
      Speyer Properties L.P., 520 Madison Avenue, New York, New York 10022,
      Attn: Property Manager--300 Park Avenue, (b) Tishman Speyer Properties
      L.P., 520 Madison Avenue, New York, New York 10022, Attn: General Counsel,
      and (c) any Mortgagee or Lessor which shall have requested copies of
      notices, by notice given to Tenant in accordance with the provisions of
      this Article 27 at the address designated by such Mortgagee or Lessor;

or to such other address(es) as either Landlord or Tenant or any Mortgagee or
Lessor may designate as its new address(es) for such purpose by notice given to
the other in accordance with the provisions of this Article 27. Any such
approval, consent, notice, demand, request or other communication shall be
deemed to have been given on the date of receipted delivery or refusal to accept
delivery as provided in this Article 27 or the date delivery is first attempted
but cannot be made due to a change of address of which no notice was given.


                                   ARTICLE 28

                             RULES AND REGULATIONS

         Tenant and all Tenant Parties shall observe and comply with the Rules
and Regulations, as supplemented or amended from time to time, provided, that in
case of any conflict or inconsistency between the provisions of this Lease and
any of the Rules and Regulations as originally promulgated or as supplemented or
amended from time to time, the

                                       62


provisions of this Lease shall control. Landlord reserves the right, from time
to time, to adopt additional Rules and Regulations and to amend the Rules and
Regulations then in effect. Nothing contained in this Lease shall impose upon
Landlord any obligation to enforce the Rules and Regulations or terms, covenants
or conditions in any other lease against any other Building tenant, and Landlord
shall not be liable to Tenant for violation of the Rules and Regulations by any
other tenant, its employees, agents, visitors or licensees, except that Landlord
shall not enforce any Rule or Regulation against Tenant in a discriminatory
fashion.


                                   ARTICLE 29

                               PARTNERSHIP TENANT

         Section 29.1 Partnership Tenant. If Tenant, or a permitted assignee of
this Lease pursuant to Article 15 hereof, is a partnership, or is comprised of
two or more Persons, individually or as partners of a partnership (any such
partnership and such Persons are referred to in this Article as "Partnership
Tenant"), the following shall apply: (a) the liability of each of the general
partners (excluding Persons solely holding interests as limited partners), each
of the partners in a limited liability partnership or Persons comprising
Partnership Tenant (the "Partners") shall be joint and several; (b) each of the
Partners hereby consents in advance to, and agrees to be bound by, any written
instrument which may hereafter be executed by Partnership Tenant or any of the
Partners, which shall modify, extend or discharge this Lease, in whole or in
part, or surrender all or any part of the Premises to Landlord; (c) any bills,
statements, notices, demands, requests or other communications given or rendered
to Partnership Tenant or to any of the Partners shall be binding upon
Partnership Tenant and all of the Partners; (d) if Partnership Tenant shall
admit new Partners, all new Partners shall, by their admission to Partnership
Tenant, be deemed to have assumed joint and several liability for the
performance of all of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed; (e) Partnership Tenant shall give
prompt notice to Landlord of the admission of any new Partners, and upon demand
of Landlord, shall cause each such new partner to execute and deliver to
Landlord an agreement in form and substance satisfactory to Landlord, wherein
each new Partner shall assume joint and several liability for the performance of
all the terms, covenants and conditions of this Lease on Tenant's part to be
observed and performed (but neither Landlord's failure to request any such
agreement nor the failure of any new Partner to execute or deliver any such
agreement to Landlord shall vitiate the provisions of this Section 29.1(e); and
(f) no change in the Partners of Partnership Tenant resulting from the admission
of a new Partner, or the death, retirement or withdrawal of a Partner shall
release Partnership Tenant or any Partner or former Partner from their
obligations under this Lease.

         Section 29.2 Change of Partners. If Tenant is a Partnership Tenant, (a)
the admission of new Partners, the withdrawal (in the ordinary course of
business), retirement, death, incompetency or bankruptcy of any Partner, or the
reallocation of partnership interests

                                       63


among the Partners shall constitute an assignment of this Lease unless Partners
holding in the aggregate not less than 80% of the partnership interests in
Partnership Tenant immediately prior to such event remain as Partners holding
not less than 80% of the partnership interests in Partnership Tenant during the
12-month period immediately following such event (i.e., the transfer, by any of
the foregoing means, of more than 20% of the partnership interests in
Partnership Tenant in any consecutive 12- month period shall constitute an
assignment of this Lease subject to the provisions of Article 15), and (b) the
reorganization of Partnership Tenant into a professional corporation or a
limited liability partnership, or the reorganization of Tenant from a
professional corporation or a limited liability partnership into a partnership,
shall constitute an assignment of this Lease unless immediately following such
reorganization the Partners or shareholders, as the case may be, of Tenant shall
be the same as those existing immediately prior to such reorganization, and
shall acknowledge in writing to Landlord that they remain fully liable, jointly
and severally, under this Lease as provided in this Article 29. If Tenant shall
become a professional corporation, each individual shareholder, shareholder-
employee, new individual shareholder and new shareholder-employee of any
professional corporation which is a shareholder in Tenant shall have the same
personal liability (if any) as such individual or shareholder-employee would
have under this Lease if Tenant were a partnership and such individual or
shareholder-employee were a Partner or admitted as a new Partner. If any
individual Partner in Tenant is or becomes a shareholder-employee of a
professional corporation, such individual shall have the same personal liability
under this Lease as such individual would have if he and not the professional
corporation were a Partner of Tenant. If Tenant shall become a limited liability
partnership, (i) each Partner therein shall continue to have the same personal
liability as such Partner had under this Lease prior to Tenant becoming a
limited liability partnership, and (ii) each new partner admitted to such
limited liability partnership shall be bound by the provisions of Section 29.1,
and shall execute and deliver to Landlord the assumption agreement required
pursuant to Section 29.1(e) hereof.

         Section 29.3 Limited Recourse. If the original Tenant named herein
("Named Tenant") is not a Partnership Tenant, Landlord acknowledges and agrees
that Landlord shall not enforce the liability and obligations of Named Tenant
hereunder except against the Named Tenant and Named Tenant's assets and Landlord
shall have no right, except as provided in law or equity, to enforce the
liability and obligations of Named Tenant hereunder against any principal,
officer, shareholder, member or manager of Named Tenant.


                                   ARTICLE 30

                                  VAULT SPACE

         Notwithstanding anything contained in this Lease or indicated on any
sketch, blueprint or plan, no vaults, vault space or other space outside the
boundaries of the Real Property are included in the Premises. Landlord makes no
representation as to the location of

                                       64


the boundaries of the Real Property. All vaults and vault space and all other
space outside the boundaries of the Real Property which Tenant may be permitted
to use or occupy are to be used or occupied under a revocable license. If any
such license shall be revoked, or if the amount of such space shall be
diminished as required by any Governmental Authority or by any public utility
company, such revocation, diminution or requisition shall not (i) constitute an
actual or constructive eviction, in whole or in part, (ii) entitle Tenant to any
abatement or diminution of Rent, (iii) relieve Tenant from any of its
obligations under this Lease, or (iv) impose any liability upon Landlord. Any
fee, tax or charge imposed by any Governmental Authority for any such vaults,
vault space or other space occupied by Tenant shall be paid by Tenant.


                                   ARTICLE 31

                                     BROKER

         Section 31.1 Broker Representations. Landlord has retained Landlord's
Agent as leasing agent in connection with this Lease and Landlord shall be
solely responsible for any fee that may be payable to Landlord's Agent pursuant
to a separate agreement. Each of Landlord and Tenant represents and warrants to
the other that it has not dealt with any broker in connection with this Lease
other than Landlord's Agent and the Broker and that to the best of its knowledge
and belief, no other broker, finder or like entity procured or negotiated this
Lease or is entitled to any fee or commission in connection herewith. The
execution and delivery of this Lease by each party shall be conclusive evidence
that each party has relied upon the foregoing representations and warranties.

         Section 31.2 Indemnity. Each of Landlord and Tenant shall indemnify,
defend, protect and hold the other party harmless from and against any and all
Losses which the indemnified party may incur by reason of any claim of or
liability to any broker, finder or like agent (other than Landlord's Agent and
the Broker) arising out of any dealings claimed to have occurred between the
indemnifying party and the claimant in connection with this Lease, and/or the
above representation being false. The provisions of this Article 31 shall
survive the expiration or earlier termination of the Term of this Lease.


                                   ARTICLE 32

                                   INDEMNITY

         Section 32.1 (a) Tenant's Indemnity. Tenant shall not do or permit to
be done any act or thing upon the Premises or the Building which may subject
Landlord to any liability or responsibility for injury, damages to persons or
property or to any liability by reason of any violation of law or of any
Requirement, and shall exercise such control over the Premises as

                                       65


to fully protect the Indemnities against any such liability. Tenant shall
indemnify, defend, protect and hold harmless each of the Indemnities from and
against any and all Losses (as defined in subsection (b) hereof), resulting from
any claims (i) against Indenmitees arising from any act, omission or negligence
of (A) any Tenant Party or (B) both Landlord and any Tenant Party, provided,
however, that Tenant's liability hereunder with respect to matters judicially
determined to have arisen out of the negligence of Landlord, which determination
shall not be subject to appeal, shall be limited to the amount of insurance
coverage carried by Tenant pursuant to Article 12 of this Lease, (ii) against
the Indemnitees arising from any accident, injury or damage whatsoever caused to
any person or to the property of any person and occurring during the Term or
during the period of time, if any, prior to the commencement or following the
expiration of the Term that any Tenant Party may have been given access to any
portion of the Premises for the purpose of performing work or otherwise, in or
about the Premises, and (iii) against the Indemnitees resulting from any breach,
violation or nonperformance of any covenant, condition or agreement of this
Lease on the part of Tenant to be fulfilled, kept, observed and performed.

             (b) Indemnity Inclusions. As used in this Lease, the term "Losses"
means any and all losses, liabilities, damages, claims, judgments, fines, suits,
demands, costs, interest and expenses of any kind or nature (including
reasonable attorneys' fees and disbursements) incurred in connection with any
claim, proceeding or judgment and the defense thereof, and including all costs
of repairing any damage to the Premises or the Building or the appurtenances of
any of the foregoing to which a particular indemnity and hold harmless agreement
applies.

             (c) Landlord's Indemnity. Landlord shall indemnify, defend and hold
harmless Tenant from and against all claims against Tenant arising from any
accident, injury or damage whatsoever caused to any person or the property of
any person in or about the common or public areas of the Building (specifically
excluding the Premises) to the extent attributable to the gross negligence or
willful misconduct of Landlord or its agents or employees.

         Section 32.2 Defense and Settlement. If any claim, action or proceeding
is made or brought against any Indemnitee, then upon demand by an Indemnitee,
Tenant, at its sole cost and expense, shall resist or defend such claim, action
or proceeding in the Indemnitee's name (if necessary), by attorneys approved by
the Indemnitee, which approval shall not be unreasonably withheld. Attorneys for
Tenant's insurer shall hereby be deemed approved for purposes of this Section
32.2. Notwithstanding the foregoing, an Indemnitee may retain its own attorneys
to participate or assist in defending any claim, action or proceeding involving
potential liability of $10,000,000 or more, provided that Tenant shall control
the defense and Tenant shall pay the reasonable fees and disbursements of such
attorneys. Notwithstanding anything herein contained to the contrary, Tenant may
direct the Indemnitee to settle any claim, suit or other proceeding provided
that (a) such settlement shall involve no obligation on the part of the
Indemnitee other than the payment of money, (b) any payments to be made

                                       66


pursuant to such settlement shall be paid in full exclusively by Tenant at the
time such settlement is reached, (c) such settlement shall not require the
Indemnitee to admit any liability, and (d) the Indemnitee shall have received an
unconditional release from the other parties to such claim, suit or other
proceeding. The provisions of this Article 32 shall survive the expiration or
earlier termination of this Lease.


                                   ARTICLE 33

                          ADJACENT EXCAVATION; SHORING

         If an excavation shall be made, or shall be authorized to be made, upon
land adjacent to the Real Property, Tenant shall, upon notice, afford to the
person causing or authorized to cause such excavation license to enter upon the
Premises for the purpose of doing such work as such person shall deem necessary
to preserve the wall or the Building from injury or damage and to support the
same by proper foundations. In connection with such license, Tenant shall have
no right to claim any damages or indemnity against Landlord, or diminution or
abatement of Rent, provided that Tenant shall continue to have access to the
Premises.


                                   ARTICLE 34

                        TAX STATUS OF BENEFICIAL OWNERS

         Tenant recognizes and acknowledges that Landlord and/or certain
beneficial owners of Landlord may from time to time qualify as real estate
investment trusts pursuant to Sections 856 et seq. of the Code or as entities
described in Section 511(a)(2) of the Code, and that avoiding (a) the loss of
such status, (b) the receipt of any income derived under any provision of this
Lease that does not constitute "rents from real property" (in the case of real
estate investment trusts) or that constitutes "unrelated business taxable
income" (in the case of entities described in Section 511(a)(2) of the Code),
and (c) the imposition of penalty or similar taxes (each an "Adverse Event") is
of material concern to Landlord and such beneficial owners and Tenant's
agreement herein contained regarding the avoidance of an Adverse Event as a
material inducement to Landlord entering into this Lease. In the event that this
Lease or any document contemplated hereby could, in the opinion of counsel to
Landlord, result in or cause an Adverse Event, Tenant agrees to cooperate with
Landlord in amending or modifying this Lease or such documents and shall at the
request of Landlord execute and deliver such documents reasonably required to
effect such amendment or modification. Any amendment or modification pursuant to
this Article 34 shall be structured so that the economic results to Landlord and
Tenant shall be substantially similar to those set forth in this Lease without
regard to such amendment or modification. Without limiting any of Landlord's
other rights under this Article 34, Landlord may waive the receipt of any

                                       67



amount payable to Landlord hereunder and such waiver shall constitute an
amendment or modification of this Lease with respect to such payment.


                                   ARTICLE 35

                                SECURITY DEPOSIT

         Section 35.1 Security Deposit. Tenant shall deposit the Security
Deposit with Landlord upon the execution of this Lease in cash as security for
the faithful performance and observance by Tenant of the terms, covenants and
conditions of this Lease, including the surrender of possession of the Premises
to Landlord as herein provided.

         Section 35.2 Letter of Credit. In lieu of a cash deposit, Tenant may
deliver the Security Deposit to Landlord in the form of a clean, irrevocable,
non-documentary and unconditional letter of credit in the amount of the Security
Deposit (the "Letter of Credit") issued by and drawable upon any commercial
bank, trust company, national banking association or savings and loan
association with offices for banking purposes in the City of New York (the
"Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed
indebtedness, or shall have issued a letter of credit or other credit facility
that constitutes the primary security for any outstanding indebtedness (which is
otherwise uninsured and unguaranteed), that is then rated, without regard to
qualification of such rating by symbols such as "+" or "-" or numerical
notation, "Aa" or better by Moody's Investors Service and "AA" or better by
Standard & Poor's Rating Service, and has combined capital, surplus and
undivided profits of not less than $500,000,000. The Letter of Credit shall (a)
name Landlord as beneficiary, (b) be in the amount of the Security Deposit, (c)
have a term of not less than one year, (d) permit multiple drawings, (e) be
fully transferable by Landlord without the payment of any fees or charges by
Landlord, and (f) otherwise be in form and content reasonably satisfactory to
Landlord. If upon any transfer of the Letter of Credit, any fees or charges
shall be so imposed, then such fees or charges shall be payable solely by Tenant
and the Letter of Credit shall so specify. The Letter of Credit shall provide
that it shall be deemed automatically renewed, without amendment, for
consecutive periods of one year each thereafter during the Term through the date
that is at least 60 days after the Expiration Date, unless the Issuing Bank
sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return
receipt requested, not less than 45 days next preceding the then expiration date
of the Letter of Credit stating that the Issuing Bank has elected not to renew
the Letter of Credit. Landlord shall have the right, upon receipt of the
Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight
draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds
of the Letter of Credit pursuant to the terms of this Article. The Letter of
Credit shall state that drafts drawn under and in compliance with the terms of
the Letter of Credit will be duly honored upon presentation to the Issuing Bank
at an office location in Manhattan. The Letter of Credit shall be subject in all
respects to the

                                       68


Uniform Customs and Practice for Documentary Credits (1993 revision),
International Chamber of Commerce Publication No. 500.

         Section 35.3 Application of Security. If Tenant defaults in the payment
or performance of any of the terms, covenants or conditions of this Lease,
including the payment of Rent, Landlord may apply or retain the whole or any
part of the cash Security Deposit or may notify the Issuing Bank and thereupon
receive all or a portion of the Security Deposit represented by the Letter of
Credit and use, apply, or retain the whole or any part of such proceeds, as the
case may be, to the extent required for the payment of any Fixed Rent or any
other sum as to which Tenant is in default including (a) any sum which Landlord
may expend or may be required to expend by reason of Tenant's default, and/or
(b) any damages or Deficiency to which Landlord is entitled pursuant to this
Lease or applicable Requirements, whether such damages or Deficiency accrues
before or after summary proceedings or other reentry by Landlord. If Landlord
applies or retains any part of the Security Deposit, Tenant, upon demand, shall
deposit with Landlord the amount so applied or retained so that Landlord shall
have the full Security Deposit on hand at all times during the Term. If Tenant
shall fully and faithfully comply with all of the terms, covenants and
conditions of this Lease, the Security Deposit (or so much thereof as remains)
shall be returned to Tenant after the Expiration Date and after delivery of
possession of the Premises to Landlord in the manner required by this Lease.
Tenant expressly agrees that Tenant shall have no right to apply any portion of
the Security Deposit against any of Tenant's obligations to pay Rent hereunder.

         Section 35.4 Transfer. Upon a sale of the Real Property or the Building
or a leasing of the Building, or any financing of Landlord's interest therein,
Landlord shall have the right to transfer the cash Security Deposit or the
Letter of Credit, as applicable, to the vendee, lessee or lender. With respect
to the Letter of Credit, within five days after notice of such sale, leasing or
financing, Tenant, at its sole cost, shall arrange for the transfer of the
Letter of Credit to the new landlord or the lender, as designated by Landlord in
the foregoing notice or have the Letter of Credit reissued in the name of the
new landlord or the lender. Tenant shall look solely to the new landlord or
lender for the return of such cash Security Deposit or Letter of Credit and the
provisions hereof shall apply to every transfer or assignment made of the
Security Deposit to a new landlord. Tenant shall not assign or encumber or
attempt to assign or encumber the cash Security Deposit or Letter of Credit and
neither Landlord nor its successors or assigns shall be bound by any such action
or attempted assignment, or encumbrance.

         Section 35.5 Change in Security. (a) On or before each anniversary of
the Rent Commencement Date, Tenant shall provide Landlord with the audited
financial statements of Tenant outlined below in this Section 35.5(a) which are
adequate to permit Landlord to determine the status of satisfaction of the
Financial Conditions (as hereinafter defined). Provided and on condition that
(the "Conditions") (i) Tenant has not previously defaulted in its obligation to
pay Fixed Rent, Tenant's Operating Payment and Tenant's Tax Payment to

                                       69


Landlord within the time periods set forth in this Lease and Landlord has not
given two or more notices of any such default in the 12-month period preceding
any Reduction Anniversary, (ii) no Event of Default then exists, (iii) Tenant
has net income, determined in accordance with generally accepted accounting
principles, consistently applied ("GAAP"), of at least $20 million for the
calendar year immediately preceding (a "Preceding Year") a Reduction Anniversary
(as defined below), (iv) Tenant has cash and cash equivalents at the end of the
Preceding Year at least equal to the greater of (x) 25% of Tenant's total annual
expenses for the Preceding Year (less depreciation, amortization and
compensation (including benefits) paid to its managing directors), all
determined in accordance with GAAP, and (y) $2,500,000 and (v) Tenant provides
Landlord with audited financial statements which are certified as true and
correct by its outside certified public accountants which are adequate to permit
Landlord to confirm satisfaction of the conditions referred to in items (iii)
and (iv) above (the "Financial Conditions"), then, provided that Tenant complies
with the provisions of this Section 35.5, the Security Deposit shall be reduced
on the following dates (each a "Reduction Anniversary") as follows: (A) on the
date which is the first anniversary of the Rent Commencement Date that Tenant
satisfies the Conditions, the Security Deposit shall be reduced to $1,207,584,
(B) provided the Security Deposit shall have previously been reduced pursuant to
the preceding clause (A), then on the date which is the date thereafter which is
an anniversary of the Rent Commencement Date that Tenant satisfies the
Conditions, the Security Deposit shall be reduced to $805,056, and (C) provided
the Security Deposit shall have previously been reduced pursuant to the
preceding clauses (A) and (B), then on the date which is the date thereafter
which is an anniversary of the Rent Commencement Date that Tenant satisfies the
Conditions, the Security Deposit shall be reduced to $402,528. Notwithstanding
the foregoing, in the event Tenant fails to satisfy the Financial Conditions
during any two calendar years during the Term, commencing with the 12 month
period occurring immediately prior to the Commencement Date (whether in
consecutive calendar years or not), then Tenant must meet such Financial
Conditions for two consecutive calendar years during the Term before a reduction
or further reduction, as applicable, of the Security Deposit shall be permitted
hereunder.

             (b) Notwithstanding anything in this Section 35.5 to the contrary,
in the event Tenant does not satisfy the Financial Conditions in any calendar
year during the Term after the Security Deposit shall have been reduced to
$402,528, then the Security Deposit shall be increased as follows: Tenant shall,
either deliver to Landlord (i) a Letter of Credit (which Letter of Credit shall
comply with the terms above) in the amount of $805,056, whereupon Landlord shall
return to Tenant its cash security or current Letter of Credit, or (ii)
additional cash security in the amount of $402,528. Failure by Tenant to deliver
such Letter of Credit or additional cash security within 15 days after notice
from Landlord shall constitute an Event of Default hereunder. If the Security
Deposit shall be increased pursuant to the first sentence of this Section
35.5(b), then on an anniversary of the Rent Commencement Date promptly following
the expiration of the first calendar year (in case Tenant has not satisfied the
Financial Conditions in only one calendar year during the Term) or the second
consecutive calendar year (in all other cases) during the Term after such
increase that Tenant

                                       70


satisfied the Financial Conditions, the Security Deposit shall be reduced to
$402,528 in the manner provided in Section 35.5(c), subject to Tenant's
satisfaction of the conditions contained in Section 35.5(a)(i) and (ii) and
subject to increase in accordance with this Section 35.5(b) in the event Tenant
again does not satisfy the Financial Conditions as provided above.

             (c) The Security Deposit shall be reduced as follows: (i) if the
Security Deposit is in the form of cash, Landlord shall, within 10 Business Days
following notice by Tenant to Landlord that Tenant is entitled to reduce the
Security Deposit pursuant to this Section 35.5, deliver to Tenant the amount by
which the Security Deposit is reduced, or (ii) if the Security Deposit is in the
form of a Letter of Credit, Tenant shall deliver to Landlord an amendment to the
Letter of Credit (which amendment must be reasonably acceptable to Landlord in
all respects), reducing the amount of the Letter of Credit by the amount of the
permitted reduction, and Landlord shall execute the amendment and such other
documents as are reasonably necessary to reduce the amount of the Letter of
Credit in accordance with the terms thereof. If Tenant delivers to Landlord an
amendment to the Letter of Credit in accordance with the terms hereof, Landlord
shall, within 10 Business Days after delivery of such amendment, either (A)
provide its reasonable objections to such amendment or (B) execute such
amendment of the Letter of Credit in accordance with the terms hereof

             (d) Landlord acknowledges that all financial information provided
by Tenant under this Section is provided solely for Landlord's use in connection
with this Section and Landlord agrees to take normal and reasonable precautions
and exercise due care to maintain the confidentiality of all financial
information provided to it by Tenant hereunder, except to the extent such
information (a) was or becomes generally available to the public other than as a
result of disclosure by Landlord, or (b) was or becomes available on a
non-confidential basis from a source other than Tenant; provided, however, that
Landlord may disclose such information (i) pursuant to any requirement of any
Governmental Authority or any applicable Requirement; (ii) pursuant to subpoena
or other court process; (iii) to the extent reasonably required in connection
with the exercise of any remedy hereunder; (iv) to Landlord's partners, members,
shareholders, managers, independent auditors and other professional advisors on
a need to know basis but solely for the purpose set forth above and with the
understanding that such Person keep such information confidential to the same
extent required by Landlord hereunder; (v) to any purchaser or lender, actual or
potential, on a need to know basis but solely for the purpose set forth above
and with the understanding that such Person keep such information confidential
to the same extent required by Landlord hereunder.

                                       71


                                   ARTICLE 36

                                 MISCELLANEOUS

         Section 36.1 Delivery. This Lease shall not be binding upon Landlord or
Tenant unless and until Landlord shall have executed and delivered a fully
executed copy of this Lease to Tenant.

         Section 36.2 Transfer of Real Property. Landlord's obligations under
this Lease shall not be binding upon the Landlord named herein after the sale,
conveyance, assignment or transfer or lease of Landlord's interest (collectively
a "Transfer") by Landlord (or upon any subsequent landlord after the Transfer by
such subsequent landlord) of its interest in the Building or the Real Property,
as the case may be, and in the event of any such Transfer, Landlord (and any
such subsequent landlord) shall be entirely freed and relieved of all covenants
and obligations of Landlord hereunder, and the transferee of Landlord's interest
(or that of such subsequent landlord) in the Building or the Real Property, as
the case may be, shall be deemed to have assumed all obligations under this
Lease.

         Section 36.3 Limitation on Liability. The liability of Landlord for
Landlord's obligations under this Lease shall be limited to Landlord's interest
from time to time in the Real Property and Tenant shall not look to any other
property or assets of Landlord or the property or assets of any Indemnitees in
seeking either to enforce Landlord's obligations under this Lease or to satisfy
a judgment for Landlord's failure to perform such obligations; and none of the
Indemnitees shall be personally liable for the performance of Landlord's
obligations under this Lease.

         Section 36.4 Rent. Notwithstanding anything to the contrary contained
in this Lease, all amounts payable by Tenant to or on behalf of Landlord under
this Lease, whether or not expressly denominated Fixed Rent, Tenant's Tax
Payment, Tenant's Operating Payment, Additional Rent or Rent, shall constitute
rent for the purposes of Section 502(b)(6) of the United States Bankruptcy Code
and other Requirements.

         Section 36.5 Entire Agreement. This Lease (including any Schedules and
Exhibits referred to herein and all supplementary agreements provided for
herein) contains the entire agreement between the parties and all prior
negotiations and agreements are merged into this Lease. All of the Schedules and
Exhibits attached hereto are incorporated in and made a part of this Lease,
provided that in the event of any inconsistency between the terms and provisions
of this Lease and the terms and provisions of the Schedules and Exhibits hereto,
the terms and provisions of this Lease shall control. All Article and Section
references set forth herein shall, unless the context otherwise requires, be
deemed references to the Articles and Sections of this Lease.

                                       72


         Section 36.6 Governing Law. This Lease shall be governed in all
respects by the laws of the State of New York.

         Section 36.7 Unenforceability. If any provision of this Lease, or its
application to any Person or circumstance, shall ever be held to be invalid or
unenforceable, then in each such event the remainder of this Lease or the
application of such provision to any other Person or any other circumstance
(other than those as to which it shall be invalid or unenforceable) shall not be
thereby affected, and each provision hereof shall remain valid and enforceable
to the fullest extent permitted by law.

         Section 36.8 Consent to Jurisdiction. (a) Except as expressly provided
to the contrary in this Lease, Tenant agrees that all disputes arising, directly
or indirectly, out of or relating to this Lease, and all actions to enforce this
Lease, shall be dealt with and adjudicated in the state courts of the State of
New York or the federal courts for the Southern District of New York; and for
that purpose Tenant expressly and irrevocably submits itself to the jurisdiction
of such courts. Tenant agrees that so far as is permitted under applicable law,
this consent to personal jurisdiction shall be self-operative and no further
instrument or action, other than service of process in one of the manners
specified in this Lease, or as otherwise permitted by law, shall be necessary in
order to confer jurisdiction upon it in any such court. Tenant further agrees
that judgment against it in any such action or proceeding shall be conclusive
and, to the extent permitted by applicable law, may be enforced in any other
jurisdiction within or outside the United States of America by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence
of the fact and of the amount of its indebtedness.

             (b) To the extent that Tenant has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property,
Tenant irrevocably waives such immunity in respect of its obligations under this
Lease.

         Section 36.9 Landlord's Agent. Unless Landlord shall render written
notice to Tenant to the contrary, Tishman Speyer Properties, L.P. is authorized
to act as Landlord's agent in connection with the performance of this Lease, and
Tenant shall direct all correspondence and requests to, and shall be entitled to
rely upon correspondence received from, Tishman Speyer Properties, L.P., as
agent for the Landlord in accordance with Article 27. Tenant acknowledges that
Tishman Speyer Properties, L.P. is acting solely as agent for Landlord in
connection with the foregoing; and neither Tishman Speyer Properties, L.P. nor
any of its direct or indirect partners, officers, shareholders, directors,
employees, principals, agents or representatives shall have any liability to
Tenant in connection with the performance of this Lease, and Tenant waives any
and all claims against any and all of such parties arising out of, or in any way
connected with, this Lease, the Building or the Real Property.

                                       73


         Section 36.10 Estoppels. (a) Within seven days following request from
Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a
written statement executed and acknowledged by Tenant, in form satisfactory to
Landlord, (i) stating the Commencement Date, and the Expiration Date, and that
this Lease is then in full force and effect and has not been modified (or if
modified, setting forth all modifications), (ii) setting forth the date to which
the Fixed Rent and any Additional Rent have been paid, together with the amount
of monthly Fixed Rent, Tenant's Tax Payment and Tenant's Operating Payment then
payable, (iii) stating whether or not, to the best of Tenant's knowledge,
Landlord is in default under this Lease, and, if Tenant asserts that Landlord is
in default, setting forth the specific nature of any such defaults, (iv) stating
whether Landlord has failed to complete any work required to be performed by
Landlord under this Lease, (v) stating whether there are any sums payable to
Tenant by Landlord under this Lease, (vi) stating the amount of the Security
Deposit, if any, under this Lease, (vii) stating whether there are any subleases
or assignments affecting the Premises, (viii) stating the address of Tenant to
which all notices and communications under the Lease shall be sent, and (ix)
responding to any other matters reasonably requested by Landlord, such Mortgagee
or such Lessor. Tenant acknowledges that any statement delivered pursuant to
this Section 36.10(a) may be relied upon by any purchaser or owner of the Real
Property or the Building, or all or any portion of Landlord's interest in the
Real Property or the Building or any Superior Lease, or by any Mortgagee, or
assignee thereof or by any Lessor, or assignee thereof.

             (b) From time to time, within seven days following a request by
Tenant, Landlord shall deliver to Tenant a written statement executed and
acknowledged by Landlord, in form reasonably acceptable to Tenant and Landlord,
(i) stating the Commencement Date, the Rent Commencement Date and the Expiration
Date, and that this Lease is then in full force and effect and has not been
modified (or, if modified, setting forth all modifications), (ii) setting forth
the date to which the Fixed Rent and all Additional Rent have been paid,
together with the amount of monthly Fixed Rent, Tenant's Tax Payment and
Tenant's Operating Payment then payable, and (iii) stating whether or not, to
Landlord's knowledge, Tenant is in default under this Lease, and, if Landlord
asserts that Tenant is in default, setting forth the specific nature of all such
defaults. Landlord acknowledges that any statement delivered pursuant to this
Section 36.10(b) may be relied upon by any prospective or actual sublessee of
the Premises or assignee of this Lease, or permitted transferee of or successor
to Tenant.

         Section 36.11 Certain Rules of Interpretation. For purposes of this
Lease, whenever the words "include", "includes", or "including" are used, they
shall be deemed to be followed by the words "without limitation" and, whenever
the circumstances or the context requires, the singular shall be construed as
the plural, the masculine shall be construed as the feminine and/or the neuter
and vice versa. This Lease shall be interpreted and enforced without the aid of
any canon, custom or rule of law requiring or suggesting construction against
the party drafting or causing the drafting of the provision in question.

                                       74


         Section 36.12 Captions. The captions in this Lease are inserted only as
a matter of convenience and for reference and in no way define, limit or
describe the scope of this Lease or the intent of any provision hereof.

         Section 36.13 Parties Bound. The terms, covenants, conditions and
agreements contained in this Lease shall bind and inure to the benefit of
Landlord and Tenant and, except as otherwise provided in this Lease, to their
respective legal representatives, successors, and assigns.

         Section 36.14 Directory. The lobby shall contain a computerized
directory wherein the Building's tenants shall be listed with a capacity for up
to 50 listings per floor for Tenant and others permitted to occupy the Premises
hereunder, provided Tenant shall be entitled to such proportion of such listings
as the Agreed Area of Premises is to the rentable square foot area of such
floor. From time to time, but not more frequently than once every three (3)
months, Landlord shall reprogram the computerized directory to reflect such
changes in the listings therein as Tenant shall request.

         Section 36.15 Counterparts. This Lease may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

         Section 36.16 Memorandum of Lease. Neither this Lease nor a memorandum
in respect of this Lease shall be recorded.

         Section 36.17 Survival. All obligations and liabilities of Landlord or
Tenant to the other which accrued before the expiration or other termination of
this Lease, and all such obligations and liabilities which by their nature or
under the circumstances can only be, or by the provisions of this Lease may be,
performed after such expiration or other termination, shall survive the
expiration or other termination of this Lease. Without limiting the generality
of the foregoing, the rights and obligations of the parties with respect to any
indemnity under this Lease, and with respect to Fixed Rent, Tenant's Tax
Payment, Tenant's Operating Payment and any other amounts payable under this
Lease, shall survive the expiration or other termination of this Lease.


                                   ARTICLE 37

                                 RENEWAL OPTION

         Section 37.1 Exercise of Option. Tenant shall have the right, to renew
the Term for all of the Premises for a single renewal term (the "Renewal Term")
of five (5) years by notice (the "Renewal Notice") delivered to Landlord not
less than 18 months prior to the Expiration

                                       75


Date, time being of the essence; provided, however, that (a) Tenant shall not be
in default under any of the terms, covenants or conditions of this Lease either
on the date the Renewal Notice is given or on the Renewal Term Commencement Date
(as hereinafter defined), and (b) the Named Tenant shall not have assigned this
Lease, and shall be in occupancy of at least 80% of the rentable area of the
Premises, provided, further, however, that if Named Tenant shall be in occupancy
of at least 90% of the rentable area of the 23rd Floor Premises, Named Tenant
shall have the right, notwithstanding any of the foregoing to the contrary, to
renew the Term for such full floor of the Premises in accordance with the terms
hereof. Upon the giving of the Renewal Notice (which Renewal Notice shall
specify the space being renewed), this Lease in respect of the Premises or the
23rd Floor Premises, as the case may be, shall be deemed renewed for the Renewal
Term with the same force and effect as if the Renewal Term had originally been
included in the Term. The Renewal Term shall commence on the day after the
Expiration Date (the "Renewal Term Commencement Date") and shall terminate on
the day preceding the fifth (5th) anniversary of the Renewal Term Commencement
Date or such earlier date as this Lease shall terminate pursuant to any of the
terms of this Lease. If Tenant renews the Term in respect of the 23rd Floor
Premises only, Tenant shall prior to the Renewal Term Commencement Date close
any slab penetrations in the Premises.

         Section 37.2 Terms. All of the terms, covenants and conditions of this
Lease shall continue in full force and effect in respect of the Premises or the
23rd Floor Premises, as the case may be, during the Renewal Term, except that
(a) the Fixed Rent for the Renewal Term shall be in an amount equal to 100% of
the Fair Market Value (as hereinafter defined), (b) Tenant shall have no further
right to renew the Term, (c) the Base Tax Year shall be the Tax Year commencing
on the July 1st prior to the Renewal Term Commencement Date, and (d) the Base
Expense Year shall be the Comparison Year commencing on the January 1st prior to
the Renewal Term Commencement Date. Any termination, cancellation or surrender
of the entire interest of Tenant under this Lease at any time during the Term
shall terminate any right of renewal of Tenant hereunder.

         Section 37.3 Fair Market Value. "Fair Market Value", in respect of the
Premises or the 23rd Floor Premises, as the case may be, shall mean the fair
market annual rental value of the Premises or the 23rd Floor Premises, as the
case may be, at the commencement of the Renewal Term for a term equal to the
Renewal Term, as determined by Landlord based on comparable space in the
Building, including all of Landlord's services provided for in this Lease, and
with (a) the Premises or the 23rd Floor Premises, as the case may be, considered
as vacant, and in the "as is" condition existing on the Renewal Term
Commencement Date, (b) the Base Tax Year being the Tax Year commencing on the
July 1st prior to the Renewal Term Commencement Date, and (c) the Base Expense
Year being the Comparison Year commencing on the January 1st prior to the
Renewal Term Commencement Date. The calculation of Fair Market Value shall also
be adjusted to take into account all relevant factors. Prior to the commencement
of the Renewal Term, Landlord shall deliver to Tenant Landlord's determination
of Fair Market Value.

                                       76


         Section 37.4 Arbitration. If Tenant shall dispute Landlord's
determination of Fair Market Value, Tenant shall give notice to Landlord of such
dispute within 10 days after the delivery of Landlord's determination to Tenant,
and such dispute shall be determined by a single arbitrator appointed in
accordance with the American Arbitration Association Real Estate Valuation
Arbitration Proceeding Rules. If no notice of dispute is given by Tenant within
such 10-day period (time being of the essence), then Landlord's determination
shall be binding on Tenant. The arbitrator shall be impartial and shall have not
less than 10 years' experience in the County of New York related to the leasing
of commercial office space in office buildings comparable to the Building, and
the fees of the arbitrator shall be shared by Landlord and Tenant. Within 15
days following the appointment of the arbitrator, Landlord and Tenant shall
attend a hearing before the arbitrator at which each party shall submit a report
setting forth its determination of Fair Market Value, together with such
information on comparable rentals and such other evidence as such party shall
deem relevant. The arbitrator shall, within 30 days following such hearing and
submission of evidence, render his or her decision by selecting the
determination of Fair Market Value submitted by either Landlord or Tenant which,
in the judgment of the arbitrator, most nearly reflects the Fair Market Value.
The arbitrator shall have no power or authority to select any Fair Market Value
other than a Fair Market Value submitted by Landlord or Tenant or to modify any
of the provisions of this Lease, and the decision of the arbitrator shall be
final and binding upon Landlord and Tenant. Prior to the determination of the
arbitrator, Tenant shall pay Fixed Rent based on Landlord's determination of
Fair Market Value submitted to Tenant pursuant to Section 37.3, and following
the arbitrator's final determination, the amount of any overpayment or
underpayment shall be appropriately adjusted between the parties.

         Section 37.5 Agreement of Terms. Landlord and Tenant, at either party's
request, shall promptly execute and exchange an appropriate agreement evidencing
the extension of the Term for the Renewal Term, and the terms thereof in a form
reasonably satisfactory to both parties, but no such agreement shall be
necessary in order to make the provisions hereof effective.


                                   ARTICLE 38

                              RIGHT OF FIRST OFFER

Section 38.1 Exercise of Right. If at any time prior to the last 24 months of
the Term (as the same may be extended) all of the rentable area of the 24th
floor of the Building that is not subject to this Lease (such space being
hereinafter referred to as the "Expansion Space") is, or Landlord reasonably
believes the same is to become, Available (as hereinafter defined) after having
been leased by Landlord after the date of this Lease to a new tenant or occupant
and Landlord proposes to lease the Expansion Space, Landlord shall deliver
notice thereof to Tenant (the "Expansion Notice") setting forth Landlord's
determination of the

                                       77


Expansion Space Fair Market Value (as hereinafter defined) and the date Landlord
reasonably anticipates that such Expansion Space will become Available. Provided
that all of the conditions precedent set forth in this Article 38 are fully
satisfied by Tenant, Tenant shall have the option (the "Expansion Option"),
exercisable by Tenant delivering irrevocable notice to Landlord ("Acceptance
Notice") within 10 Business Days of the giving by Landlord of the Expansion
Notice, time being of the essence, to lease the Expansion Space upon the terms
and conditions set forth in this Article 38. The Expansion Option may be
exercised only with respect to all of the Expansion Space. If Tenant fails to
timely give an Acceptance Notice with respect to the Expansion Space, Tenant
shall be deemed to have rejected Landlord's offer to lease the Expansion Space
and Landlord shall have no further obligation, and Tenant shall have no further
rights, with respect to the Expansion Space during the Term.

         Section 38.2 Definitions. (a) "Available" shall mean that at the time
in question (i) no Person leases or occupies the Expansion Space, whether
pursuant to a lease or other agreement, and (ii) no Person holds any option or
right to lease or occupy the Expansion Space, or to renew its lease or right of
occupancy thereof. So long as a tenant or other occupant leases or occupies a
portion of the Expansion Space, Landlord shall be free to extend any such
tenancy or occupancy, whether or not pursuant to a lease or other agreement, and
such space shall not be deemed to be Available. In no event shall Landlord be
liable to Tenant for any failure by any then existing tenant or occupant to
vacate the Expansion Space. From and after the date Landlord enters into a lease
or other occupancy agreement with respect to the Expansion Space with a Person,
Landlord shall not grant any rights to any tenant or other occupant of the
Building with respect to the Expansion Space unless such rights are subordinate
to the rights granted Tenant hereunder, except to the initial Tenant or occupant
of the Expansion Space after the date of this Lease and to new tenants or
occupants of the Expansion Space after Landlord shall have duly offered the
Expansion Space to Tenant pursuant to this Article 38.

         (b) "Expansion Space Fair Market Value," with respect to the Expansion
Space, shall mean the fair market annual rental value of the Expansion Space at
the commencement of the leasing of the Expansion Space for a term commencing on
the Expansion Space Commencement Date (as hereinafter defined) and ending on the
Expiration Date, as determined by Landlord based on comparable space in the
Building, including all of Landlord's services provided for in the Lease and
with (i) the Expansion Space considered as vacant and in the "as is" condition
which same shall be in on the Expansion Space Commencement Date, (ii) the Base
Tax Year being the Tax Year commencing on the July 1st immediately preceding the
Expansion Space Commencement Date and (iii) the Base Expense Year being the
Comparison Year commencing on the January 1st immediately preceding the
Expansion Space Commencement Date. The calculation of Expansion Space Fair
Market Value shall also be adjusted to take into account any other relevant
factors.

         Section 38.3 Conditions to Exercise. Tenant shall have no right to
exercise the Expansion Option unless all of the following conditions have been
satisfied on the date the

                                       78


Acceptance Notice is delivered to Landlord and on the Expansion Space
Commencement Date:

             (a) No Event of Default shall have occurred and be continuing;

             (b) Premises; and Tenant shall be in occupancy of 85% of the
rentable area of the

             (c) There shall not have occurred any material adverse change in
the financial condition of Tenant from the condition described on the financial
statements submitted by Tenant to Landlord in connection with this Lease.

         Section 38.4 Incorporation of Expansion Space. Effective as of the date
on which Landlord delivers vacant possession of the Expansion Space to Tenant
(the "Expansion Space Commencement Date"):

             (a) Fixed Rent for the Expansion Space shall be the Expansion Space
Fair Market Value as determined in accordance with this Article 38.

             (b) Tenant shall pay Tenant's Tax Payment and Tenant's Operating
Payment with respect to the Expansion Space in accordance with the provisions of
Article 8, except that (i) the Base Tax Year shall be the Tax Year commencing on
the July 1st immediately preceding the Expansion Space Commencement Date, and
(ii) the Base Expense Year shall be the Comparison Year commencing on the
January 1st immediately preceding the Expansion Space Commencement Date;

             (c) The rentable square footage of the Expansion Space shall be
4,921 (which the parties agree shall be the rentable square footage of the
Expansion Space for all purposes of this Lease), the Agreed Area of Premises in
respect of the 24th Floor Premises shall be increased to 11,465 rentable square
feet and Tenant's Proportionate Share in respect of Operating Expenses shall be
increased to 4.3261% and in respect of Taxes shall be increased to 4.1472%;

             (d) The Expansion Space shall be delivered in its "as is"
condition, and Landlord shall not be obligated to perform any work with respect
thereto or make any contribution to Tenant to prepare Expansion Space for
Tenant's occupancy;

             (e) The Security Deposit shall be increased by an amount equal to
(i) the then existing amount of the Security Deposit then required pursuant to
Article 35, divided by the number of rentable square feet then contained in the
Premises, multiplied by (ii) 4,921, which additional Security Deposit shall be
subject to increase and reduction on the same terms and in the same manner as
provided in Section 35.5 as if such amount were included therein; and

                                       79


             (f) The Expansion Space shall be added to and be deemed to be a
part of the 24th Floor Premises and the Premises for all purposes of this Lease
(except as otherwise provided in this Section 38).

         Section 38.5 Possession. In no event shall Landlord be obligated to
incur any fee, cost, expense or obligation, nor to prosecute any legal action or
proceeding, in connection with the delivery of the Expansion Space to Tenant nor
shall Tenant's obligations under this Lease with respect to the Premises or the
Expansion Space be affected thereby. Landlord shall not be subject to any
liability and this Lease shall not be impaired if Landlord shall be unable to
deliver possession of the Expansion Space to Tenant on any particular date.
Tenant hereby waives any right to rescind this Lease or the Acceptance Notice
under the provisions of Section 223-a of the Real Property Law of the State of
New York, and agrees that the provisions of this Section 38.5 are intended to
constitute "an express provision to the contrary" within the meaning of said
Section 223-a. Landlord agrees that it shall not waive any rights it may have
against any Person holding over in the Expansion Space, without any obligation
to enforce any such rights.

         Section 38.6 Arbitration. If Tenant shall dispute Landlord's
determination of the Expansion Space Fair Market Value, Tenant shall give notice
to Landlord of such dispute within 10 days following the delivery of Landlord's
determination to Tenant, and such dispute shall be determined by a single
arbitrator appointed in accordance with the American Arbitration Association
Real Estate Valuation Arbitration Proceeding Rules. If no notice of any dispute
is given within such 10 day period (time being of the essence), then Landlord's
determination shall be binding upon Tenant. The arbitrator shall be impartial
and shall have not less than 10 years' experience in the County of New York in a
calling related to the leasing of commercial office space in office buildings
comparable to the Building, and the fees of the arbitrator shall be shared by
Landlord and Tenant. Within 15 days following the appointment of the arbitrator,
Landlord and Tenant shall attend a hearing before the arbitrator at which each
party shall submit a report setting forth its determination of the Expansion
Space Fair Market Value, together with such information on comparable rentals
and such other evidence as such party shall deem relevant. The arbitrator shall,
within 30 days following such hearing and submission of evidence, render his or
her decision by selecting the determination of the Expansion Space Fair Market
Value submitted by either Landlord or Tenant which, in the judgment of the
arbitrator, most nearly reflects the Expansion Space Fair Market Value. The
arbitrator shall have no power or authority to select any Expansion Space Fair
Market Value other than an Expansion Space Fair Market Value submitted by
Landlord or Tenant or to modify any of the terms and provisions of this Lease,
and the decision of the arbitrator shall be final and binding upon Landlord and
Tenant. Prior to the determination of the arbitrator, Tenant shall pay Fixed
Rent based on Landlord's determination of the Expansion Space Fair Market Value,
and following the arbitrator's final determination, the amount of any
overpayment or underpayment shall be adjusted between the parties.

                                       80


         Section 38.7 Agreement of Terms. Landlord and Tenant, at either party's
request, shall promptly execute and exchange an appropriate agreement evidencing
the leasing of the Expansion Space and the terms thereof in a form reasonably
satisfactory to both parties, but no such agreement shall be necessary in order
to make the provisions hereof effective.


                                   ARTICLE 39

                                 SATELLITE DISH

         Section 39.1 Right to Install Satellite Dish. (a) Tenant has the option
(the "Satellite Option"), subject to the availability of roof space as
determined by Landlord in its sole discretion, to install- and operate for its
own use (and not for broadcasting to others for a fee or for resale purposes) a
satellite dish, communication antenna, microwave equipment, other
telecommunications equipment and related equipment, mountings, wiring and
support (collectively, the "Satellite Dish") on a portion of the roof of the
Building in a location determined by Landlord in its sole discretion, provided
that (i) the size (which shall not exceed 2 square feet in diameter) and type of
such Satellite Dish shall be approved by Landlord, (ii) Tenant shall comply with
all applicable Requirements (including the obtaining of all required permits and
licenses, and the maintenance thereof and shall provide Landlord or its designee
with true and complete copies thereof prior to the installation or use of the
Satellite Dish), it being understood that Landlord shah, subject to
reimbursement for all reasonable out-of-pocket expenses, reasonably cooperate
with Tenant in connection therewith, including, without limitation, by executing
and delivering to Tenant such applications, instruments and other documents as
Tenant may reasonably request in connection therewith, (iii) the manner of
installation shall be approved by Landlord, which approval shall not be
unreasonably withheld, and (iv) the installation of Tenant's Satellite Dish
shall constitute an Alteration and shall be performed in accordance with the
provisions of Article 5. If Tenant shall exercise the Satellite Option, Landlord
will make available to Tenant, in accordance with Article 5, access to the roof
for the construction, installation, maintenance, repair, operation, replacement,
substitution and use of Tenant's Satellite Dish, as well as space in the
Building to run electrical and telecommunications conduits or cables from such
Satellite Dish to a point of entry in the Premises. All of the provisions of
this Lease shall apply to the construction, installation, maintenance, repair,
operation, replacement, substitution and use of the Satellite Dish, including
provisions relating to compliance with Requirements, insurance, indemnity,
repairs and maintenance as if the Satellite Dish were part of the Premises.
Tenant's Satellite Dish shall be treated for all purposes of this Lease as if it
were a Specialty Alteration. Tenant shall pay all costs of electricity in
connection with the use of the Satellite Dish.

             (b) Tenant's Satellite Dish may not cause interference or damage to
other tenants in or occupants of the Building or any Building Systems.

                                       81


             (c) Landlord shall charge Tenant an annual fee for the use of the
area where the Satellite Dish is placed equal to the established fee from time
to time in effect for the Building. Tenant shall pay such annual fee in equal
monthly installments, at the time and in the manner Fixed Rent is payable
hereunder.

         Section 39.2 Relocation. At any time following Tenant's installation of
the Satellite Dish, Landlord may, upon reasonable prior notice to Tenant, direct
Tenant to relocate such Satellite Dish to a location designated by Landlord on
the roof of the Building and providing substantially comparable reception and
transmission as was afforded by the prior location, and Tenant shall relocate
its Satellite Dish as soon as reasonably practicable thereafter (and, in any
event, within 30 days after receipt of Landlord's notice). The cost of
relocating the Satellite Dish shall be borne by Tenant if such relocation shall
be necessary due to any interference with other installations existing on the
date the Satellite Dish was installed, any Requirement or any act or omission of
Tenant (other than mere use), including Tenant's failure to comply with Section
39.1(b). If the relocation shall be required for any other reason, the cost of
the relocation shall be borne by Landlord.

         Section 39.3 Compliance with Requirements; Damage; Maintenance Taxes;
etc. (a) Landlord shall not be responsible for complying with any Requirements
(including the obtaining of any required permits or licenses, or the maintenance
thereof) relating to the Satellite Dish, nor shall Landlord be responsible for
any damage that may be caused to Tenant or the Satellite Dish by any other
tenant or occupant of the Building. Landlord makes no representation that
Tenant's Satellite Dish will be able to receive or transmit communication
signals without interference or disturbance (whether or not by reason of the
installation or use of similar equipment by others on the roof) and Tenant
agrees that Landlord shall not be liable to Tenant therefor, it being understood
that Landlord shall reasonably cooperate with Tenant to relocate, at Tenant's
sole expense, the Satellite Dish to an alternate location, to the extent
available at the Building, where the Satellite Dish will be able to receive or
transmit such communication signals without interference or disturbance.
Tenant's use and operation of the Satellite Dish shall also comply with all
Requirements.

             (b) Tenant, at Tenant's sole cost and expense, shall paint and
maintain the Satellite Dish in white or such other color as Landlord shall
determine (provided such color or painting of the Satellite Dish does not
adversely affect the operation of the Satellite Dish) and shall install such
lightning rods or air terminals on or about the Satellite Dish as Landlord may
reasonably require.

             (c) Tenant shall (i) be solely responsible for any damage caused as
a result of the use, installation or maintenance of the Satellite Dish, (ii)
promptly pay any tax, license, permit or other fees or charges imposed pursuant
to any Requirements relating to the construction, installation, maintenance,
repair, operation or use of the Satellite Dish, (iii) at its sole cost and
expense, promptly comply with all precautions and safeguards required by

                                       82


Landlord's insurance company and all Governmental Authorities in connection with
the ownership, use, installation or maintenance and operation of the Satellite
Dish, and (iv) at its sole cost and expense, maintain the Satellite Dish in a
safe and orderly condition, so as not to interfere with other tenants or
occupants in the Building or the operation by others of equipment on the roof of
the Building.

         Section 39.4 No Leasehold Interest. Tenant acknowledges and agrees that
the privileges granted Tenant under this Article 39, if exercised, shall not be
deemed to grant Tenant a leasehold or other real property interest in the
Building or any portion thereof in connection with the Satellite Dish.

                                       83


         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.


                                   TST 300 PARK, L.P., Landlord

                                   By: TST 300 PARK CORP., its general partner



                                   By:  /s/Bruce D. Saber
                                        ----------------------------


                                   Name:  Bruce D. Saber

                                   Title: Vice President




                                   GREENHILL & CO.  LLC, Tenant


                                   By: /s/ Jeffrey P. Williams
                                       -----------------------------
                                   Name:  Jeffrey P. Williams
                                   Title: Mng. Director


                                   Tenant's Federal Identification Number:


                                   13-3867900


                                       84




                                 ACKNOWLEDGMENT


STATE OF NEW YORK   )
                    ) s.s.:
COUNTY OF NEW YORK  )



         On this 11th day of February, in the year 2000 before me, the
undersigned, a Notary Public in and said State, personally appeared Jeffrey P.
Williams personally known to me or proved to me on the basis of satisfactory
evidence to be the individuals) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.



                                        /s/ Peter Krause
                                        ----------------
                                        Notary Public
                                                PETER C. KRAUSE
                                        NOTARY PUBLIC, State of New York
                                                 No. 31-5006691
                                             Qualified in New York
                                           Commission Expires 1/4/01





                                   EXHIBIT A

                                  FLOOR PLANS

         The floor plans which follow are intended solely to identify the
general location of the Premises, and should not be used for any other purpose.
All areas, dimensions and locations are approximate, and any physical conditions
indicated may not exist as shown.



                                  See Attached



                                  Exhibit A-1

Floor 23 - 300 Park Avenue [Graphic Omitted]



                                  Exhibit A-2

Floor 24 - 300 Park Avenue [Graphic Omitted]



                                   EXHIBIT B

                                  DEFINITIONS

         Affiliate: With respect to any Person, any other Person that, directly
or indirectly (through one or more intermediaries), Controls, is Controlled by,
or is under common Control with, such first Person.

         Base Rate: The annual rate of interest publicly announced from time to
time by Citibank, N.A., or its successor, in New York, New York as its "base
rate" (or such other term as may be used by Citibank, N.A., from time to time,
for the rate presently referred to as its "base rate").

         Building Systems: The mechanical, electrical, plumbing, sanitary,
sprinkler, heating, ventilation and air conditioning, security, life-safety,
elevator and other service systems or facilities of the Building up to (but not
including) the point of localized distribution to the Premises (excluding,
however, supplemental HVAC systems of tenants (including Tenant), sprinklers and
the horizontal distribution systems within and servicing the Premises and by
which mechanical, electrical, plumbing, sanitary, heating, ventilating and air
conditioning, security, life-safety and other service systems are distributed
from the base Building risers, feeders, panelboards, etc. for provision of such
services to the Premises).

         Business Days: All days, excluding Saturdays, Sundays and all days
observed by either the State of New York, the Federal Government or the labor
unions servicing the Building as holidays.

         Code: The Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.

         Consumer Price Index: The Consumer price Index for All Urban Customers,
CPI-U, published by the Bureau of Labor Statistics of the United States
Department of Labor, New York - Northern New Jersey-Long Island, NY-NJ-CT Area
`All Items' (1982-84=100), or any successor index thereto covering New York
City, appropriately adjusted. In the event that the Consumer Price Index is
converted to a different standard reference base or otherwise revised, the
determination of adjustments provided for herein shall be made with the use of
such conversion factor, formula or table for converting the Consumer Price Index
as may be published by the Bureau of Labor Statistics, or, if said Bureau shall
not publish the same, then with the use of such conversion factor, formula or
table as may be published by Prentice-Hall, Inc., or any other nationally
recognized publisher of similar statistical information. If the Consumer Price
Index ceases to be published, and there is no successor

                                       2


thereto, such other index as Landlord shall select and Tenant shall approve,
such approval not to be unreasonably withheld, shall be substituted for the
Consumer Price Index.

         Control: (i) (a) The ownership, directly or indirectly, of more than
50% of the voting stock of a corporation, or (b) in the case of any Person which
is not a corporation, the ownership, directly or indirectly, of more than 50% of
the beneficial ownership interest in such Person, or (ii) in the case of any
such Person, the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person.

         Cost Per Kilowatt Hour: (a) The total cost for electricity incurred by
Landlord to service the Building during a particular billing period (including
energy charges, demand charges, surcharges, time-of-day charges, fuel adjustment
charges, rate adjustment charges, taxes, rebates and any other factors used by
the public utility company in computing its charges to Landlord), divided by (b)
the total kilowatt hours purchased by Landlord to provide electricity to the
Building during such period.

         Deficiency: The difference between (a) the Fixed Rent and Additional
Rent for the period which otherwise would have constituted the unexpired portion
of the Term (assuming the Additional Rent for each year thereof to be the same
as was payable for the year immediately preceding such termination or re-entry),
and (b) the net amount, if any, of rents collected under any reletting effected
pursuant to the provisions of this Lease for any part of such period (after
first deducting from such rents all expenses incurred by Landlord in connection
with the termination of this Lease, Landlord's re-entry upon the Premises and
such reletting, including repossession costs, brokerage commissions, attorneys'
fees and disbursements, and alteration costs).

         Excluded Expenses: (a) Taxes; (b) franchise or income taxes imposed
upon Landlord; (c) mortgage amortization and interest; (d) leasing commissions;
(e) the cost of tenant installations and decorations incurred in connection with
preparing space for any Building tenant, including workletters and concessions;
(f) ground rent, if any; (g) wages, salaries and benefits paid to any persons
above the level of the immediate supervisor of the Building Manager and
excluding the wages, salaries and benefits of such supervisor to the extent such
supervisor provides services to buildings other than the Building; (h) legal and
accounting fees relating to (A) disputes with tenants, prospective tenants or
other occupants of the Building, (B) disputes with purchasers, prospective
purchasers, mortgagees or prospective mortgagees of the Building or the Real
Property or any part of either, or (C) negotiations of leases, contracts of sale
or mortgages; (i) costs of services provided to other tenants of the Building on
a "rent-inclusion" basis which are not provided to Tenant on such basis; (j)
costs that are reimbursed out of insurance, warranty or condemnation proceeds,
or which are reimbursable by Tenant or other tenants other than pursuant to an
expense escalation clause; (k) costs in the nature of penalties or fines; (l)
costs for services, supplies or repairs paid to any related entity in excess of
costs that would be payable in an "arm's length" or unrelated situation; (m)
allowances, concessions or other costs and expenses of

                                        3


improving or decorating any demised or demisable space in the Building; (n)
advertising and promotional expenses in connection with leasing of the Building;
(o) the costs of installing, operating and maintaining a specialty improvement,
including a cafeteria, lodging or private dining facility, or an athletic,
luncheon or recreational club unless Tenant is permitted to make use of any such
facility without additional cost or on a subsidized basis consistent with other
users; (p) any costs or expenses (including fines, interest, penalties and legal
fees) arising out of Landlord's failure to timely pay Operating Expenses or
Taxes; (q) costs incurred in connection with the removal, encapsulation or other
treatment of asbestos or any other Hazardous Materials existing in the Premises
as of the date hereof, and (r) the cost of capital improvements other than those
expressly included in Operating Expenses pursuant to Section 8.1 of this Lease.

         Governmental Authority (Authorities): The United States of America, the
City, County or State of New York, or any political subdivision, agency,
department, commission, board, bureau or instrumentality of any of the
foregoing, or any landmarks preservation agency (or other entity designated or
accepted for such purpose by any Governmental Authority or landmarks
preservation agency), now existing or hereafter created, having jurisdiction
over the Real Property or any portion thereof or the curbs, sidewalks, and areas
adjacent thereto.

         Hazardous Materials: Any substances, materials or wastes currently or
in the future deemed or defined in any Requirements as "hazardous substances",
"toxic substances", "contaminants", "pollutants" or words of similar import.

         HVAC Systems: The Building System designed to provide heating,
ventilation and air conditioning.

         Indemnitees: Landlord, Landlord's Agent, each Mortgagee and Lessor, and
each of their respective direct and indirect partners, officers, shareholders,
managers, directors, members, trustees, beneficiaries, employees, principals,
contractors, licensees, invitees, servants, agents and representatives.

         Lessor: A lessor under a Superior Lease. Mortgage(s): Any mortgage,
trust indenture or other financing document (including any assignment of leases
and rents) which may now or hereafter affect the Premises, the Real Property,
the Building or any Superior Lease and the leasehold interest created thereby,
and all renewals, extensions, supplements, amendments, modifications,
consolidations and replacements thereof or thereto, substitutions therefor, and
advances made thereunder.

         Mortgagee(s): Any mortgagee, trustee or other holder of a Mortgage.

                                       4


         Person: Any individual, corporation, partnership, limited liability
company, limited liability partnership, joint venture, estate, trust,
unincorporated association, business trust, tenancy-in common or other entity,
or any Governmental Authority.

         Prohibited Use: Any use or occupancy of the Premises that in Landlord's
reasonable judgment would be likely to: (a) cause damage to the Building, the
Premises or any equipment, facilities or other systems therein; (b) impair the
appearance of the Premises or the Building; (c) interfere with the efficient and
economical maintenance, operation and repair of the Premises or the Building or
the equipment, facilities or systems thereof; (d) adversely affect any service
provided to, and/or the use and occupancy by, any Building tenant or occupants;
(e) violate the certificate of occupancy issued for the Premises or the Building
or (f) adversely affect the image of the Building as a first-class office
location in midtown Manhattan. Prohibited Use also includes the use of any part
of the Premises for: (i) a restaurant or bar; (ii) the preparation, consumption,
storage, manufacture or sale of food or beverages (except in connection with
vending machines and/or warming kitchens installed for the use of Tenant's
employees only), liquor, tobacco or drugs; (iii) the business of photocopying,
multilith or offset printing (except photocopying in connection with Tenant's
own business); (iv) a typing or stenography business; (v) a school or classroom;
(vi) lodging or sleeping; (vii) the operation of retail facilities (meaning a
business whose primary patronage arises from the generalized solicitation of the
general public to visit Tenant's offices in person without a prior appointment)
of a savings and loan association or retail facilities of any financial,
lending, securities brokerage or investment activity; (viii) a payroll office;
(ix) a barber, beauty or manicure shop; (x) an employment agency, executive
search firm or similar enterprise; (xi) offices of any Governmental Authority,
any foreign government, the United Nations, or any agency or department of the
foregoing; (xii) the manufacture, retail sale, storage of merchandise or auction
of merchandise, goods or property of any kind to the general public which could
reasonably be expected to create a volume of pedestrian traffic substantially in
excess of that normally encountered in the Premises; (xiii) the rendering of
medical, dental or other therapeutic or diagnostic services; (xiv) a discount
drug store or discount clothing store or a "fast food" restaurant; or (xv) any
illegal purposes or any activity constituting a nuisance.

         Requirements: All present and future laws, rules, orders, ordinances,
regulations, statutes, requirements, codes and executive orders, extraordinary
and ordinary, of (i) all Governmental Authorities, including the Americans With
Disabilities Act, 42 U.S.C ss. 12101 (et seq.), New York City Local Law 58 of
1987, and any law of like import, and all rules, regulations and government
orders with respect thereto, and any of the foregoing relating to Hazardous
Materials, environmental matters, public health and safety matters and landmarks
preservation, (ii) any applicable fire rating bureau or other body exercising
similar functions, affecting the Real Property or the maintenance, use or
occupation thereof, or any street, avenue or sidewalk comprising a part of or in
front thereof or any vault in or under the same and (iii) all requirements of
all insurance bodies affecting the Premises.

                                       5


         Rules and Regulations: The rules and regulations annexed to and made a
part of this Lease as Exhibit F, as they may be modified from time to time by
Landlord.

         Specialty Alterations: Alterations consisting of kitchens, pantries,
executive bathrooms, raised computer floors, computer installations, safe
deposit boxes, vaults, libraries or file rooms requiring reinforcement of
floors, internal staircases, conveyors, dumbwaiters, and other Alterations of a
similar character.

         Substantial Completion: As to any construction performed by any party
in the Premises, including the Initial Installations, any Alterations or
Landlord's Work, "Substantial Completion" or "Substantially Completed" means
that such work has been completed, as reasonably determined by Landlord's
architect, in accordance with (a) the provisions of this Lease applicable
thereto, (b) the plans and specifications for such work, and (c) all applicable
Requirements, except for minor details of construction, decoration and
mechanical adjustments, if any, the non-completion of which does not materially
interfere with Tenant's use of the Premises or which, in accordance with good
construction practice, should be completed after the completion of other work to
be performed in the Premises ("Punch List Items").

         Superior Lease(s): Any ground or underlying lease of the Real Property
or any part thereof heretofore or hereafter made by Landlord and all renewals,
extensions, supplements, amendments, modifications, consolidations, and
replacements thereof.

         Tenant Delay: Any delay which results from any act or omission of any
Tenant Party, including delays due to changes in or additions to, or
interference with any work to be done by Landlord, or delays by Tenant in
submission of information approving working drawings or estimates or giving
authorizations or approvals.

         Tenant Party: Any of Tenant, any Affiliate of Tenant, any subtenant or
any other occupant of the Premises, or any of their respective direct or
indirect partners, officers, shareholders, directors, members, trustees,
beneficiaries, employees, principals, contractors, licensees, invitees,
visitors, servants, agents, or representatives.

         Tenant's Property: Tenant's movable fixtures and movable partitions,
telephone and other equipment, computer systems, trade fixtures, furniture,
furnishings, and other items of personal property which are removable without
material damage to the Premises or Building.

         Unavoidable Delays: Landlord's inability to fulfill or delay in
fulfilling any of its obligations under this Lease expressly or impliedly to be
performed by Landlord or Landlord's inability to make or delay in making any
repairs, additions, alterations, improvements or decorations or Landlord's
inability to supply or delay in supplying any equipment or fixtures, if
Landlord's inability or delay is due to or arises by reason of strikes,

                                       6


labor troubles or by accident, or by any cause whatsoever beyond Landlord's
reasonable control, including Requirements, laws, governmental preemption in
connection with a national emergency, shortages, or unavailability of labor,
fuel, steam, water, electricity or materials, or delays caused by Tenant or
other tenants, mechanical breakdown, acts of God, enemy action, civil commotion,
fire or other casualty.

                                       7


                                   EXHIBIT C

                                LANDLORD'S WORK


The following work (unless otherwise specifically provided herein) shall be of
material, manufacture, design, capacity, quality, finish and color of the
standard adopted by Landlord for the Building and, where quantities are
hereinafter specified, such quantities shall include any existing installations
to the extent useable and used in the performance of such work.


1.  Demolish the existing tenant installations in the Premises.

2.  Provide copies of the ACP-5 certificates for the demolition work described
    in item 1 above.

3.  Demise the 24th Floor Premises.

4.  Provide sprinkler OS&Y valve on each floor of the Building on which the
    Premises is located.

5.  Provide a point or points of connection for Tenant's class E fire alarm
    system in compliance with Requirements in a location designated by Landlord.

6.  Repair damaged perimeter fan coils, as required.

7.  Fireproof exposed structural steel columns and beams in the Premises where
    required.

8.  Install new exterior windows in the Premises. Landlord shall not be
    obligated to install the new clear-glass lot line windows until Tenant
    completes the installation of the sprinkler system in the Premises in
    compliance with Requirements applicable to clear-glass lot line windows.




                                   EXHIBIT D

                              HVAC SPECIFICATIONS


         The HVAC System shall be capable of maintaining 75 degrees Fahrenheit
plus or minus 2 degrees and 50% humidity (no humidity control), when outdoor
conditions are 92 degrees Fahrenheit dry bulb and 73 degrees Fahrenheit wet
bulb. The HVAC System shall be capable of maintaining 70 degrees Fahrenheit when
outdoor temperature is 15 degrees dry bulb. The HVAC System is designed based
upon (1) electrical usage of 4 watts per usable square foot for all purposes
(lighting and power), (2) occupancy rate of one person per 150 usable square
feet, (3) the provision of 20 CFM of outside air ventilation per person, (4) ail
windows in the Premises being closed and (5) shades fully drawn and partially
closed.



                                   EXHIBIT E

                            CLEANING SPECIFICATIONS


GENERAL CLEANING

NIGHTLY

     General Offices:

     1.   All hard surfaced flooring to be swept using approved dustdown
          preparation.

     2.   Carpet sweep all carpets, moving only light furniture (desks, file
          cabinets, etc. not to be moved).

     3.   Hand dust and wipe clean all furniture, fixtures and window sills.

     4.   Empty all waste receptacles and remove wastepaper.

     5.   Wash clean all Building water fountains and coolers.

     6.   Sweep all private stairways.

     Lavatories:

     1.   Sweep and wash all floors, using proper disinfectants.

     2.   Wash and polish all mirrors, shelves, bright work and enameled
          surfaces.

     3.   Wash and disinfect all basins, bowls and urinals.

     4.   Wash all toilet seats.

     5.   Hand dust and clean all partitions, tile walls, dispensers and
          receptacles in lavatories and restrooms.

     6.   Empty paper receptacles, fill receptacles from tenant supply and
          remove wastepaper.

     7.   Fill toilet tissue holders from tenant supply.

     8.   Empty and clean sanitary disposal receptacles.



WEEKLY

     1.   Vacuum all carpeting and rugs.

     2.   Dust all door louvers and other ventilating louvers within a person's
          normal reach.

     3.   Wipe clean all brass and other bright work.


QUARTERLY

     High dust premises complete including the following:

     1.   Dust all pictures, frames, charts, graphs and similar wall hangings
          not reached in nightly cleaning.

     2.   Dust all vertical surfaces, such as walls, partitions, doors, bucks
          and other surfaces not reached in nightly cleaning.

     3.   Dust all venetian blinds.

     4.   Wash all windows.

                                       2




                                   EXHIBIT F

                             RULES AND REGULATIONS

         1. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, blinds, shades, screens or other
obstructions shall be attached to or hung in or used in connection with any
exterior window or entry door of the Premises, without the prior written consent
of Landlord.

         2. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed to any part of the outside of the
Premises or Building or on the inside of the Premises if the same can be seen
from the outside of the Premises without the prior written consent of Landlord.
Lettering on doors, if and when approved by Landlord, shall be inscribed,
painted or affixed for Tenant in a size, color and style acceptable to Landlord.

         3. The grills, louvers, skylights, windows and doors that reflect or
admit light and/or air into the Premises, halls, passageways or other public
places in the Building shall not be covered or obstructed by Tenant, nor shall
any bottles, parcels or other article be placed on the window sills, radiators
or convectors.

         4. Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion, tends to impair the reputation of the Building or
its desirability as a Building for offices, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.

         5. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by Tenant or
used for any purpose other than ingress or egress to and from the Premises and
for delivery of merchandise, equipment and other personal property in prompt and
efficient manner, using elevators and passageways designated for such delivery
by Landlord.

         6. Except in those areas designated by Tenant as "security areas", all
locks or bolts of any kind shall be operable by the Grand Master Key. No locks
shall be placed upon any of the doors or windows by Tenant, nor shall any
changes be made in locks or the mechanism thereof which shall make such locks
inoperable by said Grand Master Key. Tenant shall, upon the termination of its
tenancy, turn over to Landlord all keys of stores, offices and toilet rooms,
either furnished to or otherwise procured by Tenant and in the event of the loss
of any keys furnished by Landlord, Tenant shall pay to Landlord the cost
thereof.

         7. Tenant shall keep the entrance door to the Premises closed at all
times.



         8. All removals or the carrying in or out of any freight, furniture,
packages, boxes, crates or any other object or matter of any description must
take place during Building standard hours. Landlord reserves the right to
inspect all objects and matter to be brought into the Building and to exclude
from the Building all objects and matter which violates any of these Rules and
Regulations or the lease of which these Rules and Regulations are a part.
Landlord may require that any person leaving the public areas of the Building
with any package, object or matter submit a pass, listing each package, object
or matter being removed, but the establishment and enforcement of such
requirement shall not impose any responsibility on Landlord for the protection
of Tenant against the removal of property from the Premises.

         9. There shall not be used in any space or in the public halls of the
Building, either by Tenant or by jobbers or any others in the moving or delivery
or receipt of safes, freight, furniture, packages, boxes, crates, paper, office
material or any other matter or thing, any hand trucks except those equipped
with rubber tires, side guards and such other safeguards as Landlord requires.

         10. None of Tenant's employees, visitors or contractors shall be
permitted to have access to the Building's roof, mechanical, electrical or
telephone rooms without permission from Landlord.

         11. Tenant shall not make or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of this or neighboring
Buildings or premises or those having business with them.

         12. Tenant shall not lay floor tile, or other similar floor covering so
that the same shall come in direct contact with the floor of the Premises and,
if such floor covering is desired to be used, an interlining of builder's
deadening felt shall be first affixed to the floor by a paste or other material,
soluble in water, the use of cement or other similar adhesive material being
expressly prohibited.

         13. Neither Tenant nor any of Tenant's servants, employees, agents,
visitors or licensees shall at any time bring or keep upon the Premises any
hazardous material, inflammable, combustible or explosive fluid, chemical or
substance except such minimal quantities as are incidental to normal office
occupancy.

         14. Tenant shall not use or keep, or permit to be used or kept, any
hazardous or toxic materials or any foul or noxious gas or substance in the
Premises, permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by
reason of noise, odors, vibrations or interfere in any way with other tenants or
those having business therein.

                                       2


         15. Tenant shall not cause or permit any odors of cooking or other
processes or any unusual or objectionable odors to emanate from the Premises
which would annoy other tenants or create a public or private nuisance.

         16. Except as specifically provided in the Lease, Tenant shall not do
any cooking or conduct any restaurant, luncheonette or cafeteria for the sale or
service of food or beverages to its employees or to others.

         17. Tenant may, at its sale cost and expense and subject to compliance
with all applicable requirements of the Lease, install and maintain vending
machines for the exclusive use by Tenant, its officers, employees and business
guests, provided that each machine, where necessary, shall have a waterproof pan
thereunder and be connected to a drain. Tenant shall not permit the delivery of
any food or beverage to the Premises, except by persons approved by Landlord,
which approval shall not be unreasonably withheld or delayed.

         18. Tenant shall not employ any person or persons other than the
janitor of Landlord for the purpose of cleaning the Premises, unless otherwise
agreed to by Landlord in writing. Tenant shall not cause any unnecessary labor
by reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness.

         19. Tenant shall store all its trash, garbage and recyclables within
its Premises. No material shall be disposed of which may result in a violation
of any law or ordinance governing such disposal. All garbage and refuse disposal
shall be made only through entry ways and elevators provided for such purposes
and at such times as Landlord shall designate. Tenant shall use Building's
hauler.

         20. Tenant shall, at its expense, provide artificial light for the
employees of Landlord while doing janitor service or other cleaning, and in
making repairs or alterations in the Premises.

         21. Tenant shall not mark, paint, drill into or in any way deface any
part of the Premises or the Building, except with the prior written consent of
Landlord in the case of the Premises, which consent shall not be unreasonably
withheld. No boring, cutting or stringing of wires shall be permitted, except
with prior written consent of Landlord, and as Landlord may direct.

         22. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein.
All damages resulting from any misuse of the fixtures shall be borne by Tenant
who or whose servants, employees, agents, visitors or licensees shall have
caused the same.

                                       3


         23. Tenant, before closing and leaving the Premises at any time, shall
see that all lights, water, faucets, etc. are turned off. All entrance doors in
the Premises shall be left locked by Tenant when the Premises are not in use.

         24. No bicycles, in-line roller skates, vehicles or animals of any kind
(except for seeing eye dogs) shall be brought into or kept by Tenant in or about
the Premises or the Building.

         25. Canvassing, soliciting and peddling in the Building is prohibited
and Tenant shall cooperate to prevent the same.

         26. The Premises shall not be used for lodging or sleeping or for an
immoral or illegal purposes.

         27. The Premises shall not be used for manufacturing, for the storage
of merchandise, or for the sale of merchandise, goods or property of any kind at
auction or otherwise, except as specifically permitted by the Lease.

         28. Tenant shall not occupy or permit any portion of the Premises as an
office for a public stenographer or public typist or for the possession,
storage, manufacture of sale of narcotics, dope or tobacco in any form or as a
barber or manicure shop or as an employment bureau. Tenant shall not engage or
pay any employees on the Premises, except those actually working for Tenant on
the Premises, nor advertise for labor giving an address at the Premises.

         29. Tenant shall not accept barbering or bootblacking services in the
Premises, from any company or persons not approved by Landlord, which approval
shall not be unreasonably withheld, and at hours and under regulations other
than as reasonably fixed by Landlord.

         30. The requirements of Tenant will be attended to only upon written
application at the office of the building, except in the event of any emergency
condition. Employees of Landlord or Landlord's agents shall not perform any work
or do anything outside of the regular duties, unless under special instructions
from the office of Landlord or in response to an emergency condition.

         31. Tenant shall be responsible for the delivery and pick up of all
mail from the United States Post office.

         32. Landlord reserves the right to exclude from the Building between
the hours of 6 P.M. and 8 AM. and at all hours on Saturdays, Sundays and
holidays observed by the Building all persons who do not present a pass to the
Building signed or approved by Landlord, which approval shall not be
unreasonably withheld. Tenant shall be responsible

                                       4


for all persons for whom a pass shall be issued at the request of Tenant and
shall be liable to Landlord for all acts of such persons.

         33. In accordance with the alteration section of the Lease, Landlord is
entitled to review and approve architectural and engineering drawings. The
review/alteration of Tenant drawings and/or specifications by Tishman Speyer
Properties and any of its representative is not intended to verify Tenant's
engineering or design requirements and/or solutions. The review/alteration is
performed to determine compatibility with the Building Systems and lease
conditions.

         34. Tenant renovations are to be performed by those contractors and
subcontractors on the Landlord's approved contractor's list, adhere to the
Building's applicable Standard Operating Procedures, be compatible with Building
Class E System and other common systems, etc.

         35. Landlord may waive anyone or more of these Rules and Regulations
for the benefit of any particular tenant or tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in favor
of any other tenant or tenants, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all of the tenants of the
Building.

         36. Landlord shall not be responsible to Tenant or to any other person
for the non-observance or violation of these Rules and Regulations by any other
tenant or other person. Tenant shall be deemed to have read the Rules and
Regulations and to have agreed to abide by them as a condition to its occupancy
of the Premises.

         37. These Rules and Regulations are in addition to, and shall not be
constructed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of the Lease.

                                       5


                                   EXHIBIT G

            SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

         THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") made as of the __ day of      , 2000, by and among SUNAMERICA LIFE
INSURANCE COMPANY, an Arizona corporation, its successors or assigns ("Lender"),
___________ a _____________ ("Tenant"), and TST 300 PARK, L.P., a Delaware
limited partnership ("Landlord").

                                  WITNESSETH:

         WHEREAS, Lender has agreed to make a loan (the "Loan") in the maximum
principal amount of $168,000,000.00 to Landlord;

         WHEREAS, the Loan will be evidenced by a promissory note (the "Note")
dated as of June 15, 1999 made by Landlord to order of Lender and was secured
by, among other things, that certain Agreement of Confirmation Reaffirmation,
Consolidation and Modification of Mortgage and Note dated as of June 15, 1999
(the "Mortgage") made by Landlord to Lender covering the land (the "Land")
described on Schedule A hereto and all improvements (the "Improvements") now or
hereafter located on the land (the Land and the Improvements hereinafter
collectively referred to as the "Mortgaged Property"); and

         WHEREAS, by a lease dated as of       , 2000 (which lease, as the same
may have been amended and supplemented, is hereinafter called the "Lease"),
Landlord leased to Tenant approximately       square feet of space located in
the Improvements (the "Premises"); and

         WHEREAS, the parties hereto desire to make the Lease subject and
         subordinate to the Mortgage.

         NOW, THEREFORE, the parties hereto, in consideration of the covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby agree as follows:

         1.

The Lease, as the same may hereafter be modified, amended or extended, and all
of Tenant's right, title and interest in and to the Premises and all rights,
remedies and options of Tenant under the Lease, are and shall be unconditionally
subject and subordinate to the Mortgage and the lien thereof, to all the terms,
conditions and provisions of the Mortgage, to each and every advance made or
hereafter made under the Mortgage, and to all renewals, modifications,
consolidations, replacements, substitutions and extensions of the Mortgage, so



that at all times the Mortgage shall be and remain a lien on the Mortgaged
Property prior and superior to the Lease for all purposes; provided, however,
and Lender agrees, that so long as (A) no event has occurred and no condition
exists, which would entitle Landlord to terminate the Lease or would cause,
without further action of Landlord, the termination of the Lease or would
entitle Landlord to dispossess Tenant from the Premises, (B) the term of the
Lease has commenced and Tenant is in possession of the Premises, (C) the Lease
shall be in full force and effect and shall not have been otherwise modified or
supplemented in any way without Lender's prior written consent, (D) Tenant shall
duly confirm its attornment to Lender or its successor or assign by written
instrument as set forth in Paragraph 3 hereof, (E) neither Lender nor its
successors or assigns shall be liable under any warranty of construction
contained in the Lease or any implied warranty of construction, and (F) all
representations and warranties made herein by Tenant shall be true and correct
as of the date of such attornment; then, and in such event Tenant's leasehold
estate under the Lease shall not be terminated, Tenant's possession of the
Premises shall not be disturbed by Lender and Lender will accept the attornment
of Tenant.

         2.

Notwithstanding anything to the contrary contained in the Lease, Tenant hereby
agrees that in the event of any act, omission or default by Landlord or
Landlord's agents, employees, contractors, licensees or invitees which would
give Tenant the right, either immediately or after the lapse of a period of
time, to terminate the Lease, or to claim a partial or total eviction, or to
reduce the rent payable thereunder or credit or offset any amounts against
future rents payable thereunder, Tenant will not exercise any such right (i)
until it has given written notice of such act, omission or default to Lender by
delivering notice of such act, omission or default, in accordance with Paragraph
8 hereof, and (ii) until a period of not less than sixty (60) days for remedying
such act, omission or default shall have elapsed following the giving of such
notice. Notwithstanding the foregoing, in the case of any default of Landlord
which cannot be cured within such sixty (60) day period, if Lender shall within
such period proceed promptly to cure the same (including such time as may be
necessary to acquire possession of the Premises if possession is necessary to
effect such cure) and thereafter shall prosecute the curing of such default with
diligence, then the time within which such default may be cured by Lender shall
be extended for such period as may be necessary to complete the curing of the
same with diligence. Lender's cure of Landlord's default shall not be considered
an assumption by Lender of Landlord's other obligations under the Lease. Unless
Lender otherwise agrees in writing, Landlord shall remain solely liable to
perform Landlord's obligations under the Lease (but only to the extent required
by and subject to the limitation included with the Lease), both before and after
Lender's exercise of any right or remedy under this Agreement. If Lender or any
successor or assign becomes obligated to perform as Landlord under the Lease,
such person or entity will be released from those obligations when such person
or entity assigns, sells or otherwise transfers its interest in the Premises or
the Mortgaged Property.

                                       2


         3.

Without limitation of any of the provisions of the Lease, in the event that
Lender succeeds to the interest of Landlord or any successor to Landlord, then
subject to the provisions of this Agreement including, without limitation,
Paragraph 1 above, the Lease shall nevertheless continue in full force and
effect and Tenant shall and does hereby agree to attorn to and accept Lender and
to recognize Lender as its Landlord under the Lease for the then remaining
balance of the term thereof, and upon request of Lender, Tenant shall execute
and deliver to Lender an agreement of attornment reasonably satisfactory to
Lender.

         4.

If Lender succeeds to the interest of Landlord or any successor to Landlord, in
no event shall Lender have any liability for any act or omission of any prior
landlord under the Lease which occurs prior to the date Lender succeeds to the
rights of Landlord under the Lease, nor any liability for claims, offsets or
defenses which Tenant might have had against Landlord. In no event shall Lender
have any personal liability as successor to Landlord and Tenant shall look only
to the estate and property of Lender in the Land and the Improvements for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) requiring the payment of money in the event of any default by
Lender as Landlord under the Lease, and no other property or assets of Lender
shall be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant's remedies under or with respect to the Lease.

         5.

Tenant agrees that no prepayment of rent or additional rent due under the Lease
of more than one month in advance, and no amendment, modification, surrender or
cancellation of the Lease, and no waiver or consent by Landlord under the terms
of the Lease, shall be binding upon or as against Lender, as holder of the
Mortgage, and as Landlord under the Lease if it succeeds to that position,
unless consented to in writing by Lender. In addition, and notwithstanding
anything to the contrary set forth in this Agreement, Tenant agrees that Lender,
as holder of the Mortgage, and as Landlord under the Lease if it succeeds to
that position, shall in no event have any liability for the performance or
completion of any initial work or installations or for any loan or contribution
or rent concession towards initial work, which are required to be made by
Landlord (A) under the Lease or under any related Lease documents or (B) for any
space which may hereafter become part of said Premises, and any such requirement
shall be inoperative in the event Lender succeeds to the position of Landlord
prior to the completion or performance thereof. Tenant further agrees with
Lender that Tenant will not voluntarily subordinate the Lease to any lien or
encumbrance without Lender's prior written consent.

                                       3


         6.

This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute and be
construed as one and the same instrument.

         7.

All remedies which Lender may have against Landlord provided herein, if any, are
cumulative and shall be in addition to any and all other rights and remedies
provided by law and by other agreements between Lender and Landlord or others.
If any party consists of multiple individuals or entities, each of same shall be
jointly and severally liable for the obligations of such party hereunder.

         8.

All notices to be given under this Agreement shall be in writing and shall be
deemed served upon receipt by the addressee if served personally or, if mailed,
upon the first to occur of receipt or the refusal of delivery as shown on a
return receipt, after deposit in the United States Postal Service certified
mail, postage prepaid, addressed to the address of Landlord, Tenant or Lender
appearing below, or, if sent by telegram, when delivered by or refused upon
attempted delivery by the telegraph office. Such addresses may be changed by
notice given in the same manner. If any party consists of multiple individuals
or entities, then notice to anyone of same shall be deemed notice to such party.


Lender's Address:


                           One SunAmerica Center
                           Century City
                           Los Angeles, California 90067
                           Attention: William Petak


Tenant's Address:
                           ----------------------------

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

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

                           Attention: _________________

                                       4


Landlord's Address:

                           c/o Tishman Speyer Properties, L.P.
                           520 Madison Avenue
                           New York, New York 10022
                           Attention: General Counsel


         9.

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

         10.

This Agreement shall apply to, bind and inure to the benefit of the parties
hereto and their respective successors and assigns. As used herein "Lender"
shall include any subsequent holder of the Mortgage.

         11.

Tenant acknowledges that Landlord has assigned to Lender its right, title and
interest in the Lease and to the rents, issues and profits of the Mortgaged
Property and the Property pursuant to the Mortgage, and that Landlord has been
granted the license to collect such rents provided no Event of Default has
occurred under, and as defined in, the Mortgage. Tenant agrees to pay all rents
and other amounts due under the Lease directly to Lender upon receipt of written
demand by Lender, and Landlord hereby consents thereto. The assignment of the
Lease to Lender, or the collection of rents by Lender pursuant to such
assignment, shall not obligate Lender to perform Landlord's obligations under
the Lease.

                                       5


         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                                    LENDER:

                                    SUNAMERICA LIFE INSURANCE
                                    COMPANY, an Arizona corporation



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


                                    LANDLORD:

                                    TST 300 PARK, L.P., a Delaware Limited
                                    Partnership

                                    By: TST 300 Park Corp., its general partner


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


                                    TENANT:

                                                    , a
                                    ----------------   -----------


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


                                       6




                                 ACKNOWLEDGMENT



STATE OF CALIFORNIA    )
                       ) s.s.:
COUNTY OF ___________  )



         On this __ day of      , in the year 2000 before me, the undersigned, a
Notary Public in and for said State, personally appeared ______, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument on
behalf of SunAmerica Life Insurance Company and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.





                                             ------------------------------
                                             Notary Public






                                 ACKNOWLEDGMENT



STATE OF NEW YORK      )
                       ) s.s.:
COUNTY OF NEW YORK     )



         On this __ day of December, in the year 2000 before me, the
undersigned, a Notary Public in and for said State, personally appeared ________
______________ , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument on behalf of and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.





                                             ------------------------------
                                             Notary Public






                                 ACKNOWLEDGMENT



STATE OF NEW YORK      )
                       ) s.s.:
COUNTY OF NEW YORK     )



        On this __ day of       , in the year 2000 before me, the undersigned,
a Notary Public in and for said State, personally appeared _______________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
on behalf of TST 300 Park, L.P. and acknowledged to me that he/she/they executed
the same in his/her/their capacity(ies), and that by his/her/their signature(s)
on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.



                                             ------------------------------
                                             Notary Public



                                   SCHEDULE A

                            DESCRIPTION OF THE LAND


ALL THAT CERTAIN plot, piece or parcel of land, situate, lying and being in the
Borough of Manhattan, City, County and State of New York bounded and described
as follows:

BEGINNING at the corner formed by the intersection of the northerly side of East
49th Street with the westerly side of Park Avenue;

RUNNING THENCE westerly along the northerly side of East 49th Street, 211 feet;

THENCE northerly parallel with Park Avenue and part of the way through a party
wall 100 feet 5 inches to the center line of the block;

THENCE easterly along the center line of the block, 83 feet;

THENCE northerly again parallel with Park Avenue part of the way through a party
wall, 100 feet 5 inches to the southerly side of East 50th Street;

THENCE easterly along the southerly side of East 50th Street, 128 feet to the
corner formed by the intersection of the southerly side of East 50th Street and
the westerly side of Park Avenue;

THENCE southerly along the westerly side of Park Avenue, 200 feet 10 inches to
the point or place of BEGINNING.










                                                                   Exhibit 10.11

                            FIRST AMENDMENT OF LEASE

          AGREEMENT dated as of June 15, 2000 between TST 300 PARK, L.P., a
Delaware limited partnership ("Landlord"), c/o Tishman Speyer Properties, L.P.,
520 Madison Avenue, New York, New York 10022, and GREENHILL & CO. LLC, a New
York limited liability company ("Tenant"), having an office at 31 West 52nd
Street, New York, New York 10019.

                                     RECITAL

          Landlord and Tenant entered into a certain Lease made as of February
18, 2000 (the "Lease"), covering the entirety of the 23rd and a portion of the
24th floors of 300 Park Avenue, New York, New York (the "Building"), as more
particularly described in the Lease. The parties now wish to amend the Lease (a)
to include as part of the space demised thereunder the remainder of the 24th
floor of the Building (the "Added Space"), and (b) in other respects set forth
below.

          Accordingly, in consideration of the understandings set forth in this
Agreement, the parties covenant and agree as follows:

          1. All capitalized words and phrases not defined in this Agreement
shall have the same meanings as in the Lease.

          2. This Agreement shall amend the Lease in the respects set forth
below as of the date hereof (the "Effective Date").

          3. Article 1 of the Lease is modified to read in its entirety as
follows:



                                   "ARTICLE 1

                             BASIC LEASE PROVISIONS

PREMISES                              The entire 23rd floor (the "23rd Floor
                                      Premises") and the entire 24th floor (the
                                      "24th Floor Premises" and, together with
                                      the 23rd Floor Premises, collectively the
                                      "Premises") of the Building, substantially
                                      as shown on Exhibits A-1 and A-2,
                                      respectively.

BUILDING                              The building, fixtures, equipment and
                                      other improvements and appurtenances now
                                      located or hereafter erected, located or
                                      placed upon the land known as 300



                                      Park Avenue and 45 East 49th Street, New
                                      York, New York.

REAL PROPERTY                         The Building, together with the plot of
                                      land upon which it stands.

COMMENCEMENT DATE                     The date on or after July 1, 2000 which is
                                      the earlier to occur of (a) the date upon
                                      which items 1, 2 and 3 of Landlord's Work
                                      (the "Pre-Delivery Work") shall be
                                      Substantially Completed in accordance with
                                      the terms of this Lease, and (b) the date
                                      Tenant (or any person claiming by, through
                                      or under Tenant) occupies any part of the
                                      Premises for the conduct of its business.

RENT COMMENCEMENT DATE                The date which is the 113th day after the
                                      Commencement Date.

EXPIRATION DATE                       The date which is the last day of the
                                      month in which the tenth anniversary of
                                      the Commencement Date occurs or, if the
                                      term of this Lease shall be extended in
                                      accordance with any express provision
                                      hereof, the last day of any renewal or
                                      extended term.

TERM                                  The period commencing on the Commencement
                                      Date and ending on the Expiration Date.

PERMITTED USES                        Executive and general offices for the
                                      transaction of Tenant's business and uses
                                      incidentally related thereto.

BASE TAX YEAR                         The Tax Year commencing on July 1, 2000
                                      and ending on June 30, 2001.

BASE EXPENSE YEAR                     Calendar year 2000.




TENANT'S PROPORTIONATE                (a) As to Operating Expenses:


                                       2


SHARE                                 4.326 percent.

                                      (b) As to Taxes:

                                      4.147 percent.

AGREED AREA OF BUILDING               (a) As to Operating Expenses:

                                      695,298 rentable square feet.

                                      (b) As to Taxes:

                                      725,280 rentable square feet.

AGREED AREA OF PREMISES               (a) As to the 23rd Floor Premises:

                                      18,614 rentable square feet;

                                      (b) As to the 24th Floor Premises:

                                      11,465 rentable square feet,

                                      comprising 30,079 rentable square feet in
                                      the aggregate, which rentable square
                                      footage has been mutually determined by
                                      Landlord and Tenant for purposes of this
                                      Lease and Landlord makes no representation
                                      whatsoever as to the actual square feet
                                      contained in the Premises or the Building
                                      or any portions thereof but the Agreed
                                      Area of Building was calculated on a basis
                                      consistent with the calculation of the
                                      Agreed Area of Premises.

FIXED RENT                            (i) $1,944,740.00 per annum ($162,061.67
                                      per month) for the period commencing on
                                      the Rent Commencement Date and ending on
                                      the day preceding the 5th anniversary of
                                      the Commencement Date, both dates
                                      inclusive; and (ii) $2,100,056.00 per
                                      annum ($175,004.67 per month) for the
                                      period commencing on the 5th anniversary
                                      of the Commencement Date



                                       3





                                      and ending on the Expiration Date, both
                                      dates inclusive.

ADDITIONAL RENT                       All sums other than Fixed Rent payable by
                                      Tenant to Landlord under this Lease,
                                      including Tenant's Tax Payment, Tenant's
                                      Operating Payment, late charges, overtime
                                      or excess service charges, and interest
                                      and other costs related to Tenant's
                                      failure to perform any of its obligations
                                      under this Lease.

RENT                                  Fixed Rent and Additional Rent,
                                      collectively.

INTEREST RATE                         The lesser of (i) four percent per annum
                                      above the then current Base Rate charged
                                      by Citibank, N.A. or its successor, or
                                      (ii) the maximum rate permitted by
                                      applicable law.

SECURITY DEPOSIT                      $1,944,740.00, which amount is subject to
                                      adjustment pursuant to Section 35.5.

BROKER                                Insignia/ESG, Inc.

LANDLORD'S AGENT                      Tishman Speyer Properties, L.P. or any
                                      other person designated at any time and
                                      from time to time by Landlord as
                                      Landlord's Agent and their successors and
                                      assigns.

LANDLORD'S CONTRIBUTION               $904,345.


All capitalized terms used in the text of this Lease without definition are
defined in this Article 1 or in Exhibit B."

          4. From and after the Commencement Date and subject to the provisions
of this Section, Landlord shall provide Tenant with 15 tons of condenser water
to the Added Space from 6:00 p.m. to 8:00 a.m. on Business Days and all other
times on non-Business Days, in accordance with Section 11.7 of the Lease
(including, but not limited to, payment for such water and related "tap-in" fee
and reduction of tonnage) provided that Tenant demonstrates the need (in
Landlord's sole judgment) for such condenser water. If, in Landlord's sole
judgment, Tenant's requirements for such condenser water shall necessitate
installation of an additional water tower,


                                       4



piping or other proper and necessary equipment, the same shall, at Tenant's
request, be installed by Landlord (provided, without limitation, that (i) such
installation is practicable, (ii) such additional water tower, piping or other
equipment is permissible under applicable laws and insurance regulations, and
(iii) the installation of such water tower, piping or other equipment will not
cause permanent damage or injury to the Building or the Premises, cause or
create a dangerous or hazardous condition, excessive or unreasonable
alterations, interfere with or disturb other tenants or occupants of the
Building or prevent Landlord from allocating condenser water to future or
present tenants of the Building) and any cost thereof or any cost associated in
any way with the provision of such condenser water to Tenant shall be paid by
Tenant. Any such costs incurred by Landlord shall be paid by Tenant within 30
days after the rendition of a bill therefor.

          5. As of the date hereof, Section 11.7 of the Lease shall be amended
by inserting the words "on Business Days and all other times on non-Business
Days" after the reference to "from 6:00 p.m. to 8:00 a.m." contained in the
first sentence thereof.

          6. Within one year after the Commencement Date, Tenant may request
that an additional level of capacity to accommodate a demand load of up to 3
watts of electricity per useable square foot of the Premises be made available
to Tenant, provided that Tenant demonstrates the need (in Landlord's sole
judgment) for such additional electrical capacity. Landlord, in Landlord's sole
judgment shall determine if the same is available through the existing Building
facilities and, if and to the extent the same is so available, Landlord shall
furnish same to Tenant. If, in Landlord's sole judgment, Tenant's requirements
for electricity shall necessitate installation of an additional riser, risers or
other proper and necessary equipment, the same shall, at Tenant's request, be
installed by Landlord (provided, without limitation, that (i) such installation
is practicable, (ii) such additional feeders and risers are permissible under
applicable laws and insurance regulations, and (iii) the installation of such
feeders or risers will not cause permanent damage or injury to the Building or
the Premises, cause or create a dangerous or hazardous condition, excessive or
unreasonable alterations, interfere with or disturb other tenants or occupants
of the Building, prevent Landlord from allocating electricity to future or
present tenants of the Building, or exceed the limits of the switchgear) and any
cost thereof and any cost associated in any way with the provision of such
additional electrical capacity to Tenant shall be paid by Tenant. Any such costs
incurred by Landlord shall be paid by Tenant within 30 days after the rendition
of a bill therefor. If Tenant fails to utilize any excess electric capacity for
one year or more, Landlord shall have the right at any time to reduce the
electric capacity available to Tenant to the maximum electric capacity
previously and ordinarily used by Tenant but in no event to less than the
electric capacity set forth in Section 16.1 of the Lease.

          7. (a) Landlord has retained Landlord's Agent as leasing agent in
connection with the Lease and this Agreement each in respect of the Added Space
and Landlord will be solely responsible for any fee that may be payable to
Landlord's Agent. Each of Landlord and Tenant represents and warrants to the
other that it has not dealt with any broker in connection with the Lease and
this Agreement each in respect of the Added Space other than Insignia/ESG, Inc.
and that to the best of its knowledge and belief, no other broker, finder or
like entity


                                       5



procured or negotiated the Lease and this Agreement each in respect of the Added
Space or is entitled to any fee or commission in connection herewith. The
execution and delivery of this Agreement by each party shall be conclusive
evidence that each party has relied upon the foregoing representations and
warranties.

          (b) Each of Landlord and Tenant shall indemnify, defend and hold the
other party harmless from and against any and all costs, expenses, claims and
liabilities (including reasonable attorneys' fees and disbursements) which the
indemnified party may incur by reason of any claim of or liability to any
broker, finder or like agent (other than Insignia/ESG, Inc.) arising out of any
dealings claimed to have occurred between the indemnifying party and the
claimant in connection with the Lease and this Agreement each in respect of the
Added Space, and/or the above representation being false. The provisions of this
Section shall survive the expiration or earlier termination of this Agreement or
the Lease.

          8. Each reference to "$1,207,584", "$805,056", and "$402,528"
contained in Sections 35.5(c) and (b) of the Lease is deleted and reference to
"$1,458,555", "$972,370" and "$486,185" are substituted therefor, respectively,
in each case as applicable.

          9. As of the Effective Date, Exhibit A-2 is deleted from the Lease and
Exhibit A-2 attached hereto is substituted therefor.

          10. Sections 36.2 and 36.3 of the Lease are incorporated in this
Agreement as if set forth herein at length, except that each reference therein
to "this Lease", hereunder and words of similar import shall mean this
Agreement.

          11. Tenant represents and warrants to Landlord that (a) Tenant knows
of no defense or counterclaim to the enforcement of the Lease; (b) Tenant is not
entitled to any reduction, offset or abatement of the rent payable under the
Lease; (c) Tenant is not in default of any of its obligations or covenants, and
has not breached any of its representations or warranties, under the Lease; and
(d) Tenant knows of no default by Landlord under the Lease.

          12. (a) Except as amended hereby, the Lease shall remain unmodified
and in full force and effect and is hereby ratified and confirmed. All reference
in the Lease to the "Lease" shall mean the Lease as modified by this Agreement.

          (b) Each of Landlord and Tenant represents and warrants to the other
party that the execution of this Agreement by such party is duly authorized and
that this Agreement is binding on it.

          (c) Each of Landlord and Tenant acknowledges that this Agreement shall
not be binding upon either party until each party shall have executed this
Agreement and a fully executed counterpart of this Agreement shall have been
delivered to each party unconditionally.

          (d) This Agreement shall bind and inure to the benefit of the
successors and permitted assigns of the parties hereto.


                                       6



          (e) The Lease, as amended by this Agreement, and the rights and
obligations of the parties thereunder and hereunder shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and to be performed wholly within such state.

          (f) This Agreement sets forth the entire agreement of the parties
hereto with respect to the subject matter hereof. Neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated except by a writing
signed by each of the parties hereto.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                   TST 300 PARK, L.P, Landlord


                                   By: TST 300 Park Corp., its general partner


                                   By: /s/ Andrew J. Nathan
                                       -----------------------------------------
                                       Name: Andrew J. Nathan
                                       Title: Vice President


                                   GREENHILL & CO., LLC


                                   By: /s/ Jeffrey P. Williams
                                       -----------------------------------------
                                       Name: Jeffrey P. Williams
                                       Title: Managing Director


                                       7



                                   EXHIBIT A-2

                                [attached hereto]
                                [Graphic Omitted]


                                       8



                               TST 300 PARK, L.P.

BY OVERNIGHT MAIL

October 24, 2001

Greenhill & Co. LLC
300 Park Avenue
New York, NY 10022
Attn: James Wildasin

Dear Mr. Wildasin:

Reference is made to the Lease between TST 300 Park, L.P. ("Landlord") and
Greenhill & Co. LLC ("Tenant"), dated February 18, 2000 as amended (the
"Lease"). All capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Lease.

When the Lease was entered into, Landlord owned both 300 Park Avenue and the
neighboring building located at 45 East 49th Street (now an ING bank branch).
Since both buildings were part of the same tax lot, the Taxes and Tenant's
Proportionate Share used to calculate Tenant's Tax Payment included the real
estate taxes attributable to 45 East 49th Street.

On June 26, 2000, Landlord sold 45 East 49th Street, which comprised 4,851
square feet, to a third party. Following the closing of this transaction, the
tax lot was split, resulting in 45 East 49th Street having its own tax lot
separate from 300 Park Avenue's tax lot. Accordingly, we would like to confirm
with you the following items in order for the Lease to reflect this transaction:

     (1)  The Building will no longer include 45 East 49th Street;

     (2)  Tenant's Proportionate Share for Taxes shall be 4.175%; and

     (3)  The Agreed Area of Building for Taxes shall be 720,429 rentable square
          feet.

We have adjusted the Taxes payable for the Base Tax Year to exclude the real
estate taxes attributable to 45 East 49th Street, which adjustment is based on
an unofficial apportionment issued by the New York City Department of Finance.
We expect this apportionment to be finalized by July 2002 with no further
adjustments. A statement setting forth our estimate of Tenant's Tax Payment for
the 01/02 fiscal tax year is enclosed.

As 45 East 49th Street was excluded from Tenant's Proportionate Share and Agreed
Area of Building relating to Operating Expenses, no modifications to those
provisions are necessary.



Page 2 of 2

If the foregoing meets with your approval, please sign the enclosed copy of this
letter in the place indicated below and return it to us.

If you have questions regarding this matter, please call Dianna Mounsey at (212)
715-0123.

Very truly yours,

TST 300 PARK, L.P.


By: TST 300 Park Corp., its general partner


By: /s/ Paul A. Galiano
    ------------------------------
    Name: Paul A. Galiano
    Title: Vice President

ACCEPTED AND AGREED TO:

GREENHILL & CO. LLC


By: /s/ Harold J. Rodriguez, Jr.
    --------------------------------
    Name:  Harold J. Rodriguez, Jr.
    Title: Chief Financial Officer










                                                                  Exhibit 10.12


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

                               TST 300 PARK, L.P.,

                                                                        Landlord

                                       and

                            MCCARTER & ENGLISH, LLP,

                                                                          Tenant

                                   ----------

                                      LEASE

                                   ----------

                            Premises: The Entire Eighteenth Floor

                                      300 Park Avenue
                                      New York, New York

                            Dated:    April 21, 2000

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



                                TABLE OF CONTENTS

Article 1 Basic Lease Provisions...............................................1
Article 2 Premises, Term, Rent.................................................3
Article 3 Use And Occupancy....................................................5
Article 4 Condition Of The Premises............................................6
Article 5 Alterations..........................................................8
Article 6 Floor Load..........................................................13
Article 7 Repairs.............................................................13
Article 8 Increases In Taxes And Operating Expenses...........................15
Article 9 Requirements Of Law.................................................21
Article 10 Subordination......................................................23
Article 11 Services...........................................................26
Article 12 Insurance; Property Loss Or Damage; Reimbursement..................30
Article 13 Destruction - Fire Or Other Cause..................................32
Article 14 Eminent Domain.....................................................34
Article 15 Assignment And Subletting..........................................36
Article 16 Electricity........................................................45
Article 17 Access To Premises.................................................48
Article 18 Default............................................................50
Article 19 Remedies And Damages...............................................52
Article 20 Landlord's Right To Cure; Fees And Expenses........................55
Article 21 No Representations By Landlord: Landlord's Approval................56
Article 22 End Of Term........................................................57
Article 23 Quiet Enjoyment....................................................58
Article 24 No Surrender; No Waiver............................................58
Article 25 Waiver Of Trial By Jury............................................59
Article 26 Inability To Perform...............................................59
Article 27 Notices............................................................60
Article 28 Rules And Regulations..............................................60
Article 29 Partnership Tenant.................................................61
Article 30 Vault Space........................................................62
Article 31 Broker.............................................................63
Article 32 Indemnity..........................................................63
Article 33 Adjacent Excavation; Shoring.......................................65
Article 34 Tax Status Of Beneficial Owners....................................65
Article 35 Security Deposit...................................................66
Article 36 Miscellaneous......................................................68
Article 37 Renewal Option.....................................................71
Article 38 Arbitration........................................................73


                                       i



EXHIBITS:

     A - Floor Plan

     B - Definitions

     C - Heating, Ventilation and Air Conditioning Specifications

     D - Cleaning Specifications

     E - Rules and Regulations

     F - Letter of Credit

     G -Nondisturbance Agreement


                                       ii



                                      LEASE

          LEASE, made as of the 21st day of April, 2000, between TST 300 PARK,
L.P. (the "Landlord"), a Delaware limited partnership, having an office c/o
Tishman Speyer Properties, L.P. 520 Madison Avenue, New York, New York 10022 and
MCCARTER & ENGLISH, LLP a New Jersey limited liability partnership (the
"Tenant"), having an office at Four Gateway Center, 100 Mulberry Street, P. O.
Box 652, Newark, New Jersey 07101-0652.

          Landlord and Tenant hereby covenant and agree as follows:



                                    ARTICLE 1

                             BASIC LEASE PROVISIONS

PREMISES                         The entire eighteenth floor of the Building,
                                 substantially as shown on Exhibit A.

BUILDING                         The building, fixtures, equipment and other
                                 improvements and appurtenances now located or
                                 hereafter erected, located or placed upon the
                                 land known as 300 Park Avenue and 45 East 49th
                                 Street, New York, New York.

REAL PROPERTY                    The Building, together with the plot of land
                                 upon which it stands.

COMMENCEMENT DATE                The date on or after July 1, 2000 upon which
                                 Landlord delivers possession of the Premises to
                                 Tenant in accordance with the terms of this
                                 Lease.

RENT COMMENCEMENT DATE           The date which is the four-month anniversary of
                                 the Commencement Date.

EXPIRATION DATE                  The date which is the last day of the month in
                                 which the tenth anniversary of the Commencement
                                 Date occurs or, if the term of this Lease shall
                                 be extended in accordance with any express
                                 provision hereof, the last day of any renewal
                                 or extended term.

TERM                             The period commencing on the Commencement Date
                                 and ending on the Expiration Date.



PERMITTED USES                   Executive and general offices for the
                                 transaction of Tenant's business (including a
                                 law firm). As incidental to the foregoing uses
                                 and in connection with Tenant's business Tenant
                                 may also use portions of the Premises for (a) a
                                 mail room; (b) a word processing center; (c)
                                 reproduction and copying facilities; (d)
                                 computer and communication systems; (e) file
                                 rooms; and (f) pantries;

BASE TAX YEARS                   The Tax Year commencing on July 1, 1999 and
                                 ending on June 30, 2000 and the Tax Year
                                 commencing on July 1, 2000 and ending on June
                                 30, 2001.

BASE EXPENSE YEAR                Calendar year 2000.

TENANT'S PROPORTIONATE SHARE     (a) As to Operating Expenses:

                                 2.787 percent.

                                 (b) As to Taxes:

                                 2.671 percent.

AGREED AREA OF BUILDING          (a) As to Operating Expenses:

                                 695,298 rentable square feet.

                                 (b) As to Taxes:

                                 725,280 rentable square feet.

AGREED AREA OF PREMISES          19,375 rentable square feet, as mutually
                                 determined by Landlord and Tenant for purposes
                                 of this Lease, without any representation by
                                 Landlord whatsoever as to the actual square
                                 feet contained in the Premises or the Building
                                 or any portions thereof.

FIXED RENT                       (i) $1,288,437.50 per annum ($107,369.79 per
                                 month) for the period commencing on the Rent
                                 Commencement Date and ending on the day
                                 preceding the fifth anniversary of the
                                 Commencement Date, both dates inclusive; and
                                 (ii) $1,404,687.50 per annum ($117,057.29 per
                                 month) for the period commencing on the fifth
                                 anniversary of the Commencement Date and



                                       2





                                 ending on the Expiration Date, both dates
                                 inclusive.

ADDITIONAL RENT                  All sums other than Fixed Rent payable by
                                 Tenant to Landlord under this Lease, including
                                 Tenant's Tax Payment, Tenant's Operating
                                 Payment, late charges, overtime or excess
                                 service charges, and interest and other costs
                                 related to Tenant's failure to perform any of
                                 its obligations under this Lease.

RENT                             Fixed Rent and Additional Rent, collectively.

ELECTRICAL INCLUSION FACTOR      $48,437.50.

INTEREST RATE                    The lesser of (i) two percent per annum above
                                 the then current Base Rate charged by Citibank,
                                 N.A. or its successor, or (ii) the maximum rate
                                 permitted by applicable law.

SECURITY DEPOSIT                 $1,550,000.

BROKER                           The Staubach Company.

LANDLORD'S AGENT                 Tishman Speyer Properties, L.P. or any other
                                 person designated at any time and from time to
                                 time by Landlord as Landlord's Agent and their
                                 successors and assigns.

LANDLORD'S CONTRIBUTION          $678,125.


All capitalized terms used in the text of this Lease without definition are
defined in this Article 1 or in Exhibit B.

                                   ARTICLE 2

                              PREMISES, TERM, RENT

     Section 2.1 Lease of Premises. Subject to the terms of this Lease, Landlord
leases to Tenant and Tenant leases from Landlord the Premises for the Term. In
addition, Landlord grants to Tenant the right to use, on a non-exclusive basis
and in common with other tenants, the lobby area and other Building common
elements and common facilities serving the Premises.


                                       3



     Section 2.2 Payment of Rent. (a) Tenant shall pay to Landlord, without
notice or demand, and without any set-off, counterclaim, abatement or deduction
whatsoever, except as may be expressly set forth in this Lease, in lawful money
of the United States by wire transfer of funds to Landlord's account, as
designated by Landlord, or, at Tenant's election, by check drawn upon a bank
which is a member of the New York Clearing House Association or other bank
approved by Landlord, which approval Landlord shall not unreasonably withhold:
(i) Fixed Rent in equal monthly installments, in advance, on the first (1st) day
of each calendar month during the Term, commencing on the Rent Commencement
Date, and (ii) Additional Rent, at the times and in the manner set forth in this
Lease.

          (b) Tenant shall make each payment of Fixed Rent and Additional Rent
to Landlord at P. O. Box 31127, Hartford, Connecticut 06150-1127, and each such
payment shall reference the Building. The payment instructions contained in the
preceding sentence shall not be withdrawn or modified by Landlord without the
prior written consent of SunAmerica Life Insurance Company ("SunAmerica") or
SunAmerica's agent, David Cronheim Mortgage Corporation, or any successor agent
appointed by SunAmerica and of which SunAmerica has notified Tenant (the
"Servicer"), or pursuant to a joint written instruction from Landlord and
SunAmerica or the Servicer. Until Tenant shall receive written instructions to
the contrary from SunAmerica or the Servicer, Tenant shall continue to make all
payments of Fixed Rent and Additional Rent as provided in this Section 2.2(b).

     Section 2.3 First Month's Rent. Tenant shall pay one month's Fixed Rent
upon the execution and delivery of this Lease. If the Rent Commencement Date is
on the first day of a month, such payment shall be credited towards the first
month's Fixed Rent payment. If the Rent Commencement Date is not the first day
of a month, then on the Rent Commencement Date Tenant shall pay Fixed Rent for
the period from the Rent Commencement Date through the last day of such month,
and the payment made by Tenant on the date of execution and delivery of this
Lease shall be credited towards Fixed Rent for the next succeeding calendar
month.

     Section 2.4 Interest. If Tenant shall fail to pay any installment or other
payment of Rent when due, interest shall accrue on such installment or payment
as a late charge, from the date such installment or payment became due until the
date paid at the Interest Rate.


                                       4



                                    ARTICLE 3

                                USE AND OCCUPANCY

     Section 3.1 (a) Permitted Uses. Tenant shall use and occupy the Premises
for the Permitted Uses and for no other purpose. Tenant shall not use or occupy
or permit the use or occupancy of any part of the Premises in a manner
constituting a Prohibited Use. If Tenant uses or suffers the use of the Premises
for a purpose which constitutes a Prohibited Use or violates any Requirement, or
which causes the Building to be in violation of any Requirement, then Tenant
shall promptly discontinue such use upon notice of such violation. Tenant's
failure to promptly (and, in all events, within 10 days after such notice)
discontinue such use shall be a material default hereunder and Landlord shall
have the right, without Tenant having any further period in which to cure, (i)
to terminate this Lease immediately, and (ii) to exercise any and all rights and
remedies available to Landlord at law or in equity.

          (b) Licenses and Permits. Tenant, at its expense, shall obtain and at
all times maintain and comply with the terms and conditions of all licenses and
permits required for the lawful conduct of the Permitted Uses in the Premises.
Landlord represents that the Certificate of Occupancy issued for the Building
permits the use of the Premises as offices.

     Section 3.2 Prohibited Uses. (a) Notwithstanding anything in this Lease to
the contrary, in no event shall the Premises be used or occupied by a Person,
the principal business of which at the time such use or occupancy is
contemplated shall be the manufacture or sale of soaps, detergents, laundry
products, toilet articles, pet products or pet food or cosmetics or the
principal business of which shall be that of Colgate-Palmolive Company
("Colgate"), or its parent or one of its significant subsidiaries or affiliates
then occupying any portion of the Building or which includes in the name under
which such Person conducts business or in the name of any of its products or
services either or both of the names "Colgate" or "Palmolive" or the name of any
such subsidiary or affiliate or Person into which Colgate may merge or any
parent company of Colgate or any simulation of any such names.

          (b) Tenant covenants that it shall not occupy the Premises, and shall
not sublease space in the Premises to any Person, whose (i) primary use of such
space is the display or sale of electronic equipment, or (ii) primary business
is or shall be the sale, manufacture or distribution of electronic equipment.
Landlord's determination that any such use or business is primary (as opposed to
incidental) shall be final and binding on the parties.

          (c) Landlord represents to Tenant as of the date of this Lease that no
lease for space in the Building restricts the use of the Premises as general and
executive offices of a law firm.

     Section 3.3 Use of Name "Colgate-Palmolive Building." So long as Colgate
(or any of its subsidiaries, affiliates or parents) shall be a tenant in the
Building, the use of the name "Colgate-Palmolive Building" as a designation of
the Building has been reserved for


                                       5



the use of Colgate and any other tenants in the Building which obtain the
written consent of Colgate to use the same. Tenant hereby covenants and agrees
that it will not use the name "Colgate-Palmolive Building," or any simulation or
abbreviation thereof, as its address either on stationery, by listing in the
telephone book, or in other printed matter, publication or picture or rendering
or in advertising matter of any sort unless such use is approved in writing by
Colgate and Landlord. Tenant covenants that any sublease of any space in the
Premises shall contain a similar restriction binding the subtenant.

     Section 3.4 Delivery of Premises. (a) Landlord shall not be liable for
failure to deliver possession of the Premises on any specified date and such
failure shall not impair the validity of this Lease (except as provided in
Section 3.4(b)) or extend the Term, but in the case of the holding over or
retention of possession by any tenant of the Premises, Landlord shall, at
Landlord's sole expense, after 10 days following the date such holding over
tenant was obligated to vacate the Premises commence and diligently prosecute a
legal action or proceeding to obtain possession of the Premises. Landlord shall
be deemed to have delivered possession of the Premises to Tenant upon the giving
of notice by Landlord to Tenant stating that the Premises are vacant, and
available for Tenant's occupancy. The provisions of this Article are intended to
constitute "an express provision to the contrary" within the meaning of Section
223-a of the New York Real Property Law or any successor Requirement.

          (b) If Landlord fails to deliver vacant possession of the Premises to
Tenant prior to January 1, 2002 (the "Outside Delivery Date"), Tenant shall have
the right exercisable by notice given to Landlord on or before the date that is
30 days after the Outside Delivery Date, as its sole and exclusive remedy
therefor, to cancel this Lease. If Tenant timely delivers the aforesaid
cancellation notice (which notice may not be given prior to the Outside Delivery
Date), this Lease shall terminate 30 days after the date of such notice, unless
Landlord delivers vacant possession of the Premises within such 30 day period,
in which case Tenant's cancellation notice shall be void and this Lease shall
continue in full force and effect. Failure by tenant to exercise such right to
cancel this Lease within 30 days after the Outside Date shall constitute a
waiver of such right; time being of the essence with respect thereto.

                                    ARTICLE 4

                            CONDITION OF THE PREMISES

     Section 4.1 Condition. Tenant has inspected the Premises and agrees (a) to
accept possession of the Premises in the "as is" condition existing on the
Commencement Date, (b) that neither Landlord nor Landlord's agents have made any
representations or warranties with respect to the Premises or the Building
except as expressly set forth herein, and (c) except for Landlord's Contribution
as expressly set forth in Section 4.2 hereof, Landlord has no obligation to
perform any work, supply any materials, incur any expense or make any
alterations or improvements to the Premises to prepare the Premises for Tenant's
occupancy. Any work to be performed by Tenant in connection with Tenant's
initial occupancy of the


                                       6



Premises shall be referred to hereinafter as the "Initial Installations".
Tenant's occupancy of any part of the Premises for the conduct of its ordinary
business shall be conclusive evidence, as against Tenant, that Tenant has
accepted possession of the Premises in its then current condition and at the
time such possession was taken, the Premises and the Building were in a good and
satisfactory condition as required by this Lease.

     Section.4.2 Landlord's Contribution. (a) Landlord agrees to pay to Tenant
an amount not to exceed Landlord's Contribution toward the cost of the Initial
Installations (excluding any "soft-costs" (other than architectural,
engineering, permit and construction consulting fees not in excess of $67,812.50
plus an amount equal to any "tap-in" fee paid by Tenant pursuant to Section
11.11) and Tenant's Property), provided that as of the date on which Landlord is
required to make payment thereof pursuant to Section 4.2(b): (i) this Lease is
in full force and effect, and (ii) no Event of Default then exists. Tenant shall
pay all costs of the Initial Installations in excess of Landlord's Contribution.
Landlord's Contribution shall be payable solely on account of labor directly
related to the Initial Installations and materials delivered to the Premises in
connection with the Initial Installations (excluding any "soft-costs" (other
than architectural, engineering, permit and construction consulting fees not in
excess of $67,812.50 plus an amount equal to any "tap-in" fee paid by Tenant
pursuant to Section 11.11) and Tenant's Property). Tenant shall not be entitled
to receive any portion of Landlord's Contribution not actually expended by
Tenant in the performance of the Initial Installations in accordance with this
Section 4.2, nor shall Tenant have any right to apply any unexpended portion of
Landlord's Contribution as a credit against Rent or any other obligation of
Tenant hereunder. Upon the completion of the Initial Installations and
satisfaction of the conditions set forth in Section 4.2, or upon the occurrence
of the date which is twelve months after the Commencement Date (which date shall
be extended by reason of strikes, labor trouble or any other similar cause
beyond Tenant's control in performing the Initial Installations), whichever
first occurs, any amount of Landlord's Contribution which has not been
previously disbursed shall be retained by Landlord; provided, however, that
notwithstanding anything contained herein to the contrary, the applicable
portion of such retained amounts shall continue to be held for the benefit of
Tenant by Landlord if Tenant delivers a notice to Landlord prior to satisfaction
of the conditions set forth in Section 4.2 that it is in dispute with any
contractors, subcontractors, vendors or other providers of service and refuses
to make payments at such time or if any contracts provide for retainage which
has not then been finally paid.

          (b) Landlord shall make progress payments to Tenant on a monthly
basis, for the work performed during the previous month, up to 90% of Landlord's
Contribution. Each of Landlord's progress payments shall be limited to an amount
equal to the aggregate amounts theretofore paid by Tenant (as certified by the
chief financial officer of Tenant and by Tenant's independent architect) to
Tenant's contractors, subcontractors and material suppliers which have not been
subject to previous disbursements from Landlord's Contribution multiplied by
90%. Provided that Tenant delivers requisitions to Landlord on or prior to the
10th day of any month, such progress payments shall be made within 30 days next
following the delivery to Landlord of requisitions therefor, signed by the chief
financial


                                       7



officer of Tenant, which requisitions shall set forth the names of each
contractor and subcontractor to whom payment is due, and the amount thereof, and
shall be accompanied by (i) with the exception of the first requisition, copies
of partial waivers of lien from all contractors, subcontractors, and material
suppliers covering all work and materials which were the subject of previous
progress payments by Landlord and Tenant, (ii) a written certification from
Tenant's architect that the work for which the requisition is being made has
been completed substantially in accordance with the plans and specifications
approved by Landlord and (iii) such other documents and information as Landlord
may reasonably request, including in connection with title drawdowns and
endorsements. Any requisition made following the 10th day of any month shall be
paid no later than the last day of the month following the month in which such
requisitions are made. Landlord shall disburse any amount retained by it
hereunder upon submission by Tenant to Landlord of Tenant's requisition therefor
accompanied by all documentation required under this Section 4.2(b), together
with (A) proof of the satisfactory completion of all required inspections and
issuance of any required approvals, permits and sign-offs for the Initial
Installation by Governmental Authorities having jurisdiction thereover, (B)
final "as-built" plans and specifications for the Initial Installations as
required pursuant to Section 5.1(c) and (C) issuance of final lien waivers by
all contractors, subcontractors and material suppliers covering all of the
Initial Installations. Notwithstanding anything to the contrary set forth in
this Section 4.2(b), if Tenant does not pay any contractor or supplier as
required by this provision, Landlord shall have the right, but not the
obligation, to promptly pay to such contractor or supplier all sums so due from
Tenant, and Tenant agrees the same shall be deemed Additional Rent and shall, at
Landlord's election, (x) be paid by Tenant within 10 days after Landlord
delivers to Tenant an invoice therefor or (y) offset by Landlord against
Landlord's Contribution. The right to receive Landlord's Contribution is for the
exclusive benefit of Tenant, and in no event shall such right be assigned to or
be enforceable by or for the benefit of any third party, including any
contractor, subcontractor, materialman, laborer, architect, engineer, attorney
or other Person.

                                    ARTICLE 5

                                   ALTERATIONS

     Section 5.1 Tenant's Alterations. (a) Tenant shall not make any
alterations, additions or other physical changes in or about the Premises,
including the Initial Installations (collectively, "Alterations"), other than
decorative Alterations such as painting, wall coverings and floor coverings
(collectively, "Decorative Alterations"), without Landlord's prior consent,
which may be withheld in Landlord's sole discretion. Notwithstanding the
foregoing, Landlord shall not unreasonably withhold its consent to Alterations
so long as such Alterations (i) are non-structural and do not adversely affect
the Building Systems, (ii) are performed only by Landlord's designated
contractors or by contractors approved by Landlord to perform such Alterations,
(iii) affect only the Premises


                                       8



and are not visible from outside of the Premises or the Building, (iv) do not
affect the certificate of occupancy issued for the Building or the Premises, (v)
do not adversely affect any service furnished by Landlord to Tenant or to any
other tenant of the Building and (vi) do not violate any Requirement or cause
the Premises or the Building to be non-compliant with any Requirement.

          (b) Plans and Specifications. Prior to making any Alterations, Tenant,
at its expense, shall (i) submit to Landlord for its approval, detailed plans
and specifications (including layout, architectural, mechanical, electrical,
plumbing, sprinkler and structural drawings) of each proposed Alteration (other
than Decorative Alterations), and with respect to any Alteration affecting any
Building System, Tenant shall submit proof that the Alteration has been designed
by, or reviewed and approved by, Landlord's designated engineer for the affected
Building System, (ii) obtain all permits, approvals and certificates required by
any Governmental Authorities, (iii) furnish to Landlord certificates of worker's
compensation (covering all persons to be employed by Tenant, and Tenant's
contractors and subcontractors in connection with such Alteration) and
comprehensive public liability (including property damage coverage) insurance
and Builder's Risk coverage (issued on a completed value basis) all in such
form, with such companies, for such periods and in such amounts as Landlord may
reasonably require, naming Landlord, Landlord's managing agent, and their
respective employees and agents, any Lessor and any Mortgagee as additional
insureds and (iv) furnish to Landlord such other evidence of Tenant's ability to
complete and to fully pay for such Alterations (other than Decorative
Alterations) as is reasonably satisfactory to Landlord. Upon Tenant's request,
Landlord shall reasonably cooperate with Tenant in obtaining any permits,
approvals or certificates required to be obtained by Tenant in connection with
any permitted Alteration (if the provisions of the applicable Requirement
require that Landlord join in such application), provided that Tenant shall
reimburse Landlord for any reasonable out-of-pocket cost, expense or liability
in connection therewith. Tenant shall give Landlord not less than 5 Business
Days' notice prior to performing any Decorative Alteration which notice shall
contain a description of such Decorative Alteration. If Landlord shall deny any
request for approval to any Alteration, Landlord shall provide Tenant with a
reasonably detailed explanation of the reason(s) for such denial. Any plans and
specifications resubmitted by Tenant to Landlord for Landlord's approval
reflecting changes or additions made to such plans and specifications as
requested by Landlord ("Tenant's Resubmission") shall be approved or denied by
Landlord, subject to Section 5.1(a), within 5 Business Days following Tenant's
Resubmission. If Landlord shall fail to respond to Tenant's request for approval
to any Initial Installations within 15 Business Days following the submission of
final and complete plans and specifications thereof (or within 5 Business Days
after Tenant's Resubmission), as applicable, Landlord shall be deemed to have
granted such approval, provided Landlord fails to respond to Tenant within 5
Business Days after receipt of a second notice from Tenant (which notice may
only be sent if Landlord failed to respond within said 15 or 5 Business Day
period, as aforesaid, and such notice shall expressly state in bold letters that
Landlord's failure to timely respond thereto shall be deemed approval of the
Initial Installations which are the subject of such notice).


                                       9



          (c) Governmental Approvals. Upon completion of any Alterations,
Tenant, at its expense, shall promptly obtain certificates of final approval of
such Alterations required by any Governmental Authority and shall furnish
Landlord with copies thereof, together with "as-built" plans and specifications
for such Alterations (other than Decorative Alterations), prepared on an Autocad
Computer Assisted Drafting and Design system (or such other system or medium as
Landlord may accept) using naming conventions issued by the American Institute
of Architects in June, 1990 (or such other naming convention as Landlord may
accept) and magnetic computer media of such record drawings and specifications,
translated in DXF format or another format acceptable to Landlord.

     Section 5.2 Manner and Quality of Alterations. All Alterations shall be
performed (a) in a good and workmanlike manner and free from defects, (b) in
accordance with the plans and specifications as required under Section 5.1, and
by contractors approved by Landlord, (c) under the supervision of a licensed
architect reasonably satisfactory to Landlord (other than Decorative
Alterations), and (d) in compliance with all Requirements, the terms of this
Lease, all standard procedures and regulations then prescribed by Landlord for
all work performed in the Building. All materials and equipment to be used in
the Premises shall be of first quality and at least equal to the applicable
standards for the Building then established by Landlord, and no such materials
or equipment (other than Tenant's Property) shall be subject to any lien or
other encumbrance. At Tenant's request and if and to the extent Landlord
maintains such a list, Landlord shall furnish Tenant with a list of contractors
(containing at least 3 contractors for each trade other than in respect of any
Building System) approved by Landlord, who may perform on behalf of Tenant the
types of Alterations described in such request. If Tenant engages any contractor
set forth on such list, Tenant shall not be required to obtain Landlord's
consent to such contractor unless, prior to the execution of an agreement
between Tenant (either directly or through another contractor or subcontractor)
and such contractor (or, if no written agreement is entered into, prior to the
commencement of work by the contractor), Landlord shall notify Tenant that such
contractor has been removed from such list. If Landlord shall not then maintain
a list of approved contractors for the Building, Landlord shall not unreasonably
withhold or delay its approval of any reputable contractor proposed by Tenant
(except for those contractors performing work on Building Systems), provided
such contractor shall provide Landlord with appropriate positive references and
proof of financial responsibility reasonably satisfactory to Landlord.

     Section 5.3 Removal of Tenant's Property. Tenant's Property shall be and
remain the property of Tenant and Tenant may remove the same at any time on or
before the Expiration Date. On or prior to the Expiration Date or sooner
termination of the Term, Tenant shall, at Tenant's expense, remove all of
Tenant's Property and, unless otherwise directed by Landlord, remove any
Specialty Alteration. Landlord shall advise Tenant at the time of Landlord's
approval of the plans and specifications therefor, as to whether Tenant will be
required to remove a Specialty Alteration other than as aforesaid, provided
Tenant requests in writing (using bold letters) that Landlord advise Tenant of
such removal obligation with submittal of the applicable plans and
specifications, and if Landlord shall fail


                                       10



to so advise, Landlord shall be deemed to have waived Tenant's obligation to
remove such Specialty Alteration. At least 30 days prior to commencing the
removal of any Specialty Alterations Tenant shall notify Landlord of its
intention to remove such Specialty Alterations, and if Landlord notifies Tenant
within such 30 day period, Tenant shall not remove such Specialty Alterations,
and the Specialty Alterations not so removed shall become the property of
Landlord upon the Expiration Date or sooner termination of the Term. Tenant
shall repair and restore, in a good and workmanlike manner, any damage to the
Premises or the Building caused by Tenant's removal of any Specialty Alterations
or Tenant's Property, and upon default thereof, Tenant shall reimburse Landlord,
on demand, for Landlord's cost of repairing and restoring such damage. Any
Specialty Alterations or Tenant's Property not removed on or before the
Expiration Date or sooner termination of the Term shall be deemed abandoned and
Landlord may either retain the same as Landlord's property or remove and dispose
of same, and repair and restore any damage caused thereby, at Tenant's cost and
without accountability to Tenant. Other than as described in this Section,
Tenant shall have no obligation to remove any Alterations from the Premises upon
the expiration or sooner termination of the Term.

     Section 5.4 Mechanic's Liens. Tenant, at its expense, shall discharge any
lien or charge filed against the Premises or the Real Property in connection
with any work claimed or determined in good faith by Landlord to have been done
by or on behalf of, or materials claimed or determined in good faith by Landlord
to have been furnished to, Tenant, within 10 days after Tenant's receipt of
notice thereof by payment, filing the bond required by law or otherwise in
accordance with law.

     Section 5.5 Labor Relations. Tenant shall not employ, or permit the
employment of, any contractor, mechanic or laborer, or permit any materials to
be delivered to or used in the Building, if, in Landlord's sole judgment, such
employment, delivery or use will interfere or cause any conflict or disharmony
with other contractors, mechanics or laborers engaged in the construction,
maintenance or operation of the Building by Landlord, Tenant or others, or the
use and enjoyment of the Building by other tenants or occupants. In the event of
such interference, conflict or disharmony, upon Landlord's request, Tenant shall
cause all contractors, mechanics or laborers causing such interference or
conflict to leave the Building immediately.

     Section 5.6 Tenant's Costs. Tenant shall pay to Landlord or its designee,
within 10 days after demand, all out-of-pocket costs actually incurred by
Landlord in connection with (a) Landlord's review of the Alterations and plans
and specifications in connection therewith requiring Landlord consent therefor
by Landlord's outside structural and/or mechanical engineers and (b) the
provision of Building personnel required to be made available at additional
expense during the performance of any Alteration required by trade union policy
or otherwise, to operate elevators or otherwise to facilitate Tenant's
Alterations. In addition, if Tenant's Alterations (other than Tenant's Property)
shall cost more than $25,000, Tenant shall pay to Landlord or its designee, upon
demand, an administrative fee in respect of the performance of such Alterations
and the scheduling of Building equipment


                                       11



facilities and personnel in connection therewith equal to three percent of the
total cost of such Alterations.

     Section 5.7 Tenant's Equipment. Tenant shall not move any heavy machinery,
heavy equipment, freight, bulky matter or fixtures (collectively, "Equipment")
into or out of the Building without Landlord's prior consent and payment to
Landlord of any costs incurred by Landlord in connection therewith. If such
Equipment requires special handling, Tenant agrees (a) to employ only persons
holding a Master Rigger's License to perform such work, (b) all work performed
in connection therewith shall comply with all applicable Requirements and (c)
such work shall be done only during hours designated by Landlord.

     Section 5.8 Legal Compliance. The approval of plans or specifications, or
consent by Landlord to the making of any Alterations, does not constitute
Landlord's agreement or representation that such plans, specifications or
Alterations comply with any Requirements or the certificate of occupancy issued
for the Building. Landlord shall have no liability to Tenant or any other party
in connection with Landlord's approval of any plans and specifications for any
Alterations, or Landlord's consent to Tenant's performing any Alterations. If as
the result of any Alterations made by or on behalf of Tenant, Landlord is
required to make any alterations or improvements to any part of the Building in
order to comply with any Requirements, whether or not in or near the Premises,
Tenant shall pay all costs and expenses incurred by Landlord in connection with
such alterations or improvements as provided in Article 20.

     Section 5.9 Window Pockets. Tenant shall, as part of the Initial
Installations, design and construct the perimeter of the ceiling of each floor
of the Premises which is adjacent to any exterior window (other than any
exterior window which is immediately adjacent to any terrace or setback which
abuts the Premises) with pockets to permit the windows in the Premises to open,
which design and construction shall be subject to Landlord's prior approval.

     Section 5.10 Access. Tenant shall have the right, subject to the terms of
this Article 5 and the terms of leases covering the affected space, to reinforce
the floors of the Premises and Landlord shall use reasonable efforts, at no cost
to Landlord, to obtain access for Tenant (which may be under the supervision of
Landlord) to the ceiling of the 17th floor of the Building in order to enable
Tenant to reinforce such floors, subject to the rights of tenants occupying such
floor, not interfering with the design of the space of such tenants, not placing
water or waste lines over electrical, HVAC and computer equipment and the
provisions of this Article. In addition, Tenant shall, upon the request of
Landlord, restore such ceiling upon the expiration or earlier termination of the
Term.


                                       12



                                    ARTICLE 6

                                   FLOOR LOAD

     Section 6.1 Floor Load. Tenant shall not place a load upon any floor of the
Premises that exceeds 50 pounds per square foot "live load". Landlord reserves
the right to reasonably designate the position of all Equipment which Tenant
wishes to place within the Premises, and to place limitations on the weight
thereof.

                                    ARTICLE 7

                                     REPAIRS

     Section 7.1 Landlord's Repair and Maintenance. Landlord shall operate,
maintain and, except as provided in Section 7.2 hereof, make all necessary
repairs (both structural and nonstructural) to (a) the Building Systems up to
the point of connection to the Premises, (b) the structural components of the
Building, including, without limitation, the roof of the Building, and (c) the
public portions of the Building, both exterior and interior, in conformance with
standards applicable to first-class renovated office buildings of comparable age
and quality in midtown Manhattan.

     Section 7.2 Tenant's Repair and Maintenance. Tenant shall promptly, at its
expense and in compliance with Article 5 of this Lease, (a) make all
nonstructural repairs to the Premises and the fixtures, equipment and
appurtenances therein as and when needed to preserve the Premises in good
working order and condition, except for reasonable wear and tear and damage for
which Tenant is not responsible pursuant to this Lease, and (b) replace damaged
doors, signs and glass (other than exterior window glass) in and about the
Premises. Without limiting the foregoing, all damage to the Premises or to any
other part of the Building, or to any fixtures, equipment, sprinkler system
and/or appurtenances thereof, whether requiring structural or nonstructural
repairs, caused by or resulting from any act, omission, neglect or improper
conduct of, or Alterations made by, or the moving of Tenant's fixtures,
furniture or equipment into, within or out of the Premises by any Tenant Party,
and all damage to any portion of the Building Systems located in the Premises,
shall be repaired at Tenant's expense. Such repairs shall be made by (i) Tenant,
at Tenant's expense, if the required repairs are nonstructural in nature and do
not affect any Building System or any portion of the Building outside of the
Premises, or (ii) Landlord, at Tenant's expense, if the required repairs are
structural in nature, involve replacement of exterior window glass (if damaged
by Tenant) or affect any Building System or any portion of the Building outside
of the Premises. All Tenant repairs shall be of a quality at least equal to the
original work or construction utilizing new construction materials and shall be
made in accordance with this Lease. Tenant shall give Landlord prompt notice of
any defective condition of which Tenant is aware in any Building System located
in, servicing or passing through the Premises. If Tenant fails to proceed with
due diligence to make any repairs required to be made by


                                       13



Tenant, Landlord may make such repairs and all costs and expenses incurred by
Landlord on account thereof shall be paid by Tenant as provided in Article 20.

     Section 7.3 Vermin. Tenant shall, at its expense, cause the Premises to be
exterminated, from time to time as Landlord may reasonably direct or whenever
there is evidence of infestation to Landlord's reasonable satisfaction, by
licensed exterminators approved by Landlord.

     Section 7.4 Interruptions Due to Repairs. Landlord reserves the right to
make all changes, alterations, additions, improvements, repairs or replacements
to the Building, including the Building Systems which provide services to
Tenant, as Landlord deems necessary or desirable, provided that in no event
shall the level of any Building service decrease in any material respect from
the level required of Landlord in this Lease as a result thereof (other than
temporary changes in the level of such services during the performance of any
such work by Landlord). Landlord shall use reasonable efforts to minimize
interference with Tenant's use and occupancy of the Premises during the making
of such changes, repairs, alterations, additions, improvements, repairs or
replacements provided that Landlord shall have no obligation to employ
contractors or labor at overtime or other premium pay rates or to incur any
other overtime costs or additional expenses whatsoever. Except as expressly
provided in Section 11.10, there shall be no Rent abatement or allowance to
Tenant for a diminution of rental value, no actual or constructive eviction of
Tenant, in whole or in part, no relief from any of Tenant's other obligations
under this Lease, and no liability on the part of Landlord by reason of
inconvenience, annoyance or injury to business arising from Landlord, Tenant or
others making, or failing to make, any repairs, alterations, additions or
improvements in or to any portion of the Building or the Premises, or in or to
fixtures, appurtenances or equipment therein.

     Section 7.5 Building Renovation. (a) Tenant acknowledges that Landlord may
replace the windows (including window frames and partitions) in the Building and
change the facade of the Building (hereinafter "Building Renovations") at any
time and from time to time during the Term. Tenant understands that if the
Building Renovations are undertaken, during the Building Renovations a
construction bridge may be required to be erected in connection with any
Building Renovations, as necessary at Landlord's discretion. Tenant further
understands and acknowledges that the Building Renovations may cause
inconvenience or annoyance to Tenant, Tenant's employees, customers, invitees
and suppliers; and result in increased noise levels in the Building during the
Building Renovations. Tenant acknowledges and agrees that it is entering into
this Lease with adequate notice of the extent of the Building Renovations and
the potential inconvenience, annoyance and impact on Tenant's' business.

          (b) Landlord and its employees, contractors and agents shall have
access to the Premises at all times for the performance of Building Renovations,
and Tenant will use all commercially reasonable efforts to avoid any
interference with the performance of Building Renovations. Landlord shall use
all commercially reasonable efforts to minimize interference with Tenant's use
and occupancy of the Premises during the performance of Building


                                       14



Renovations, provided that Landlord shall have no obligation to employ
contractors or labor at overtime or other premium pay rates or to incur any
other overtime costs or additional expenses whatsoever. Neither Landlord nor its
agents or contractors shall be liable for any damage which Tenant may sustain
resulting from Building Renovations. There shall be no Rent abatement or
allowance to Tenant for a diminution of rental value, no actual or constructive
eviction of Tenant, in whole or in part, no relief from any of Tenant's other
obligations under this Lease, and no liability on the part of Landlord, by
reason of inconvenience, annoyance or injury to business arising from the
performance Building Renovations.

          (c) Landlord hereby agrees to use reasonable efforts to Substantially
Complete the renovation of the Building facade on or before July 1, 2001,
subject to extension due to Unavoidable Delays. If Landlord fails to
Substantially Complete such Building facade renovation work on or before July 1,
2001 (as such date shall be extended for Unavoidable Delays), then for each day
thereafter that such work is not Substantially Completed, as Tenant's sole and
exclusive remedy therefor, Tenant shall receive a rent credit of $212.33 against
the then amount of per diem Fixed Rent payable under this Lease.

                                    ARTICLE 8

                    INCREASES IN TAXES AND OPERATING EXPENSES

     Section 8.1 Definitions. For the purposes of this Article 8, the following
terms shall have the meanings set forth below:

          (a) "Assessed Valuation" shall mean the amount for which the Real
Property is assessed pursuant to applicable provisions of the City Charter and
of the Administrative Code of the City of New York for the purpose of imposition
of Taxes.

          (b) "Base Operating Expenses" shall mean the Operating Expenses for
the Base Expense Year.

          (c) "Base Taxes" shall mean an amount equal to one-half of the
aggregate Taxes payable on account of the Base Tax Years.

          (d) "Comparison Year" shall mean (a) with respect to Taxes, any
calendar year commencing subsequent to the first day of the Tax Year commencing
on July 1, 1999, and (b) with respect to Operating Expenses, any calendar year
commencing subsequent to the first day of the Base Expense Year.

          (e) "Operating Expenses" shall mean the aggregate of all costs and
expenses (and taxes, if any, thereon) paid or incurred by or on behalf of
Landlord (whether directly or through independent contractors) in connection
with the ownership, operation, repair and


                                       15



maintenance of the Building and the Real Property, such as: (i) insurance
premiums, (ii) the cost of electricity, gas, oil, steam, water, air conditioning
and other fuel and utilities, (iii) attorneys' fees and disbursements and
auditing, management and other professional fees and expenses, and (iv) the
annual depreciation or amortization, on a straight-line basis over the useful
life thereof, determined in accordance with generally accepted accounting
principles (consistently applied) (with interest on the unamortized portion at
the Base Rate plus 2 percent per annum), of any capital costs incurred after the
Base Expense Year for any equipment, device or other improvement made or
acquired which is either (A) intended as a labor-saving measure or to effect
other economies in the operation, maintenance or repair of the Building (but
only to the extent that the annual benefits anticipated to be realized therefrom
are reasonably related to the annual amounts to be amortized), or (B) required
by any Requirement other than a Requirement in effect as of the date of this
Lease and with which Landlord is not then in compliance. Operating Expenses
shall not include any Excluded Expenses. If during all or part of the Base
Expense Year or any Comparison Year, Landlord shall not furnish any particular
item(s) of work or service (which would otherwise constitute an Operating
Expense) to any leasable portions of the Building for any reason, then, for
purposes of computing Operating Expenses for the Base Expense Year or any
Comparison Year, as the case may be, the amount included in Operating Expenses
for such period shall be increased by an amount equal to the costs and expenses
that would have been reasonably incurred by Landlord during such period if
Landlord had furnished such item(s) of work or service to such portion of the
Building. In determining the amount of Operating Expenses for the Base Expense
Year or any Comparison Year, if less than 95 percent of the Building rentable
area shall have been occupied by tenant(s) at any time during any such Base
Expense Year or Comparison Year, Operating Expenses shall be determined for such
Base Expense Year or Comparison Year to be an amount equal to the like expenses
which would normally be expected to be incurred had such occupancy been 95
percent throughout such Base Expense Year or Comparison Year.

          (f) "Statement" shall mean a statement in reasonable detail containing
a comparison of (1) the Base Taxes and the Taxes payable for any Tax Year in
question, or (2) the Base Operating Expenses and the Operating Expenses payable
for any Comparison Year.

          (g) "Tax Year" shall mean the twelve month period from July 1 through
June 30 (or such other period as hereinafter may be duly adopted by the City of
New York as its fiscal year for real estate tax purposes).

          (h) "Taxes" shall mean (i) all real estate taxes, assessments
(including assessments made as a result of the Building being within a business
improvement district), sewer and water rents, rates and charges and other
governmental levies, impositions or charges, whether general, special, ordinary,
extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed
upon all or any part of the Real Property, and (ii) all expenses (including
reasonable attorneys' fees and disbursements and experts' and other witnesses'
fees) incurred in contesting any of the foregoing or in connection with any
application for a reduction of the Assessed Valuation of all or any part of the
Real Property or for a judicial


                                       16



review thereof (but in no event shall such expenses be included in Taxes payable
for the Base Tax Years). Taxes shall not include (x) interest or penalties
incurred by Landlord as a result of Landlord's late payment of Taxes, except for
interest payable in connection with the installment payment of assessments
pursuant to the next sentence or (y) franchise or net income taxes imposed upon
Landlord. If Landlord elects to pay any assessment in annual installments, then
for the purposes of this Article 8, (A) such assessment shall be deemed to have
been so divided and to be payable in the maximum number of installments
permitted by law, and (B) there shall be deemed included in Taxes for each
Comparison Year the installments of such assessment becoming payable during such
Comparison Year, together with interest payable during such Comparison Year on
such installments and on all installments thereafter becoming due as provided by
law, all as if such assessment had been so divided. If at any time the methods
of taxation prevailing on the date hereof shall be altered so that in lieu of or
as an addition to the whole or any part of Taxes, there shall be assessed,
levied or imposed (1) a tax, assessment, levy, imposition or charge based on the
income or rents received from the Real Property whether or not wholly or
partially as a capital levy or otherwise, (2) a tax, assessment, levy,
imposition or charge measured by or based in whole or in part upon all or any
part of the Real Property and imposed upon Landlord, (3) a license fee measured
by the rents, or (4) any other tax, assessment, levy, imposition, charge or
license fee however described or imposed, then all such taxes, assessments,
levies, impositions, charges or license fees or the part thereof so measured or
based shall be deemed to be Taxes, provided that any tax, assessment, levy,
imposition or charge imposed on income from the Real Property shall be
calculated as if the Real Property were the only asset of Landlord.

     Section 8.2 (a) Tenant's Tax Payment. If the Taxes payable for any Tax Year
after the Tax Year commencing on July 1, 1999 exceed the Base Taxes, Tenant
shall pay to Landlord Tenant's Proportionate Share in respect of Taxes of such
excess ("Tenant's Tax Payment"). Landlord may furnish to Tenant, prior to the
commencement of each Comparison Year in which such Tax Year commences, a
statement setting forth Landlord's reasonable estimate of Tenant's Tax Payment
for such Tax Year. Subject to the provisions of this Section 8.2(a), Tenant
shall pay to Landlord on the first day of each month during any such Comparison
Year (and on the first day of each month thereafter in such Comparison Year) an
amount equal to 1/12th of Landlord's estimate of Tenant's Tax Payment for such
Tax Year. If Landlord shall not furnish any such estimate for such Comparison
Year or if Landlord shall furnish any such estimate subsequent to the
commencement thereof, then (x) until the first day of the month following the
month in which such estimate is furnished to Tenant, Tenant shall pay to
Landlord on the first day of each month an amount equal to the monthly sum
payable by Tenant to Landlord under this Section 8.2(a) for the last month of
the preceding Comparison Year; (y) after such estimate is furnished to Tenant,
if the installments of Tenant's Tax Payment previously made for such Comparison
Year were greater or less than the installments of Tenant's Tax Payment to be
made in accordance with such estimate, then (1) if there is a deficiency, Tenant
shall pay the amount thereof to Landlord within ten (10) Business Days after
such estimate is furnished to Tenant, or (2) if there is an overpayment,
Landlord shall credit such overpayment against subsequent


                                       17



installments of Rent; and (z) on the first day of the month following the month
in which such estimate is furnished to Tenant and monthly thereafter throughout
such Comparison Year, Tenant shall pay to Landlord an amount equal to 1/12th of
Tenant's Tax Payment shown on such estimate. Landlord may, during each
Comparison Year, furnish to Tenant a revised Statement of Landlord's estimate of
Tenant's Tax Payment for such Comparison Year, and in such case, Tenant's Tax
Payment for such Comparison Year shall be adjusted and any deficiencies paid or
overpayments credited, as the case may be, substantially in the same manner as
provided in the preceding sentence. After the end of each Comparison Year,
Landlord shall furnish to Tenant a Statement of Taxes applicable to Tenant's Tax
Payment payable for such Comparison Year and (A) if such Statement shall show
that the sums so paid by Tenant were less than Tenant's Tax Payment due for the
Tax Year commencing during such Comparison Year, Tenant shall pay to Landlord
the amount of such deficiency in Tenant's Tax Payment within ten (10) Business
Days after such Statement is furnished to Tenant, or (B) if such Statement shall
show that the sums so paid by Tenant were more than such Tenant's Tax Payment,
Landlord shall, at its election, pay to Tenant such overpayment in Tenant's Tax
Payments or credit such overpayment in Tenant's Tax Payment against subsequent
installments of Rent payable by Tenant. If there shall be any increase in the
Taxes for any Tax Year, whether during or after such Tax Year, or if there shall
be any decrease in the Taxes for any Tax Year, Tenant's Tax Payment for such
Comparison Year shall be appropriately adjusted and any deficiencies paid or
overpayments credited, as the case may be, substantially in the same manner as
provided in the preceding sentence. The benefit of any discount for any early
payment or prepayment of Taxes and of any tax exemption or abatement relating to
all or any part of the Real Property shall accrue solely to the benefit of
Landlord and Taxes shall be computed without subtracting such discount or taking
into account any such exemption or abatement.

          (b) Taxes for each real estate tax fiscal year shall be apportioned on
the basis of the number of days in such fiscal year included in any particular
Tax Year subsequent to the Base Tax Years for the purpose of making the
computations under this Section.

          (c) Tenant shall not (and hereby waives any and all rights it may now
or hereafter have to) institute or maintain any action, proceeding or
application in any court or other body having the power to fix or review
assessed valuations or tax rates, for the purpose of reducing Taxes. The filing
of any such proceeding by Tenant without Landlord's consent shall be an
immediate Event of Default hereunder. If the Taxes payable for the Base Tax Year
are reduced, the Base Taxes shall be correspondingly revised, the Additional
Rent previously paid or payable on account of Tenant's Tax Payment hereunder for
all Comparison Years shall be recomputed on the basis of such reduction, and
Tenant shall pay to Landlord within 10 Business Days after being billed
therefor, any deficiency between the amount of such Additional Rent previously
computed and paid by Tenant to Landlord, and the amount due as a result of such
recomputations. If the Taxes payable for the Base Tax Year are increased then
Landlord shall either pay to Tenant, or at Landlord's election, credit against
subsequent payments of Rent due, the amount by which such Additional Rent
previously paid on account of Tenant's Tax Payment exceeds the amount actually
due as a


                                       18



result of such recomputations. If Landlord receives a refund or credit of Taxes
for any Comparison Year, Landlord shall recalculate Tenant's Tax Payment for the
applicable periods (taking into account the provisions of Sections 8.2(a) and
(b)) and shall, as and when such refund payment or credit is received, at its
election, either pay to Tenant, or credit against subsequent payments of Rent
due hereunder, an amount equal to Tenant's Proportionate Share of the refund,
net of any expenses incurred by Landlord in achieving such refund and
adjustments to Tenant's Tax Payments resulting from such recalculation, which
amount shall not exceed Tenant's Tax Payment paid for such Comparison Year.
Landlord shall not be obligated to file any application or institute any
proceeding seeking a reduction in Taxes or the Assessed Valuation.

          (d) Tenant shall be obligated to make Tenant's Tax Payment regardless
of whether Tenant may be exempt from the payment of any taxes as the result of
any reduction, abatement, or exemption from Taxes granted or agreed to by any
Governmental Authority, or by reason of Tenant's diplomatic or other tax exempt
status.

          (e) If the Expiration Date shall occur on a date other than the last
day of a Tax Year, any Additional Rent payable by Tenant to Landlord under this
Section 8.2 for the Comparison Year in which such Expiration Date occurs shall
be apportioned on the basis of the number of days in the period from such last
day to the Expiration Date shall bear to the total number of days in such
Comparison Year. In the event of the expiration or earlier termination of this
Lease, any Additional Rent under this Section 8.2 shall be paid or adjusted
within 30 days after submission of the Statement. In no event shall Fixed Rent
ever be reduced by operation of this Section 8.2.

          (f) Tenant shall be responsible for any applicable occupancy or rent
tax now in effect or hereafter enacted and applicable to Tenant's occupancy of
the Premises, regardless of whether imposed by its terms upon Landlord or Tenant
and, if such tax is payable by Landlord, Tenant shall promptly pay such amounts
to Landlord, upon Landlord's demand, as Additional Rent.

     Section 8.3 Tenant's Operating Payment. (a) If the Operating Expenses
payable for any Comparison Year exceed the Base Operating Expenses, Tenant shall
pay to Landlord, as Additional Rent during each Comparison Year, Tenant's
Proportionate Share in respect of Operating Expenses of such excess ("Tenant's
Operating Payment"). For each Comparison Year, Landlord shall furnish to Tenant
a written statement setting forth Landlord's good faith reasonable estimate of
Tenant's Operating Payment for such Comparison Year, based upon such year's
budget. Tenant shall pay to Landlord on the first day of each month during such
Comparison Year an amount equal to one-twelfth of Landlord's estimate of
Tenant's Operating Payment for such Comparison Year. If Landlord does not
furnish any such estimate for a Comparison Year until after the commencement
thereof, then (i) until the first day of the month following the month in which
such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first
day of each month an amount equal to the monthly sum payable by Tenant to
Landlord under this Section 8.3 during the last month of the preceding


                                       19



Comparison Year, (ii) promptly after such estimate is furnished to Tenant or
together therewith, Landlord shall give notice to Tenant stating whether the
installments of Tenant's Operating Payment previously made for such Comparison
Year were greater or less than the installments of Tenant's Operating Payment to
be made for such Comparison Year in accordance with such estimate, and (A) if
there shall be a deficiency, Tenant shall pay the amount thereof within 10
Business Days after demand therefor, or (B) if there shall have been an
overpayment, Landlord shall credit the amount thereof against subsequent
payments of Rent due hereunder, and (iii) on the first day of the month
following the month in which such estimate is furnished to Tenant, and on the
first day of each month thereafter throughout the remainder of such Comparison
Year, Tenant shall pay to Landlord an amount equal to one-twelfth of Tenant's
Operating Payment shown on such estimate.

          (b) Landlord shall furnish to Tenant a Statement of Operating Expenses
for the immediately preceding Comparison Year within 365 days after the end of
such Comparison Year. If such Statement shall show that the sums paid by Tenant
under Section 8.3(a) exceeded the actual amount of Tenant's Operating Payment
for such Comparison Year, Landlord shall credit the amount of such excess
against subsequent payments of Rent due hereunder. If the Statement for such
Comparison Year shall show that the sums so paid by Tenant were less than
Tenant's Operating Payment for such Comparison Year, Tenant shall pay the amount
of such deficiency within 10 Business Days after Tenant's receipt of such
Statement.

          (c) If the Expiration Date shall occur on a date other than December
31, any Additional Rent under this Section 8.3 for the Comparison Year in which
such Expiration Date shall occur shall be apportioned on the basis of the number
of days in the period from January 1 to the Expiration Date. Upon the expiration
or earlier termination of this Lease, any Additional Rent under this Article 8
shall be paid or adjusted within 30 days after submission of the Statement. In
no event shall Fixed Rent ever be reduced by operation of this Section 8.3.

     Section 8.4 Non-Waiver; Disputes. (a) Landlord's failure to render any
Statement on a timely basis with respect to any Comparison Year shall not
prejudice Landlord's right to thereafter render a Statement with respect to such
Comparison Year or any subsequent Comparison Year, nor shall the rendering of a
Statement prejudice Landlord's right to thereafter render a corrected Statement
for any Comparison Year.

          (b) Each Statement sent to Tenant shall be conclusively binding upon
Tenant unless Tenant shall, (i) pay to Landlord when due the amount set forth in
such Statement, without prejudice to Tenant's right to dispute such Statement,
and (ii) within 120 days after such Statement is sent, send a written notice to
Landlord objecting to such Statement and specifying the reasons for Tenant's
claim that such Statement is incorrect. Tenant agrees that Tenant will not
employ, in connection with any dispute under this Lease, any person who is to be
compensated in whole or in part, on a contingency fee basis. If the parties are
unable to resolve any such dispute within 30 days following the giving of
Tenant's notice of objection,


                                       20



either party may within ten days after the expiration of such 30 day period
refer the issues raised to an independent firm of certified public accountants
selected by Landlord and reasonably acceptable to Tenant, and the decision of
such accountants shall be conclusively binding upon Landlord and Tenant. In
connection therewith, Tenant and such accountants shall execute and deliver to
Landlord a confidentiality agreement, in form and substance reasonably
satisfactory to Landlord, whereby such parties agree not to disclose to any
third party any of the information obtained in connection with such review, or
the substance of any admissions or stipulations by any party in connection
therewith, or of any resulting reconciliation, compromise or settlement. Tenant
shall pay the fees and expenses relating to such procedure, unless such
accountants shall determine that Landlord overstated the Operating Expenses by
more than 5% for such Comparison Year, as finally determined, in which case
Landlord shall pay such fees and expenses. Except as provided in this Section,
Tenant shall have no right whatsoever to dispute by judicial process or
otherwise the accuracy of any Statement.

     Section 8.5 No Reduction in Rent. Anything in this Article 8 to the
contrary notwithstanding, under no circumstances shall any decrease in Operating
Expenses or Taxes in any Comparison Year below the Base Operating Expenses or
Base Taxes, as the case may be, result in a reduction in the Fixed Rent or any
other component of Additional Rent payable hereunder.

                                    ARTICLE 9

                               REQUIREMENTS OF LAW

     Section 9.1 (a) Tenant's Compliance. Tenant, at its expense, shall comply
(or cause to be complied) with all Requirements applicable to the Premises,
regardless of whether imposed by their terms upon Landlord or Tenant, provided
however, that Tenant shall not be obligated to comply with any Requirement
requiring any structural alteration to the Premises unless the application of
such Requirement arises from (i) Tenant's manner of use or occupancy of the
Premises (as distinguished from the use or occupancy of the Premises for office
purposes generally), (ii) any cause or condition created by or on behalf of any
Tenant Party (including any Alterations), (iii) the breach of any of Tenant's
obligation under this Lease, (iv) the Americans with Disabilities Act or New
York City Local Law #58 (as each of the same may be amended from time to time),
or (v) any Hazardous Materials having been brought into the Building or affected
by any Tenant Party. All repairs and alterations to the Premises, required to be
made by Tenant as provided above to cause the Premises to comply with any
Requirements shall be made by Tenant, at Tenant's expense and in compliance with
Article 5, if such repairs or alterations are nonstructural, do not affect any
Building System, do not affect the exterior windows of the Premises and do not
involve the performance of work outside of the Premises, or by Landlord, at
Tenant's reasonable expense, if such repairs or alterations are structural,
affect any Building System or the exterior windows of the Premises or involve
the performance of work outside the Premises.


                                       21



If Tenant obtains knowledge of any failure to comply with any Requirements
applicable to the Premises, Tenant shall give Landlord prompt written notice
thereof.

          (b) Hazardous Materials. Tenant shall not (i) cause or permit any
Hazardous Materials to be brought into the Building, (ii) cause or permit the
storage or use of Hazardous Materials in any manner not permitted by any
Requirements, or (iii) cause or permit the escape, disposal or release of any
Hazardous Materials within or in the vicinity of the Building. Nothing herein
shall be deemed to prevent Tenant's use of any Hazardous Materials customarily
used in the ordinary course of office work, provided such use is in accordance
with all Requirements. Tenant shall be responsible, at its expense, for all
matters directly or indirectly based on, or arising or resulting from the actual
or alleged presence of Hazardous Materials in the Premises or in the Building
which is caused or permitted by Tenant or any Tenant Party. Tenant shall provide
to Landlord copies of all communications received by Tenant with respect to any
Requirements relating to Hazardous Materials, and/or any claims made in
connection therewith. Landlord or its agents may perform environmental
inspections of the Premises at any time. The covenants contained in this
subsection shall survive the expiration or earlier termination of this Lease.

          (c) Landlord's Compliance. Landlord shall comply with (or cause to be
complied with) all Requirements applicable to the Building which are not the
obligation of Tenant, to the extent that non-compliance would materially impair
Tenant's use and occupancy of the Premises and Tenant's ability to conduct its
business in the Premises for office use or subject Tenant to any material
liability; and the cost thereof shall be included in Operating Expenses to the
extent permitted by Article 8.

          (d) Landlord's Insurance. Tenant shall not cause or permit any action
or condition that would (i) invalidate or conflict with Landlord's insurance
policies, (ii) violate applicable rules, regulations and guidelines of the Fire
Department, Fire Insurance Rating Organization or any other authority having
jurisdiction over the Building, or (iii) cause an increase in the premiums for
fire insurance then covering the Building over that payable with respect to
comparable first-class office buildings or (iv) result in insurance companies of
good standing refusing to insure the Building or any property therein in amounts
and against risks as reasonably determined by Landlord. If the fire insurance
premiums increase as a result of Tenant's failure to comply with the provisions
of this Article, Tenant shall promptly cure such failure and shall reimburse
Landlord, as Additional Rent, for the increased fire insurance premiums paid by
Landlord as a result of such failure by Tenant. In any action or proceeding to
which Landlord and Tenant are parties, a schedule or "make up" of rates for the
Building or the Premises issued by the appropriate Fire Insurance Rating
Organization, or other body fixing such fire insurance rates, shall be
conclusive evidence of the fire insurance rates then applicable to the Building.

     Section 9.2 Fire Alarm System; Sprinkler. Tenant shall, as part of the
Initial Installations, install and thereafter maintain in good order and repair
a sprinkler system in the Premises in compliance with Requirements applicable to
clear-glass lot line windows and


                                       22



a fire-alarm and life-safety system in the Premises. If Tenant, as part of the
Initial Installations or subsequent Alterations, removes or renovates the
ceiling of the Premises, Tenant shall install and thereafter maintain in good
order and repair a sprinkler system in the remainder of the Premises. Any such
installation and maintenance shall be performed by Tenant in accordance with
this Lease, the Rules and Regulations and all Requirements. If the Fire
Insurance Rating Organization or any Governmental Authority or any of Landlord's
insurers requires or recommends any modifications and/or Alterations be made or
any additional equipment be supplied in connection with the sprinkler system or
fire alarm and life-safety system serving the Building or the Premises by reason
of Tenant's business, any Alteration performed by Tenant or the location of the
partitions, trade fixtures, or other contents of the Premises, Landlord (to the
extent such modifications or Alterations are structural, affect any Building
System or involve the performance of work outside of the Premises) or Tenant (to
the extent such modifications or Alterations are nonstructural, do not affect
any Building System and do not involve the performance of work outside the
Premises) shall make such modifications and/or Alterations, and supply such
additional equipment, in either case at Tenant's expense.

     Section 9.3 Limitations on Rent. If at any time during the Term by reason
of any Requirement the Rent is not fully collectible, Tenant shall take such
other steps (without additional expense to Tenant) as Landlord may request, and
as may be legally permissible, to permit Landlord to collect the maximum rents
which may during the continuance of such restriction be legally permissible (but
not in excess of the Rent reserved under this Lease). Upon the termination of
such restriction during the Term, Tenant shall pay to Landlord, in addition to
the Rent for the period following such termination of the restriction, if
legally permissible, the portion of Rent which would have been paid pursuant to
this Lease but for such legal restriction less the Rent paid by Tenant to
Landlord while such restriction was in effect, together with interest thereon at
the Base Rate.

                                   ARTICLE 10

                                  SUBORDINATION

     Section 10.1 Subordination and Attornment. (a) This Lease and Tenant's
rights hereunder are subject and subordinate to all Mortgages and Superior
Leases, and, at the request of any Mortgagee or Lessor, Tenant shall attorn to
such Mortgagee or Lessor, its successors in interest or any purchaser in a
foreclosure sale.

          (b) If a Lessor or Mortgagee or any other person or entity shall
succeed to the rights of Landlord under this Lease, whether through possession
or foreclosure action or the delivery of a new lease or deed, then at the
request of the successor landlord and upon such successor landlord's written
agreement to accept Tenant's attornment and to recognize Tenant's interest under
this Lease, Tenant shall be deemed to have attorned to and recognized such
successor landlord as Landlord under this Lease. The provisions of this Article
are self-


                                       23



operative and require no further instruments to give effect hereto; provided,
however, that Tenant shall promptly execute and deliver any instrument that such
successor landlord may reasonably request (x) evidencing such attornment, (y)
setting forth the terms and conditions of Tenant's tenancy, and (z) containing
such other terms and conditions as may be required by such Mortgagee or Lessor,
provided such terms and conditions do not increase the Rent or, other than to a
de minimis extent, increase Tenant's other obligations or adversely affect the
rights of Tenant under this Lease. Upon such attornment this Lease shall
continue in full force and effect as a direct lease between such successor
landlord and Tenant upon all of the terms, conditions and covenants set forth in
this Lease except that such successor landlord shall not be:

               (i) liable for any previous act or omission of Landlord under
this Lease except to the extent such act or omission is a default under this
Lease and continues beyond the date when such successor landlord succeeds to
Landlord's interest and Tenant gives notice of such act or omission to such
successor landlord;

               (ii) subject to any credit, demand, claim, counterclaim, offset
or defense which theretofore accrued to Tenant against Landlord;

               (iii) if Mortgagee's or Lessor's consent is required under any
Mortgage or Superior Lease, bound by any previous modification of this Lease, or
by any previous prepayment of more than one month's Fixed Rent or Additional
Rent;

               (iv) bound by any covenant or obligation of Landlord to perform,
undertake or complete any work in the Premises or to prepare the Premises for
Tenant's occupancy;

               (v) required to account for any security deposit of Tenant other
than any security deposit actually delivered to Mortgagee or Lessor by Landlord;

               (vi) bound by any obligation to make any payment to Tenant or
grant any credits, except for services, repairs, maintenance and restoration
provided for under this Lease to be performed by Landlord after the date of such
attornment; and

               (vii) responsible for any monies (other than overpayments of
Tenant's Tax Payment or Tenant's Operating Payment) owing by Landlord to Tenant.

     Section 10.2 Mortgage or Superior Lease Defaults. Tenant shall not cause a
default under any Superior Lease or Mortgage, or omit to do anything that Tenant
is obligated to do under the terms of this Lease so as to cause Landlord to be
in default thereunder. Any Mortgagee may elect that this Lease shall have
priority over the Mortgage that it holds and, upon notification to Tenant by
such Mortgagee, this Lease shall be deemed to have priority over such Mortgage,
regardless of the date of this Lease. In connection with any financing of the
Real Property, the Building or of the interest of the lessee under any


                                       24



Superior Lease, Tenant shall consent to any reasonable modifications of this
Lease requested by any lending institution, provided such modifications do not
increase the Rent or, other than to a de minimis extent, increase the other
obligations or adversely affect the rights of Tenant under this Lease.

     Section 10.3 Tenant's Termination Right. As long as any Superior Lease or
Mortgage shall exist, Tenant shall not seek to terminate this Lease by reason of
any act or omission of Landlord (a) until Tenant shall have given notice of such
act or omission to all Lessors and/or Mortgagees, and (b) until a reasonable
period of time shall have elapsed following the giving of notice of such default
and the expiration of any applicable notice or grace periods (unless such act or
omission is not capable of being remedied within a reasonable period of time)
during which period such Lessors and/or Mortgagees shall have the right, but not
the obligation, after obtaining possession of the Real Property to remedy such
act or omission and thereafter diligently proceed to so remedy such act or
obligation. If any Lessor or Mortgagee elects to remedy such act or omission of
Landlord, Tenant shall not seek to terminate this Lease so long as such Lessor
or Mortgagee is proceeding with reasonable diligence to effect such remedy.

     Section 10.4 Applicability. The provisions of this Article shall (a) inure
to the benefit of Landlord, any future owner of the Building or the Real
Property, any Lessor or Mortgagee and any sublessor thereof and (b) apply
notwithstanding that, as a matter of law, this Lease may terminate upon the
termination of any Superior Lease or the foreclosure of any Mortgage.

     Section 10.5 Future Condominium Declaration. This Lease and Tenant's rights
hereunder are and will be subject and subordinate to any condominium
declaration, by-laws and other instruments (collectively, the "Declaration")
which may be recorded in order to subject the Building to a condominium form of
ownership pursuant to Article 9B of the New York Real Property Law or any
successor statute, provided that the Declaration does not by its terms increase
the Rent, materially increase Tenant's non-Rent obligations or materially and
adversely affect Tenant's rights under this Lease. At Landlord's request, and
subject to the foregoing proviso, Tenant will execute and deliver to Landlord an
amendment of this Lease confirming such subordination and modifying this Lease
to conform to such condominium regime.

     Section 10.6 Non-Disturbance Agreements. Landlord represents, as of the
date hereof, that there is no Superior Lease and the only existing Mortgagee is
SunAmerica. Landlord hereby agrees to use reasonable efforts to obtain for
Tenant, at no cost to Landlord, a subordination, non-disturbance and attornment
agreement ("SNDA") from SunAmerica, in substantially the form attached hereto as
Exhibit G, provided that Landlord shall have no liability to Tenant, and the
subordination of this Lease to any Mortgage shall not be affected, in the event
that it is unable to obtain any such agreement, except as provided in the next
sentence of this Section 10.6. If Landlord shall fail to deliver to Tenant the
SNDA from SunAmerica within 60 days following execution and delivery of this
Lease by both parties,


                                       25



Tenant shall have the right for 30 days after the expiration of such 60-day
period to cancel this Lease by giving Landlord notice of such election,
whereupon this Lease shall become null and void as of the date that is 30 days
following the date such notice is given, provided that if Landlord shall deliver
the SNDA to Tenant within 30 days following receipt of notice of cancellation
from Tenant, this Lease shall continue and Tenant shall have no right to cancel
it. If no notice is given within such 30-day period (time being of the essence),
then Tenant's right to cancel this Lease shall be deemed waived. In addition,
Landlord hereby agrees to use reasonable efforts to obtain for Tenant, at no
cost to Landlord, a subordination, non-disturbance and attornment agreement from
any future Mortgagee, in the standard form customarily employed by such
Mortgagee, provided that Landlord shall have no liability to Tenant, and the
subordination of this Lease to any Mortgage shall not be affected, in the event
that it is unable to obtain any such agreement. Tenant shall reimburse Landlord,
within 10 days after demand therefor, for Landlord's out-of-pocket costs,
including reasonable attorney's fees and disbursements, incurred in connection
with such efforts.

                                   ARTICLE 11

                                    SERVICES

     Section 11.1 Elevators. Landlord, at its expense, shall provide passenger
elevator service to the Premises at all times, and at least one
freight elevator serving the Premises available upon Tenant's prior request, on
a non-exclusive "first come, first serve" basis with other Building tenants, on
all Business Days from 8:00 a.m. to 11:45 a.m. and from 1:00 p.m. to 4:45 p.m.

     Section 11.2 Heating, Ventilation and Air Conditioning. (a) Landlord shall
furnish to the Premises heating, ventilation and air-conditioning ("HVAC") in
accordance with the standards set forth in Exhibit C on all Business Days from
8:00 a.m. to 6:00 p.m. Landlord, at its expense, shall repair and maintain the
HVAC System in good working order, provided repairs required as a result of the
negligence or willful misconduct of Tenant, its agents or employees, shall be
performed at Tenant's expense. Landlord shall have access to all air-cooling,
fan, ventilating and machine rooms and electrical closets and all other
mechanical installations of Landlord (collectively, "Mechanical Installations"),
and Tenant shall not construct partitions or other obstructions which may
interfere with Landlord's access thereto or the moving of Landlord's equipment
to and from the Mechanical Installations. Neither Tenant, nor its agents,
employees or contractors shall at any time enter the Mechanical Installations or
tamper with, adjust, or otherwise affect such Mechanical Installations.

          (b) Landlord shall not be responsible if the normal operation of the
Building System providing HVAC to the Premises (the "HVAC System") shall fail to
provide cooled or heated air, as the case may be, in accordance with the
specifications set forth in Exhibit C by reason of (i) any machinery or
equipment installed by or on behalf of Tenant or any person claiming through or
under Tenant, which shall have an electrical load in excess of the


                                       26



average electrical load and human occupancy factors for the HVAC System as
designed, as the case may be, or (ii) any rearrangement of partitioning or other
Alterations (including the Initial Installations) made or performed by or on
behalf of Tenant or any person claiming through or under Tenant. Tenant shall
install, if missing, blinds or shades on all windows, which blinds and shades
and the manner of installation shall be subject to Landlord's approval, and
shall keep all of the operable windows in the Premises closed, and lower the
blinds when necessary because of the sun's position, whenever the HVAC System is
in operation or when and as reasonably required by any Requirement. Tenant at
all times shall cooperate fully with Landlord and shall abide by the rules and
regulations which Landlord may reasonably prescribe for the proper functioning
and protection of the HVAC System.

     Section 11.3 Overtime Freight Elevators and HVAC. The Rent does not reflect
or include any charge to Tenant for the furnishing of any freight elevator
service or HVAC to the Premises during any periods other than for the hours and
days set forth in Sections 11.1 and 11.2 hereof ("Overtime Periods"). Landlord
shall not be required to furnish any such services during Overtime Periods
unless Tenant delivers notice to Landlord's property management office serving
the Building requesting such services at least 24 hours prior to the time at
which such services are to be provided, but Landlord shall use reasonable
efforts (without obligation to incur any additional cost) to arrange such
service on such shorter notice as Tenant shall provide. If Landlord furnishes
freight elevator service to the Premises during Overtime Periods, Tenant shall
pay to Landlord Landlord's then established rates for such service in the
Building. Notwithstanding anything to the contrary provided in this Article 11,
on a single weekend during which Tenant initially moves into the Premises for
the conduct of its business, upon 5 days' prior notice from Tenant to Landlord,
Landlord shall make available to Tenant freight elevator service in accordance
with Landlord's then current rules and regulations applicable thereto from 8:00
p.m. on the "move-in" Friday until 7:00 p.m. on the following Sunday at no cost
to Tenant. If Landlord shall furnish HVAC to the Premises during Overtime
Periods, Tenant shall pay to Landlord Landlord's then established rates for such
service in the Building.

     Section 11.4 Cleaning. Landlord shall cause the Premises (excluding any
portions thereof used for the storage, preparation, service or consumption of
food or beverages, as an exhibition area or classroom, for storage, as a
shipping room, mail room or similar purposes, for private bathrooms, showers or
exercise facilities, as a trading floor, or primarily for operation of computer,
data processing, reproduction, duplicating or similar equipment) to be cleaned,
substantially in accordance with the standards set forth in Exhibit D. Any areas
of the Premises requiring cleaning which Landlord is not required to clean under
this Section 11.4, and any additional cleaning of any portion of the Premises
requested by Tenant shall be done at Tenant's expense, by Landlord's employees
or Landlord's contractor, at rates which shall be competitive with rates of
other cleaning contractors providing services to first-class office buildings in
midtown Manhattan. Landlord and its cleaning contractor and their respective
employees shall have access to the Premises at all times except between 8:00
A.M. and 5:30 P.M. on Business Days.


                                       27



     Section 11.5 Water. Landlord, at Landlord's expense, shall provide to the
floor on which the Premises are located cold water for drinking, cleaning and
lavatory purposes. If Tenant requires or uses water or steam for any additional
purposes, Landlord may install a meter to measure the water or steam furnished.
Tenant shall pay the cost of such installation, and for all maintenance, repairs
and replacements thereto, and for the reasonable charges of Landlord for the
water or steam furnished. Tenant shall also pay Landlord's reasonable charge for
any required pumping or heating thereof, and any sewer rent, tax and/or charge
now or hereafter assessed or imposed upon the Premises or the Real Property
pursuant to any Requirement. If any tax is imposed upon Landlord's receipts from
the sale or resale of water or steam to Tenant, Tenant shall reimburse Landlord
for such tax, if and to the extent permitted by law.

     Section 11.6 Refuse and Rubbish Removal. Landlord shall provide refuse and
rubbish removal services at the Premises for ordinary office refuse and rubbish
pursuant to regulations reasonably established by Landlord. Tenant shall pay to
Landlord, within 10 Business Days after delivery of an invoice therefor,
Landlord's reasonable charge for such removal to the extent that the refuse
generated by Tenant exceeds the refuse and rubbish customarily generated by
executive and general office tenants. Tenant shall not dispose of any refuse and
rubbish in the public areas of the Building, and if any Tenant Party does so,
Tenant shall be liable for Landlord's reasonable charge for such removal. Tenant
shall cause all Tenant Parties to observe such additional rules and regulations
regarding rubbish removal and/or recycling as Landlord may, from time to time,
reasonably impose.

     Section 11.7 Service Interruptions. Landlord reserves the right to suspend
any service when necessary, by reason of Unavoidable Delays, accidents or
emergencies, or for repairs, alterations or improvements which, in Landlord's
reasonable judgment, are necessary or appropriate until such Unavoidable Delay,
accident or emergency shall cease or such repairs, alterations or improvements
are completed, and Landlord shall not be liable to Tenant for any interruption,
curtailment or failure to supply services. Landlord shall use reasonable efforts
to restore such service, remedy such situation and minimize any interference
with Tenant's business, provided that Landlord shall have no obligation to
employ contractors or labor at overtime or other premium pay rates, or to incur
any other overtime costs or additional expenses whatsoever. The exercise of any
such right or the occurrence of any such failure by Landlord shall not (a)
constitute an actual or constructive eviction, in whole or in part, (b) entitle
Tenant to any compensation, abatement or diminution of Rent, (c) relieve Tenant
from any of its obligations under this Lease, or (d) impose any liability upon
Landlord by reason of inconvenience to Tenant, or interruption of Tenant's
business, or otherwise.

     Section 11.8 Access to Premises. Subject to Unavoidable Delays, security
requirements, service interruptions, and the Rules and Regulations, Tenant shall
have access to the Premises 24 hours a day, 7 days a week.


                                       28



     Section 11.9 Security. Landlord shall provide attendants in the lobby of
the Building substantially comparable to the service provided in other
comparable first-class office buildings in midtown Manhattan.

     Section 11.10 Rent Abatement. Notwithstanding anything to the contrary
contained in this Lease, if Tenant is unable to use the Premises for the
ordinary conduct of Tenant's business due solely to (a) an interruption of an
Essential Service (as hereinafter defined) resulting from Landlord's performance
of an improvement to the Building or (b) Landlord's breach of an obligation
under this Lease to perform repairs or replacements which results in Landlord's
failure to provide an Essential Service, in each case other than as a result of
Unavoidable Delays, casualty or condemnation, and such condition continues for a
period in excess of 10 consecutive Business Days after (i) Tenant furnishes a
notice to Landlord (the "Abatement Notice") stating that Tenant's inability to
use the Premises is solely due to such condition, (ii) Tenant does not actually
use or occupy the Premises during such period for the ordinary conduct of its
business and (iii) such condition has not resulted from the negligence or
misconduct of any Tenant Party, then Fixed Rent, Tenant's Tax Payment and
Tenant's Operating Payment shall be abated on a per diem basis for the period
commencing on the 11th Business Day after Tenant delivers the Abatement Notice
to Landlord and ending on the earlier of (x) the date Tenant reoccupies any
portion of the Premises, and (y) the date on which such condition is
substantially remedied. "Essential Service" shall mean a service which Landlord
is obligated under this Lease to provide to Tenant which if not provided shall
(1) effectively deny access to the Premises, (2) threaten the health or safety
of any occupants of the Premises or (3) prevent or materially and adversely
restrict the usage of more than 25% of the Premises for the ordinary conduct of
Tenant's business.

     Section 11.11 Condenser Water. Landlord shall provide condenser water in
connection with Tenant's independent supplemental air-conditioning units, which
shall not exceed 10 tons in the aggregate and which shall be installed in
accordance with the provisions of Article 5 hereof. Tenant shall pay Landlord an
annual charge for such condenser water at Landlord's then established rate for
condenser water, which charge shall be payable in equal monthly installments
together with Tenant's payment of Fixed Rent and shall be payable whether or not
Tenant utilizes such amount of condenser water. If Tenant fails to utilize any
quantity of condenser water for one year or more, Landlord shall have the right
upon notice to Tenant to irrevocably reduce the number of tons of condenser
water to which Tenant is entitled hereunder by the number of such unutilized
tons (unless Tenant notifies Landlord within ten days after Tenant's receipt of
such notice from Landlord that it anticipates utilizing a portion or all of such
unutilized tons of condenser water, in which case Landlord shall only have the
right to reduce the number of tons of condenser water to which Tenant is then
entitled by such number as Tenant does not anticipate utilizing, provided,
however, that Landlord shall have the right upon further notice to Tenant to
reduce the number of tons of condenser water to which Tenant is then entitled by
any number of tons of condenser water that Tenant has reserved in its notice to
Landlord if Tenant fails to utilize any such reserved tons or otherwise fails to
demonstrate that it has increased the size of its supplemental air conditioning
system within 180 days after prior to the expiration of the


                                       29



cooling season (i.e., May 1 to September 30) next following Tenant's receipt of
the first notice from Landlord), in which case Landlord shall only charge Tenant
for such lower number of tons of condenser water. In addition to the foregoing
charges there shall be a one-time "tap-in" fee equal to $1,500 per ton of unit
capacity, payable within fifteen (15) days after rendition of a bill therefor.
Landlord shall not be liable to Tenant for any failure or defect in the supply
or character of condenser water supplied to Tenant by reason of any Requirement,
act or omission of the public service company serving the Building or for any
other reason not attributable to the negligence or willful misconduct of
Landlord, its agents, contractors and employees.

                                   ARTICLE 12

                INSURANCE; PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

     Section 12.1 Tenant's Insurance. (a) Tenant, at its expense, shall obtain
and keep in full force and effect during the Term and prior to having access to
the Premises:

               (i) a policy of commercial general liability insurance on an
     occurrence basis against claims for personal injury, death and/or property
     damage occurring in or about the Premises or the Building, under which
     Tenant is named as the insured and Landlord, Landlord's managing agent, any
     Lessors, any Mortgagees and any other parties whose names shall have been
     furnished by Landlord to Tenant from time to time are named as additional
     insureds, which insurance shall provide primary coverage without
     contribution from any other insurance carried by or for the benefit of
     Landlord, Landlord's managing agent or any Lessors or Mortgagees named as
     additional insureds, and Tenant agrees to obtain blanket broad-form
     contractual liability coverage to insure its indemnity obligations set
     forth in Article 32 hereof. The minimum limits of liability applying
     exclusively to the Premises shall be a combined single limit with respect
     to each occurrence and in the aggregate in an amount of not less than
     $5,000,000; provided, however, that Landlord shall retain the right to
     require Tenant to increase such coverage, from time to time, to that amount
     of insurance which in Landlord's reasonable judgment is then being
     customarily required by landlords for similar office space in first-class
     buildings in the City of New York. The deductible or self insured retention
     for such policy shall in no event exceed $10,000 per occurrence at any
     time. If the aggregate limit applying to the Premises is reduced by the
     payment of a claim or establishment of a reserve equal to or greater than
     50% of the annual aggregate, Tenant shall immediately arrange to have the
     aggregate limit restored by endorsement to the existing policy or the
     purchase of an additional insurance policy unless, in Landlord's reasonable
     judgment, Tenant maintains sufficient excess liability insurance (with a
     drop down endorsement) to satisfy the liability requirements of this Lease
     without the reinstatement of the aggregate limit;


                                       30



               (ii) insurance against loss or damage by fire, and such other
     risks and hazards as are insurable under then available standard forms of
     "all risk" property insurance policies with extended coverage, insuring
     Tenant's Property, and all Specialty Alterations for the full insurable
     value thereof or replacement cost value thereof, having a deductible
     amount, if any, not in excess of $25,000;

               (iii) during the performance of any Alteration, until completion
     thereof, Builder's risk insurance on an "all risk" basis and on a completed
     value form including a Permission to Complete and Occupy endorsement, for
     full replacement value covering the interest of Landlord and Tenant (and
     their respective contractors and subcontractors), any Mortgagee and any
     Lessor in all work incorporated in the Building and all materials and
     equipment in or about the Premises;

               (iv) Workers' Compensation Insurance, as required by law;

               (v) Business Interruption Insurance; and

               (vi) such other insurance in such amounts as Landlord, any
     Mortgagee and/or any Lessor may reasonably require from time to time and
     which is then customarily required from office tenants by owners of
     first-class buildings in midtown Manhattan.

          (b) All insurance required to be carried by Tenant pursuant to the
terms of this Lease (i) shall contain a provision that (A) no act or omission of
Tenant other than intentional acts shall affect or limit the obligation of the
insurance company to pay the amount of any loss sustained, (B) the policy shall
be noncancellable and/or no material change in coverage shall be made thereto
unless Landlord, Lessors and Mortgagees shall have received 30 days' prior
notice of the same, by certified mail, return receipt requested, and (C) Tenant
shall be solely responsible for the payment of all premiums under such policies
and Landlord, Lessors and Mortgagees shall have no obligation for the payment
thereof, and (ii) shall be effected under valid and enforceable policies issued
by reputable and independent insurers permitted to do business in the State of
New York and rated in Best's Insurance Guide, or any successor thereto (or if
there be none, an organization having a national reputation) as having a Best's
Rating of "A-" and a "Financial Size Category" of at least "X" or, if such
ratings are not then in effect, the equivalent thereof or such other financial
rating as Landlord may at any time consider appropriate.

          (c) On or prior to the Commencement Date, Tenant shall deliver to
Landlord appropriate policies of insurance, including evidence of waivers of
subrogation required to be carried by each party pursuant to this Article 12.
Evidence of each renewal or replacement of a policy shall be delivered by Tenant
to Landlord at least 10 days prior to the expiration of such policy. In lieu of
the policies of insurance required to be delivered to Landlord pursuant to this
Article (the "Policies"), Tenant may deliver to Landlord a certification from
Tenant's insurance company (on the form currently designated "Acord 27", or the
equivalent, rather


                                       31



than on the form currently designated "Acord 25-S", or the equivalent) which
shall be binding on Tenant's insurance company, and which shall expressly
provide that such certification (i) conveys to Landlord and any other named
insured and/or additional insureds thereunder (the "Insured Parties") all the
rights and privileges afforded under the applicable Policies as primary
insurance, and (ii) contains an unconditional obligation of the insurance
company to advise all Insured Parties in writing by certified mail, return
receipt requested, at least 30 days in advance of any termination or change to
the applicable Policies that would affect the interest of any of the Insured
Parties.

     Section 12.2 Waiver of Subrogation. Landlord and Tenant shall each procure
an appropriate clause in or endorsement to any property insurance covering the
Premises, the Building and personal property, fixtures and equipment located
therein, wherein the insurance companies shall waive subrogation or consent to a
waiver of right of recovery, and Landlord and Tenant agree not to make any claim
against, or seek to recover from, the other for any loss or damage to its
property or the property of others resulting from fire and other hazards to the
extent covered by such property insurance; provided, however, that the release,
discharge, exoneration and covenant not to sue contained herein shall be limited
by and coextensive with the terms and provisions of the waiver of subrogation or
waiver of right of recovery. If the payment of an additional premium is required
for the inclusion of, or consent to, a waiver of subrogation, each party shall
advise the other, in writing, of the amount of any such additional premiums and
the other party may pay such additional premium. If such other party shall not
elect to pay such additional premium, then the first party shall not be required
to obtain such waiver of subrogation or consent to waiver. Tenant acknowledges
that Landlord shall not carry insurance on, and shall not be responsible for,
(a) damage to any Specialty Alterations, (b) Tenant's Property, and (c) any loss
suffered by Tenant due to interruption of Tenant's business.

                                   ARTICLE 13

                        DESTRUCTION - FIRE OR OTHER CAUSE

     Section 13.1 Restoration. If the Premises are damaged by fire or other
casualty, or if the Building is damaged such that Tenant is deprived of
reasonable access to the Premises, Tenant shall give prompt notice to Landlord,
and the damage shall be repaired by Landlord, at its expense, to substantially
the condition of the Premises prior to the damage, subject to the provisions of
any Mortgage or Superior Lease, but Landlord shall have no obligation to repair
or restore (a) Tenant's Property or (b) any Specialty Alterations. Until such
time as the restoration of the Premises is Substantially Completed or would have
been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant's Tax
Payment and Tenant's Operating Payment shall be reduced in the proportion by
which the area of the part of the Premises (excluding any portion thereof used
principally for storage) which is not usable (or accessible) and is not used by
Tenant bears to the total area of the Premises (excluding any such portion).


                                       32



     Section 13.2 Landlord's Termination Right. Notwithstanding anything to the
contrary contained in Section 13.1, if the Premises are totally damaged or are
rendered wholly untenantable, or if the Building is so damaged that in
Landlord's opinion, substantial alteration, demolition, or reconstruction of the
Building is required (whether or not the Premises are so damaged or rendered
untenantable), then in either of such events, Landlord may, not later than 60
days following the date of the damage, give Tenant a notice terminating this
Lease, provided that if the Premises are not damaged, Landlord may not terminate
this Lease unless Landlord similarly terminates the leases of other office
tenants in the Building aggregating at least either (a) 33% of the portion of
the Building occupied for office purposes immediately prior to such damage or
(b) 50% of the rentable area of the Building located in the elevator bank
servicing the Premises. If this Lease is so terminated, (i) the Term shall
expire upon the date set forth in Landlord's notice, which shall not be less
than 30 days after such notice is given, and Tenant shall vacate the Premises
and surrender the same to Landlord no later than the date set forth in the
notice, (ii) Tenant's liability for Rent shall cease as of the date of the
damage, and (iii) any prepaid Rent for any period after the date of the damage
shall be refunded by Landlord to Tenant.

     Section 13.3 Tenant's Termination Right. If the Premises are totally
damaged and are thereby rendered wholly untenantable, or if the Building shall
be so damaged that Tenant is deprived of reasonable access to the Premises, and
if Landlord elects to restore the Premises, Landlord shall, within 60 days
following the date of the damage, cause a contractor or architect selected by
Landlord to give notice (the "Restoration Notice") to Tenant of the date by
which such contractor or architect estimates the restoration of the Premises
shall be Substantially Completed. If such date, as set forth the Restoration
Notice, is more than 15 months from the date of such damage, then Tenant shall
have the right to terminate this Lease by giving notice (the "Termination
Notice") to Landlord not later than 30 days following Tenant's receipt of the
Restoration Notice. If Tenant delivers to Landlord a Termination Notice, this
Lease shall be deemed to have terminated as of the date of the giving of the
Termination Notice, in the manner set forth in the second sentence of Section
13.2.

     Section 13.4 Final 18 Months. Notwithstanding anything set forth to the
contrary in this Article 13, in the event that any damage rendering the Premises
wholly untenantable occurs during the final 18 months of the Term, either
Landlord or Tenant may terminate this Lease by notice to the other party within
30 days after the occurrence of such damage and this Lease shall expire on the
30th day after the date of such notice. For purposes of this Section 13.4, the
Premises shall be deemed wholly untenantable if due to such damage, Tenant shall
be precluded from using more than 50% of the Premises for the conduct of its
business and Tenant's inability to so use the Premises is reasonably expected to
continue until at least the earlier of the (a) Expiration Date and (b) the 90th
day after the date when such damage occurs.

     Section 13.5 Waiver of Real Property Law Section 227. This Article 13
constitutes an express agreement governing any case of damage or destruction of
the Premises or the


                                       33



Building by fire or other casualty, and Section 227 of the Real Property Law of
the State of New York, which provides for such contingency in the absence of an
express agreement, and any other law of like nature and purpose now or hereafter
in force, shall have no application in any such case.

     Section 13.6 Landlord's Liability. Any Building employee to whom any
property shall be entrusted by or on behalf of Tenant shall be deemed to be
acting as Tenant's agent with respect to such property and neither Landlord nor
any of the Indemnitees shall be liable for any damage to such property, or for
the loss of or damage to any property of Tenant by theft or otherwise. None of
the Indemnitees shall be liable for any injury or damage to persons or property
or interruption of Tenant's business resulting from fire or other casualty, any
damage caused by other tenants or persons in the Building or by construction of
any private, public or quasi-public work, or any latent defect in the Premises
or in the Building (except that Landlord shall be required to repair the same to
the extent provided in Article 7). No penalty shall accrue for delays which may
arise by reason of adjustment of fire insurance on the part of Landlord or
Tenant, or Unavoidable Delays, in connection with any repair or restoration of
any portion of the Premises or of the Building. Landlord shall use reasonable
efforts to minimize interference with Tenant's use and occupancy of the Premises
during the performance of any such repair or restoration, provided, however,
that Landlord shall have no obligation to employ contractors or labor at
overtime or other premium pay rates or to incur any other overtime costs or
additional expenses whatsoever. Nothing in this Section 13.6 shall affect any
right of Landlord to be indemnified by Tenant under Article 32 for payments made
to compensate for losses of third parties.

     Section 13.7 Windows. If at any time any windows of the Premises are
temporarily closed, darkened or covered over by reason of repairs, maintenance,
alterations or improvements to the Building, or any of such windows are
permanently closed, darkened or covered over due to any Requirement, Landlord
shall not be liable for any damage Tenant may sustain and Tenant shall not be
entitled to any compensation or abatement of any Rent, nor shall the same
release Tenant from its obligations hereunder or constitute an actual or
constructive eviction. Notwithstanding the foregoing, in the event any windows
of the Premises are temporarily closed, darkened or covered other than in
connection with the Building Renovations or Requirements, Landlord shall use
reasonable efforts to minimize the length of time such windows are closed,
darkened or covered, without any obligation to employ contractors or labor at
overtime or premium pay rates or to incur any other overtime costs or additional
expenses whatsoever.

                                   ARTICLE 14

                                 EMINENT DOMAIN

     Section 14.1 (a) Total Taking. If all or substantially all of the Premises,
the Building or the Real Property shall be acquired or condemned for any public
or quasi-public


                                       34



purpose, this Lease shall terminate and the Term shall end as of the date of the
vesting of title, with the same effect as if such date were the Expiration Date,
and Rent shall be prorated and adjusted as of such date.

          (b) Partial Taking. If only a part of the Premises, the Building or
the Real Property shall be acquired or condemned, this Lease and the Term shall
continue in full force and effect, provided that from and after the date of the
vesting of title, the Fixed Rent, Tenant's Tax Payment, Tenant's Operating
Payment and Tenant's Proportionate Share shall be modified to reflect the
reduction of the Premises and/or the Building as a result of such acquisition or
condemnation.

          (c) Landlord's Termination Right. Whether or not the Premises are
affected, Landlord may give to Tenant, within 60 days following the date upon
which Landlord receives notice that all or a portion of the Building or the Real
Property has been acquired or condemned, a notice of termination of this Lease,
provided that Landlord elects to terminate leases (including this Lease)
affecting at least either (i) 33% of the portion of the Building occupied for
office purposes immediately prior to such acquisition or condemnation or (ii)
50% of the rentable area of the Building (excluding any rentable area leased by
Landlord or its Affiliates) located in the elevator bank servicing the Premises.

          (d) Tenant's Termination Right. If the part of the Building or the
Real Property so acquired or condemned contains a substantial part of the total
area of the Premises immediately prior to such acquisition or condemnation, or
if, by reason of such acquisition or condemnation, Tenant no longer has
reasonable means of access to the Premises, Tenant may terminate this Lease by
notice to Landlord given within 60 days following the date upon which Tenant
received notice of such acquisition or condemnation. If Tenant so notifies
Landlord, this Lease shall terminate and the Term shall end and expire upon the
date set forth in the notice, which date shall not be more than 30 days
following the giving of such notice. If a part of the Premises shall be so
acquired or condemned and this Lease and the Term shall not be terminated in
accordance with this Section 14.1 Landlord, at Landlord's expense, but without
requiring Landlord to spend more than it collects as an award, shall, subject to
the provisions of any Mortgage or Superior Lease, restore that part of the
Premises not so acquired or condemned to a self-contained rental unit
substantially equivalent (with respect to character, quality, appearance and
services) to that which existed immediately prior to such acquisition or
condemnation, excluding Tenant's Property and/or Specialty Alterations.

          (e) Apportionment of Rent. Upon any termination of this Lease pursuant
to the provisions of this Article 14, Fixed Rent and payments for Taxes and
Operating Expenses shall be apportioned as of, and shall be paid or refunded up
to and including, the date of such termination.


                                       35



          (f) Applicability. The provisions of Sections 14.1 and 14.2 shall not
apply to any acquisition or condemnation of all or any part of the Premises for
a period of 18 months or less.

     Section 14.2 Awards. Upon any acquisition or condemnation of all or any
part of the Real Property, Landlord shall receive the entire award for any such
acquisition or condemnation, and Tenant shall have no claim against Landlord or
the condemning authority for the value of any unexpired portion of the Term,
Tenant's Alterations or improvements; and Tenant hereby assigns to Landlord all
of its right in and to such award. Nothing contained in this Article 14 shall be
deemed to prevent Tenant from making a separate claim in any condemnation
proceedings for the then value of any Tenant's Property or Specialty Alteration
included in such taking and for any moving expenses, provided any such award is
in addition to, and does not result in a reduction of, the award made to
Landlord.

     Section 14.3 Temporary Taking. Notwithstanding the provisions of Section
14.1, if all or any part of the Premises is acquired or condemned temporarily
for a period of 18 months or less during the Term for any public or quasi-public
use or purpose, Tenant shall give prompt notice to Landlord and the Term shall
not be reduced or affected in any way and Tenant shall continue to pay all Rent
payable by Tenant without reduction or abatement and to perform all of its other
obligations under this Lease, except to the extent prevented from doing so by
the condemning authority, and Tenant shall be entitled to receive any award or
payment from the condemning authority for such use, which award shall be
received, held and applied by Tenant as a trust fund for payment of the Rent
falling due, provided that if the acquisition or condemnation is for a period
extending beyond the Term, such award shall be apportioned between Landlord and
Tenant and Landlord shall receive the portion of such award relating to the
period after the Term. If the acquisition or condemnation of all or any part of
the Premises is for a period of more than 18 months, the provisions of Sections
14.1 and 14.2 shall apply.

                                   ARTICLE 15

                            ASSIGNMENT AND SUBLETTING

     Section 15.1 (a) No Assignment or Subletting. Except as expressly set forth
herein, Tenant shall not assign, mortgage, pledge, encumber, or otherwise
transfer this Lease, whether by operation of law or otherwise, and shall not
sublet (or underlet), or permit, or suffer the Premises or any part thereof to
be used or occupied by others (whether for desk space, mailing privileges or
otherwise), without Landlord's prior consent in each instance. Any assignment,
sublease, mortgage, pledge, encumbrance or transfer in contravention of the
provisions of this Article 15 shall be void.

          (b) Collection of Rent. If, without Landlord's consent, this Lease is
assigned, or any part of the Premises is sublet or occupied by anyone other than
Tenant or this Lease or


                                       36



the Premises or any of Tenant's Property is encumbered (by operation of law or
otherwise), Landlord may collect rent from the assignee, subtenant or occupant,
and apply the net amount collected to the Rent herein reserved. No such
collection of rent shall be deemed to be (i) a waiver of the provisions of this
Article 15, (ii) an acceptance of the assignee, subtenant or occupant as tenant,
or (iii) a release of Tenant from the performance of Tenant's covenants
hereunder. Tenant shall remain fully liable for the obligations under this
Lease.

          (c) Further Assignment/Subletting. Landlord's consent to any
assignment or subletting shall not relieve Tenant from the obligation to obtain
Landlord's express consent to any further assignment or subletting. In no event
shall any permitted subtenant assign or encumber its sublease or further sublet
any portion of its sublet space, or otherwise suffer or permit any portion of
the sublet space to be used or occupied by others.

     Section 15.2 Tenant's Notice. If Tenant desires to assign this Lease or
sublet all or any portion of the Premises, Tenant shall give notice thereof to
Landlord, which shall be accompanied by (i) with respect to an assignment of
this Lease, the date Tenant desires the assignment to be effective, and (ii)
with respect to a sublet of all or a part of the Premises, (A) the material
business terms on which Tenant would sublet such premises, and (B) a description
of the portion of the Premises to be sublet. Such notice shall be deemed an
irrevocable offer from Tenant to Landlord whereby Landlord (or Landlord's
designee) shall be granted the right, at Landlord's option, (1) to terminate
this Lease with respect to such space as Tenant proposes to sublease, provided
such space consists of at least 75% of the Premises and the term of the proposed
sublease is for a period equal to 75% or more of the remaining term of this
Lease (without giving effect to any renewal thereof which Tenant has not then
exercised) upon the terms and conditions hereinafter set forth, or (2) if the
proposed transaction is an assignment of this Lease or a subletting of 75% or
more of the rentable square footage of the Premises for a period equal to 75% or
more of the term of this Lease (without giving effect to any renewal thereof
which Tenant has not then exercised), to terminate this Lease with respect to
the entire Premises. Such option may be exercised by notice from Landlord to
Tenant within 45 days after Landlord's receipt of Tenant's notice.

     Section 15.3 Landlord's Termination. If Landlord exercises its option to
terminate all or a portion of this Lease pursuant to Section 15.2: (a) this
Lease shall end and expire with respect to all or a portion of the Premises, as
the case may be, on the date that such assignment or sublease was to commence
or, in the absence of such date, a date designated by Landlord, (b) Fixed Rent
and Tenant's payments for Taxes and Operating Expenses shall be apportioned,
paid or refunded as of such date, (c) Tenant, upon Landlord's request, shall
enter into an amendment of this Lease ratifying and confirming such total or
partial termination, and setting forth any appropriate modifications to the
terms and provisions hereof, (d) Landlord shall be free to lease the Premises
(or any part thereof) to Tenant's prospective assignee or subtenant and (e) if
this Lease shall end with respect to a portion of the Premises, Tenant shall, at
Tenant's sole cost and expense, separately demise such portion of the Premises,
and make available all utility services so as to make such portion of the


                                       37



Premises a self-contained rental unit satisfactory in all respects to Landlord
and in compliance with all Requirements.

     Section 15.4 (a) Landlord's Leaseback. If Landlord receives a notice from
Tenant as described in Section 15.2, Landlord or its designee may, at its
option, in lieu of exercising the option described in Section 15.2, sublease
from Tenant the space described in Tenant's notice (or, if the space described
in Tenant's notice constitutes 75 percent or more of the rentable square footage
contained in the Premises, Landlord may sublease from Tenant the entire
Premises) (such space being hereafter referred to as the "Leaseback Space"). If
Landlord exercises its option to sublet the Leaseback Space, such sublease to
Landlord or its designee (as subtenant) shall be at a rental rate equal to the
product of the lesser of (A) the rent per rentable square foot (including Fixed
Rent and Additional Rent) then payable pursuant to this Lease, and (B) the rent
per rentable square foot set forth in the proposed sublease, multiplied by the
rentable square foot area of the Leaseback Space; shall be for the same term as
that of the proposed subletting; and shall:

               (i) be expressly subject to all of the covenants, terms and
     conditions of this Lease except such as are irrelevant or inapplicable, and
     except as expressly set forth in this Article 15 to the contrary;

               (ii) give the subtenant the unqualified and unrestricted right,
     without Tenant's consent, to assign such sublease or any interest therein
     and/or to sublet all or any portion of the space covered by such sublease
     and to make alterations and improvements in the space covered by such
     sublease, and if the proposed sublease will result in all or substantially
     all of the Premises being sublet, grant Landlord or its designee the option
     to extend the term of such sublease for the balance of the Term of this
     Lease less one day;

               (iii) provide that any assignee or further subtenant of Landlord
     or its designee, may, at Landlord's option, be permitted to make
     alterations and decorations in such space and that any or all of such
     alterations, decorations and installations may be removed by such assignee
     or subtenant, at its option, prior to or upon the expiration or other
     termination of such sublease, provided that such assignee or subtenant
     shall, at its expense, repair any damage caused by such removal; and

               (iv) provide that (A) the parties to such sublease expressly
     negate any intention that the sublease estate be merged with any other
     estate held by either of such parties, (B) any assignment or sublease by
     Landlord or its designee (as the subtenant) may be for any purpose or
     purposes that Landlord, in its sole discretion, shall deem appropriate, (C)
     Tenant shall, at its sole cost and expense, at all times provide and permit
     reasonably appropriate means of ingress to and egress from such space so
     sublet by Tenant to Landlord or its designee, (D) Landlord may, at Tenant's
     expense, make such alterations as may be required or deemed necessary by
     Landlord to physically separate the Leaseback Space from the balance of the
     Premises and to


                                       38



     comply with any Requirements or insurance requirements relating to such
     separation, and (E) at the expiration of the term of such sublease, Tenant
     will accept the Leaseback Space in its then existing condition, subject to
     the obligations of the subtenant to make such repairs as may be necessary
     to preserve such premises in good order and condition.

          (b) Obligations Re: Leaseback Space. If Landlord exercises its option
to sublet the Leaseback Space:

               (i) Performance by Landlord, or its designee, under a sublease of
     the Leaseback Space shall be deemed performance by Tenant of any similar
     obligation under this Lease and Tenant shall not be liable for any default
     under this Lease or deemed to be in default hereunder if such default is
     occasioned by or arises from any act or omission of the subtenant pursuant
     such sublease; or

               (ii) Tenant shall have no obligation, at the expiration or
     earlier termination of the Term, to remove any alteration, installation or
     improvement made in the Leaseback Space by Landlord (or Landlord's
     designee); and

               (iii) Any consent required of Tenant, as Landlord under the
     sublease, shall be deemed granted if consent with respect thereto is
     granted by Landlord under this Lease, and any failure of Landlord (or its
     designee) to comply with the provisions of the sublease other than with
     respect to the payment of Rent shall not constitute a default thereunder or
     hereunder if Landlord shall have consented to such non-compliance.

     Section 15.5 Conditions to Assignment/Subletting. (a) If Landlord does not
exercise any of Landlord's options provided under Sections 15.2 and 15.4, and
provided that no Event of Default then exists, Landlord's consent to the
proposed assignment or subletting shall not be unreasonably withheld or delayed.
Such consent shall be granted or denied, as the case may be, within 30 days
after Landlord's receipt of (i) a true and complete statement reasonably
detailing the identity of the proposed assignee or subtenant, the nature of its
business and its proposed use of the Premises, (ii) current financial
information with respect to the proposed assignee or subtenant, including its
most recent financial statements, and (iii) any other information Landlord may
reasonably request, provided that:

               (A) in Landlord's reasonable judgment, the proposed assignee or
     subtenant is engaged in a business or activity, and the Premises will be
     used in a manner, which (1) is in keeping with the then standards of the
     Building, (2) limits the use of the Premises to general and executive
     offices, and (3) does not violate any restrictions set forth in this Lease,
     any Mortgage or Superior Lease or any negative covenant as to use of the
     Premises required by any other lease in the Building;


                                       39



               (B) the proposed assignee or subtenant is a reputable Person or
     entity of good character with sufficient financial means to perform all of
     its obligations under this Lease or the sublease, as the case may be, and
     Landlord has been furnished with reasonable proof thereof, and Landlord or
     any Affiliate of Landlord is not litigating against or has been threatened
     with litigation by such proposed assignee of subtenant or its Affiliates
     within the prior 12 months;

               (C) if Landlord has, or reasonably expects to have within four
     months thereafter, comparable space available in the Building, neither the
     proposed assignee or subtenant nor any Affiliate of the proposed assignee
     or subtenant is then an occupant of the Building;

               (D) the proposed assignee or subtenant is not a Person or entity
     (or Affiliate of a Person or entity) with whom Landlord or Landlord's Agent
     is then, or has been within the prior four months, negotiating in
     connection with the rental of space in the Building;

               (E) the form of the proposed sublease or instrument of assignment
     shall be reasonably satisfactory to Landlord and shall comply with the
     provisions of this Article 15;

               (F) there shall be not more than 3 occupants of the Premises;

               (G) the aggregate consideration to be paid by the proposed
     subtenant under the terms of the proposed sublease shall not be less than
     the aggregate fixed rent and additional rent at which Landlord is then
     offering to lease other space in the Building (the "Market Sub-Rent"),
     determined as though the Premises were vacant and in their then "as is"
     condition, and taking into account (x) the length of the term of the
     proposed sublease, and (y) the location of the Premises in the Building;

               (H) Tenant shall, upon demand, reimburse Landlord for all
     reasonable out-of-pocket expenses incurred by Landlord in connection with
     such assignment or sublease, including any investigations as to the
     acceptability of the proposed assignee or subtenant, reviewing any plans
     and specifications for Alterations proposed to be made in connection
     therewith, and all legal costs reasonably incurred in connection with the
     granting of any requested consent;

               (I) Tenant has not and shall not (A) publicize the availability
     of the Premises, or (B) list the Premises to be sublet or assigned with a
     broker, agent or other entity or otherwise offer the Premises for
     subletting at a rental rate of less than the Market Sub-Rent;

               (J) if the proposed subtenant or assignee is an entity organized
     under the laws of any jurisdiction other than the United States or any
     state thereof, or is not a


                                       40



     United States citizen, if an individual, such Person shall waive any
     immunity to which it may entitled, and shall be subject to the service of
     process in, and the jurisdiction of the courts of, the City and State of
     New York; and

               (K) in Landlord's reasonable judgment, the proposed assignee or
     subtenant shall not be of a type or character, or engaged in a business or
     activity, or owned or controlled by or identified with any entity, which
     may result in protests or civil disorders or commotions at, or other
     disruptions of the normal business activities in, the Building.

          (b) With respect to each and every subletting and/or assignment
authorized by Landlord under the provisions of this Lease, it is further agreed
that:

               (i) the form of the proposed assignment or sublease shall be
     reasonably satisfactory to Landlord and shall comply with the provisions of
     this Article;

               (ii) no sublease shall be for a term ending later than one day
     prior to the Expiration Date of this Lease;

               (iii) no sublease shall be delivered to any subtenant, and no
     subtenant shall take possession of any part of the Premises, until an
     executed counterpart of such sublease has been delivered to Landlord and
     approved by Landlord as provided in Section 15.5(a);

               (iv) if an Event of Default shall occur at any time prior to the
     effective date of such assignment or subletting, then Landlord's consent
     thereto, if previously granted, shall be immediately deemed revoked without
     further notice to Tenant, and if such assignment or subletting would have
     been permitted without Landlord's consent pursuant to Section 15.9, such
     permission shall be void and without force and effect, and in either such
     case, any such assignment or subletting shall constitute a further Event of
     Default hereunder; and

               (v) each sublease shall be subject and subordinate to this Lease
     and to the matters to which this Lease is or shall be subordinate, it being
     the intention of Landlord and Tenant that Tenant shall assume and be liable
     to Landlord for any and all acts and omissions of all subtenants and anyone
     claiming under or through any subtenants which, if performed or omitted by
     Tenant, would be a default under this Lease; and Tenant and each subtenant
     shall be deemed to have agreed that upon the occurrence and during the
     continuation of an Event of Default hereunder, Tenant has hereby assigned
     to Landlord, and Landlord may, at its option, accept such assignment of,
     all right, title and interest of Tenant as sublandlord under such sublease,
     together with all modifications, extensions and renewals thereof then in
     effect, and such subtenant shall, at Landlord's option and upon notice from
     Landlord, attorn to Landlord pursuant to the then executory provisions of
     this Lease other than the


                                       41



     monetary terms of this Lease, which monetary terms shall be governed by the
     terms of such sublease, except that Landlord shall not be (A) liable for
     any previous act or omission of Tenant under such sublease, (B) subject to
     any counterclaim, offset or defense, which theretofore accrued to such
     subtenant against Tenant, (C) bound by any previous modification of such
     sublease not consented to by Landlord, or by any prepayment of more than
     one month's rent and additional rent under such sublease, (D) bound to
     return such subtenant's security deposit, if any, except to the extent that
     Landlord shall receive actual possession of such deposit and such subtenant
     shall be entitled to the return of all or any portion of such deposit under
     the terms of its sublease, or (E) obligated to make any payment to or on
     behalf of such subtenant, or to perform any work in the subleased space or
     the Building, or in any way to prepare the subleased space for occupancy,
     beyond Landlord's obligations under this Lease. The provisions of this
     Section 15.5(b)(v) shall be self-operative, and no further instrument shall
     be required to give effect to this provision, provided that the subtenant
     shall execute and deliver to Landlord any instruments Landlord may
     reasonably request to evidence and confirm such subordination and
     attornment.

     Section 15.6 Binding on Tenant; Indemnification of Landlord.
Notwithstanding any assignment or subletting or any acceptance of Rent by
Landlord from any assignee or subtenant, Tenant shall remain fully liable for
the payment of all Rent due and for the performance of all other terms,
covenants and conditions contained in this Lease on Tenant's part to be observed
and performed, and any default under any term, covenant or condition of this
Lease by any subtenant or assignee or anyone claiming under or through any
subtenant or assignee shall be deemed to be a default under this Lease by
Tenant. Tenant shall indemnify, defend, protect and hold harmless Landlord from
and against any and all Losses (as defined in Section 32.1(b)) resulting from
any claims that may be made against Landlord by the proposed assignee or
subtenant or anyone claiming under or through any subtenant or by any brokers or
other Persons claiming a commission or similar compensation in connection with
the proposed assignment or sublease, irrespective of whether Landlord shall give
or decline to give its consent to any proposed assignment or sublease, or if
Landlord shall exercise any of its options under this Article 15.

     Section 15.7 Tenant's Failure to Complete. If Landlord consents to a
proposed assignment or sublease and Tenant fails to execute and deliver to
Landlord such assignment or sublease within 90 days after the giving of such
consent or the economic terms of such sublease in the aggregate are less than
95% of the value of the economic terms proposed to Landlord pursuant to Section
15.2, then Tenant shall again comply with all of the provisions and conditions
of Sections 15.2, 15.4 and 15.5 hereof before assigning this Lease or subletting
all or part of the Premises.

     Section 15.8 Profits. If Tenant shall enter into any assignment or sublease
permitted hereunder or consented to by Landlord, Tenant shall, within 60 days of
Landlord's consent to such assignment or sublease, deliver to Landlord a
complete list of Tenant's reasonable third-party brokerage fees, legal fees and
architectural fees, work allowances or costs of


                                       42



improvements performed by Tenant in connection with such assignment or sublease
and reasonable rent concessions (collectively, "Tenant's Expenses") paid or to
be paid in connection with such transaction, together with a list of all of
Tenant's Property to be transferred to such assignee or sublessee. Tenant shall
deliver to Landlord evidence of the payment of such fees promptly after the same
are paid. In consideration of such assignment or subletting, Tenant shall pay to
Landlord:

          (a) In the case of an assignment, on the effective date of the
assignment, an amount equal to 50% of all sums and other consideration paid to
Tenant by the assignee for or by reason of such assignment (including sums paid
for the sale or rental of Tenant's Property, less, in the case of a sale
thereof, the then fair market value thereof, as reasonably determined by
Landlord) after first deducting Tenant's Expenses in connection with such
transaction; or

          (b) In the case of a sublease, 50% of any consideration payable under
the sublease to Tenant by the subtenant which exceeds on a per square foot basis
the Fixed Rent and Additional Rent accruing during the term of the sublease in
respect of the subleased space (together with any sums paid for the sale or
rental of Tenant's Property, less, in the case of the sale thereof, the then
fair market value thereof, as reasonably determined by Landlord) after first
deducting Tenant's Expenses in connection with such transaction, and if such
sublease is less than the entire Premises, the actual cost incurred by Tenant in
separately demising the subleased space. The sums payable under this clause
shall be paid by Tenant to Landlord as and when paid by the subtenant to Tenant.

     Section 15.9 (a) Transfers. If Tenant is a corporation, the transfer by one
or more transfers, directly or indirectly, by operation of law or otherwise, of
a majority of the stock of Tenant shall be deemed a voluntary assignment of this
Lease; provided, however, that the provisions of this Article 15 shall not apply
to the transfer of shares of stock of Tenant if and so long as Tenant is
publicly traded on a nationally recognized stock exchange. For purposes of this
Section 15.9 the term "transfers" shall be deemed to include the issuance of new
stock or of treasury stock which results in a majority of the stock of Tenant
being held by a Person or Persons that do not hold a majority of the stock of
Tenant on the date hereof. If Tenant is a partnership, the transfer by one or
more transfers, directly or indirectly, by operation of law or otherwise, of a
majority interest in the partnership or otherwise in violation of the provision
of Section 29.2 shall be deemed a voluntary assignment of this Lease. If Tenant
is a limited liability company, trust, or any other legal entity (including a
corporation or a partnership), the transfer by one or more transfers, directly
or indirectly, of Control of such entity, however characterized, shall be deemed
a voluntary assignment of this Lease. The provisions of Section 15.1 shall not
apply to transactions with an entity into or with which Tenant is merged or
consolidated or to which substantially all of Tenant's assets are transferred so
long as (i) such transfer was made for a legitimate independent business purpose
and not for the purpose of transferring this Lease, (ii) the successor to Tenant
has a net worth computed in accordance with generally accepted accounting
principles at least equal to the greater of (1) the net worth of Tenant
immediately prior to such merger,


                                       43



consolidation or transfer, and (2) the net worth of the original Tenant on the
date of this Lease, and (iii) proof satisfactory to Landlord of such net worth
is delivered to Landlord at least 10 days prior to the effective date of any
such transaction. Tenant may also, upon prior notice to but without the consent
of Landlord, permit any Person which Controls, is Controlled by, or is under
common Control with the original Tenant named herein (a "Related Entity") to
sublet all or part of the Premises for any Permitted Use for so long as such
Person remains a Related Entity, provided the Related Entity is in Landlord's
reasonable judgment of a character and engaged in a business which is in keeping
with the standards for the Building and the occupancy thereof. Such sublease
shall not be deemed to vest in any such Related Entity any right or interest in
this Lease or the Premises nor shall it relieve, release, impair or discharge
any of Tenant's obligations hereunder.

          (b) Applicability. The limitations set forth in this Section 15.9
shall apply to subtenant(s), assignee(s) and guarantor(s) of this Lease, if any,
and any transfer by any such entity in violation of this Section 15.9 shall be a
transfer in violation of Section 15.1.

          (c) Modifications, Takeover Agreements. Any modification, amendment or
extension of a sublease and/or any other agreement by which a landlord (or its
affiliate) of a building other than the Building agrees to assume or perform the
obligations of Tenant under this Lease shall be deemed a sublease for the
purposes of Section 15.1 hereof.

     Section 15.10 Assumption of Obligations. Any assignment or transfer,
whether made with Landlord's consent or without Landlord's consent, if and to
the extent permitted hereunder, shall not be effective unless and until the
assignee executes, acknowledges and delivers to Landlord (a) an agreement in
form and substance satisfactory to Landlord whereby the assignee (i) assumes
Tenant's obligations under this Lease and (ii) agrees that, notwithstanding such
assignment or transfer, the provisions of Section 15.1 hereof shall be binding
upon it in respect of all future assignments and transfers and (b) certificates
or policies of insurance as required under Article 12.

     Section 15.11 Tenant's Liability. The joint and several liability of Tenant
and any successors-in-interest of Tenant and the due performance of Tenant's
obligations under this Lease shall not be discharged, released or impaired by
any agreement or stipulation made by Landlord, or any grantee or assignee of
Landlord, extending the time, or modifying any of the terms and provisions of
this Lease, or by any waiver or failure of Landlord, or any grantee or assignee
of Landlord, to enforce any of the terms and provisions of this Lease.

     Section 15.12 Listings in Building Directory. The listing of any name other
than that of Tenant on the doors of the Premises, the Building directory or
elsewhere shall not vest any right or interest in this Lease or in the Premises,
nor be deemed to constitute Landlord's consent to any assignment or transfer of
this Lease or to any sublease of the Premises or to the use or occupancy thereof
by others. Any such listing shall constitute a privilege revocable in Landlord's
discretion by notice to Tenant.


                                       44



     Section 15.13 Lease Disaffirmance or Rejection. If at any time after an
assignment by Tenant named herein, this Lease is not affirmed or rejected in any
proceeding of the types described in Sections 18.1(f) and (g) hereof or any
similar proceeding, or upon a termination of this Lease due to any such
proceeding, Tenant named herein, upon request of Landlord given within 30 days
after such disaffirmance, rejection or termination (and actual notice thereof to
Landlord in the event of a disaffirmance or rejection or in the event of
termination other than by act of Landlord), shall (a) pay to Landlord all Rent
and other charges due and owing by the assignee to Landlord under this Lease to
and including the date of such disaffirmance, rejection or termination, and (b)
as "tenant," enter into a new lease of the Premises with Landlord for a term
commencing on the effective date of such disaffirmance, rejection or termination
and ending on the Expiration Date, unless sooner terminated in accordance
therewith, at the same Rent and upon the then executory terms, covenants and
conditions contained in this Lease, except that (i) the rights of Tenant named
herein under the new lease shall be subject to the possessory rights of any
Persons claiming through or under such assignee or by virtue of any statute or
of any order of any court, (ii) such new lease shall require all defaults
existing under this Lease to be cured by Tenant named herein with due diligence,
and (iii) such new lease shall require Tenant named herein to pay all Rent
which, had this Lease not been so disaffirmed, rejected or terminated, would
have become due under the provisions of this Lease after the date of such
disaffirmance, rejection or termination with respect to any period prior
thereto. If Tenant named herein defaults in its obligations to enter into such
new lease for a period of 10 days after Landlord's request, then, in addition to
all other rights and remedies by reason of default, either at law or in equity,
Landlord shall have the same rights and remedies against Tenant named herein as
if it had entered into such new lease and such new lease had thereafter been
terminated as of the commencement date thereof by reason of Tenant's default
thereunder.

                                   ARTICLE 16

                                   ELECTRICITY

     Section 16.1 (a) Electricity. Landlord shall redistribute or furnish
electricity to or for the use of Tenant in the Premises for the operation of
Tenant's electrical systems and equipment in the Premises, at a level sufficient
to accommodate a demand load of six watts of electricity per useable square foot
of office space in the Premises. An estimated charge for such electricity (the
"Electrical Inclusion Factor") is included in Fixed Rent on a so-called "rent
inclusion" basis; however, the value to Tenant of such service may not be fully
reflected in Fixed Rent. Accordingly, Tenant agrees that following the
commencement of Tenant's ordinary business activities in the Premises, Landlord
may cause an independent electrical engineer or electrical consulting firm
selected by Landlord ("Landlord's Consultant") to make a determination,
certified in writing to Landlord and Tenant, of the full value of the electrical
service supplied to Tenant, based upon a survey indicating the lighting load,
office equipment and all other electrical usage by Tenant. Thereafter, Landlord
may, at any time and from time to time, at its sole option, cause Landlord's
Consultant to make


                                       45



subsequent determinations of the then full value of the electrical service
supplied to Tenant on the basis set forth in the immediately preceding sentence.
If Landlord's Consultant determines that the full value of the electrical
service supplied to Tenant exceeds the Electrical Inclusion Factor, as increased
from time to time in accordance with this Section 16.1, then, upon notice to
Tenant, Fixed Rent and the Electrical Inclusion Factor shall be increased to
reflect the full value, on an annual basis, of such increased electrical usage
by Tenant. Any increase in Fixed Rent and the Electrical Inclusion Factor shall
be effective as of the date of the increase in Tenant's electrical usage, as
determined by the survey, and Tenant's liability therefor shall be retroactive
to such date. The computation of the Electrical Inclusion Factor under this
Article 16 is intended to constitute a formula for an agreed rental adjustment
and may or may not constitute an actual reimbursement to Landlord for the
electrical service supplied to Tenant pursuant to this Lease. If any tax is
imposed on Landlord's receipts or income from the redistribution, furnishing, or
sale of electricity to Tenant as provided for above (other than a general tax on
corporate income not specific to the provision of electricity), whether based on
the Electrical Inclusion Factor or any increase therein provided for above or
otherwise, Tenant shall reimburse Landlord for such tax, if and to the extent
permitted by law.

          (b) Survey by Tenant. Wherever in this Section 16.1 Landlord is given
the right to cause Landlord's Consultant to make a determination of the full
value of the annual electric services supplied to Tenant, Tenant shall have the
right (i) to dispute such determination by notice delivered to Landlord within
20 days after notice to Tenant of such determination (time being of the essence
as to such date), and (ii) to designate in such notice an independent electrical
engineer or electrical consulting firm ("Tenant's Consultant") to make, at
Tenant's sole cost and expense, a determination of Tenant's electrical usage at
the Premises, using the same method used by Landlord's Consultant as set forth
in Section 16.1(a). If Tenant's Consultant determines that Tenant's electrical
usage at the Premises is less than that determined by Landlord's Consultant (or
if Tenant's Consultant otherwise disputes the conclusions of Landlord's
Consultant) and such consultants are unable to reach agreement within 10 days
following notice to Landlord of the determination by Tenant's Consultant, then
Landlord's Consultant and Tenant's Consultant shall jointly appoint a third
electrical engineer or consulting firm to conduct a survey to determine Tenant's
electrical usage. The determination by such third electrical engineer or
consulting firm shall be final and the costs of such determination shall be
borne by the unsuccessful party (and if both parties are partially successful,
the third electrical engineer shall apportion the costs between the parties
based on the degree of success of each party). Pending such final determination,
Tenant shall pay to Landlord the Electrical Inclusion Factor determined by
Landlord's Consultant. Following a final determination pursuant to the terms
hereof, Tenant shall pay to Landlord the amount of any underpayment by Tenant,
or Landlord shall credit to Tenant the amount of any overpayment by Tenant. If
Tenant shall fail to dispute the initial determination of Landlord's Consultant
within the above-described 20-day period, then such determination shall be
deemed to be final and binding on Landlord and Tenant.


                                       46



          (c) Electricity Rates. If Landlord's cost of electricity increases or
decreases after the Commencement Date for any reason whatsoever, then the
Electrical Inclusion Factor shall be increased or decreased, as the case may be,
in the same percentage for the remainder of the Term . Landlord's Consultant
shall determine the percentage for the changes in the Electrical Inclusion
Factor resulting from any change in Landlord's cost of electricity. Landlord
shall notify Tenant of any such changes and any such increase or decrease in
Fixed Rent and the Electrical Inclusion Factor shall be effective as of the date
of such increase or decrease in Landlord's cost of electricity, and Tenant's
liability therefor shall be retroactive to such date. Notwithstanding anything
set forth herein to the contrary, the Electrical Inclusion Factor shall in no
event be decreased below the amount set forth in Article 1 of this Lease.

          (d) Submetering Option. Landlord shall have the option at any time
after the Commencement Date of installing submeters in the Premises at Tenant's
expense to measure Tenant's electrical consumption. If Landlord exercises such
option, Fixed Rent shall be reduced by an amount equal to the Electrical
Inclusion Factor in effect as of commencement of the operation of such
submeters, and Tenant shall pay to Landlord, from time to time, but no more
frequently than monthly, for its consumption of electricity at the Premises, a
sum equal to 107.5% of the product obtained by multiplying (i) the Cost Per
Kilowatt Hour, and (ii) the actual number of kilowatt hours of electric current
consumed by Tenant in such billing period. If any tax is imposed upon Landlord's
receipts from the sale or resale of electricity to Tenant, Tenant shall pay such
tax if and to the extent permitted by law as if Tenant were the ultimate
consumer of such electricity. Where more than one meter measures the electricity
to Tenant, the electricity measured by each meter shall be computed and billed
separately in accordance with the provisions set forth above. Bills for such
amounts shall be rendered to Tenant at such times as Landlord may elect.

     Section 16.2 Excess Electricity. Tenant shall at all times comply with the
rules and regulations of the utility company supplying electricity to the
Building. Subject to Tenant's right to use the electric capacity set forth in
Section 16.1, Tenant shall not use any electrical equipment which, in Landlord's
judgment, would exceed the capacity of the electrical equipment serving the
Premises or interfere with the electrical service to other tenants of the
Building. Tenant shall not make or perform, or permit the making or performance
of, any Alterations to wiring installations or other electrical facilities in or
serving the Premises or make any additions to the office equipment or other
appliances in the Premises which utilize electrical energy (other than ordinary
small office equipment) without the prior consent of Landlord, in each instance,
and in compliance with this Lease.

     Section 16.3 Service Disruption. Landlord shall not be liable in any way to
Tenant for any failure, defect or interruption of, or change in the supply,
character and/or quantity of electric service furnished to the Premises for any
reason except if attributable to the negligence or willful misconduct of
Landlord, nor shall there be any allowance to Tenant for a diminution of rental
value other than pursuant to Section 11.10, nor shall the same constitute an
actual or constructive eviction of Tenant, in whole or in part, or relieve
Tenant


                                       47



from any of its Lease obligations, and no liability shall arise on the part of
Landlord by reason of inconvenience, annoyance or injury to business whether
electricity is provided by public or private utility or by any electricity
generation system owned and operated by Landlord. Landlord shall use reasonable
efforts to minimize interference with Tenant's use and occupancy of the Premises
as a result of any such failure, defect or interruption of, or change in the
supply, character and/or quantity of, electric service, provided that Landlord
shall have no obligation to employ contractors or labor at overtime or other
premium pay rates or to incur any other overtime costs or additional expenses
whatsoever.

     Section 16.4 Discontinuance of Service. Landlord reserves the right to
discontinue furnishing electricity to Tenant in the Premises on not less than 60
days notice to Tenant, if Landlord discontinues furnishing electricity to
tenants (including Tenant) leasing an aggregate of at least 50% of the rentable
area of the Building, or is required to do so under applicable Requirements. If
Landlord exercises such right, or is compelled to discontinue furnishing
electricity to Tenant, this Lease shall continue in full force and effect and
shall be unaffected thereby, except that from and after the effective date of
such discontinuance, Landlord shall not be obligated to furnish electricity to
Tenant hereunder and Fixed Rent shall be reduced by an amount equal to the
Electrical Inclusion Factor then in effect. If Landlord so discontinues
furnishing electricity, Tenant shall arrange to obtain electricity directly from
any utility company or other electricity provider serving the Premises. Such
electricity may be furnished to Tenant by means of the existing electrical
facilities serving the Premises, at no charge by Landlord, to the extent
available, suitable and safe for such purposes. All other equipment which may be
required to obtain electricity of substantially the same quantity, quality and
character shall be installed by Landlord at the sole cost and expense of (a)
Landlord, if Landlord voluntarily discontinues such service, or (b) Tenant, if
(i) Landlord is compelled to discontinue such service by the public utility or
pursuant to applicable Requirements or (ii) if such discontinuance arises out of
the acts of omissions of Tenant. Landlord shall not voluntarily discontinue
furnishing electricity to Tenant until Tenant is able to receive electricity
directly from the utility company or other company servicing the Building,
unless the utility company or other company is not prepared to furnish
electricity to the Premises on the date required as a result of Tenant's delay
or negligence in arranging for service or Tenant's refusal to provide the
utility company or other company with a deposit or other security requested by
the utility company or other company or Tenant's refusal to take any other
action requested by the utility company or other company.

                                   ARTICLE 17

                               ACCESS TO PREMISES

     Section 17.1 Landlord's Access. (a) Tenant shall permit Landlord,
Landlord's agents, utility companies and other service providers servicing the
Building to erect, use and maintain ducts, pipes and conduits in and through the
Premises provided such use does not cause the usable area of the Premises to be
reduced beyond an immaterial amount. Landlord


                                       48



shall promptly repair any damage to the Premises or Tenant's Property caused by
any work performed pursuant to this Article. Any pipes, ducts, or conduits
installed in or through the Premises pursuant to this Section 17.1 shall either
be concealed behind, beneath or within then existing partitioning, columns,
ceilings or floors located in the Premises, or completely furred at points
immediately adjacent to existing partitioning columns or ceilings located in the
Premises.

          (b) Landlord, any Lessor or Mortgagee and any other party designated
by Landlord and their respective agents shall have the right to enter the
Premises at all reasonable times, upon reasonable notice (which notice may be
oral) except in the case of emergency, (i) to examine the Premises, (ii) to show
the Premises to prospective purchasers, Mortgagees or Lessors of the Building
and their respective agents and representatives or others, and during the last
12 months of the Term to prospective lessees of premises in the Building and
(iii) to make such repairs, alterations or additions to the Premises or the
Building (A) as Landlord may deem necessary or appropriate, including the right
to modify or change the facade of and the windows in the Building and to install
solar film on the windows, (B) which Landlord may elect to perform following
Tenant's failure to perform, or (C) to comply with any Requirements, and
Landlord shall be allowed to take all material into the Premises that may be
required for the performance of such work without the same constituting an
actual or constructive eviction of Tenant in whole or in part and without any
abatement of Rent.

          (c) All parts (except surfaces facing the interior of the Premises) of
all walls, windows and doors bounding the Premises, including exterior Building
walls, exterior core corridor walls, and doors and entrances (other than doors
and entrances solely connecting areas within the Premises), all balconies,
terraces and roofs adjacent to the Premises, all space in or adjacent to the
Premises used for shafts, stacks, risers, fan rooms, electrical and
communication closets, stairways, mail chutes, conduits and other mechanical
facilities, Building Systems and Building facilities are not part of the
Premises, and Landlord shall have the use thereof and access thereto through the
Premises for the purposes of Building operation, maintenance, alteration and
repair.

          (d) If Tenant requests that Landlord landscape any setback adjacent to
the Premises (a "Setback"), Landlord shall determine whether to do so in
Landlord's reasonable discretion. If Landlord determines to do so, Landlord
shall submit to Tenant drawings related thereto satisfactory to Landlord
(including any alterations or additions to the Building required thereby) for
Tenant's approval. If Tenant approves of such drawings, Landlord shall proceed
to do all the work shown on such drawings (including such alterations and
additions) (the "Setback Work"). If Tenant fails to approve of such drawings,
Landlord shall have no further obligations under this Section but Tenant shall
reimburse Landlord for the cost of the drawings, provided that if Landlord
agrees to modify such drawings at the request of Tenant, the Setback Work shall
include such modifications as Landlord shall approve. Tenant shall reimburse
Landlord, within 15 days after demand therefor, for the cost of preparing such
drawings, performing the Setback Work (plus an administrative charge equal to
10% of such


                                       49



cost), and the cost to Landlord of maintaining the Setback Work during the Term.
Nothing contained herein shall be deemed to vest in Tenant any easement, license
or privilege with respect to any use of the Setbacks or grant Tenant any right
to use or go upon the Setbacks. Tenant shall reimburse Landlord for any damage
caused to the Setbacks or other parts of the Building as a result of the Setback
Work and the maintenance thereof other than damage arising from the gross
negligence or willful misconduct of Landlord.

     Section 17.2 Final Month. If, during the last month of the Term, Tenant
removes all or substantially all of Tenant's Property from the Premises,
Landlord may, upon prior notice (which notice may be oral) and at reasonable
hours, renovate and/or redecorate the Premises, without abatement of any Rent or
incurring any liability to Tenant. Such acts shall not be deemed an actual or
constructive eviction and shall have no effect upon this Lease.

     Section 17.3 Alterations to Building. Landlord has the right at any time to
(a) change the name, number or designation by which the Building is commonly
known, or (b) alter the Building to change the arrangement or location of
entrances or passageways, concourses, plazas, doors and doorways, and corridors,
elevators, stairs, toilets, or other public parts of the Building without any
such acts constituting an actual or constructive eviction and without incurring
any liability to Tenant, so long as such changes do not materially diminish
access to the Building or the Premises. Landlord shall use reasonable efforts to
minimize interference with Tenant's use and occupancy of the Premises during the
making of such changes or alterations, provided that Landlord shall have no
obligation to employ contractors or labor at overtime or other premium pay rates
or to incur any other overtime costs or additional expenses whatsoever.

                                   ARTICLE 18

                                     DEFAULT

     Section 18.1 Tenant's Defaults. Each of the following events shall be an
"Event of Default" hereunder:

          (a) Tenant fails to pay when due any installment of Fixed Rent or
Additional Rent and such default continues for five Business Days after notice
of such default is given to Tenant, except that if Landlord shall have given two
such notices of default in the payment of any Rent in any twelve month period,
Tenant shall not be entitled to any further notice of delinquency in the payment
of any Rent or an extended period in which to make payment until such time as
twelve consecutive months shall have elapsed without Tenant having failed to
make any such payment when due, and the occurrence of any default in the payment
of any Rent within such twelve month period after the giving of two such notices
shall constitute an Event of Default; or


                                       50



          (b) Tenant defaults in the observance or performance of any other
term, covenant or condition of this Lease to be observed or performed by Tenant
and such default continues for more than 20 days after notice by Landlord to
Tenant of such default; or if such default is of such a nature that it can be
remedied but cannot be completely remedied within 20 days, Tenant fails to
commence to remedy such default within 20 days after such notice or, with
respect to any such default, Tenant, having commenced such remedy within 20 days
after such notice, fails to diligently prosecute to completion all steps
necessary to remedy such default or Tenant fails to complete such remedy within
90 days; or

          (c) Tenant defaults in the observance or performance of any term,
covenant or condition on Tenant's part to be observed or performed under any
other lease with Landlord or Landlord's predecessor-in-interest for space in the
Building and such default shall continue beyond any grace period set forth in
such other lease for the remedying of such default; or

          (d) Tenant's interest in this Lease shall devolve upon or pass to any
Person, whether by operation of law or otherwise, except as expressly permitted
under Article 15 hereof; or

          (e) Tenant generally does not, or is unable to, or admits in writing
its inability to, pay its debts as they become due; or

          (f) Tenant files a voluntary petition in bankruptcy or insolvency, or
is adjudicated a bankrupt or insolvent, or files any petition or answer seeking
any reorganization, liquidation, dissolution or similar relief under any present
or future federal bankruptcy act or any other present or future applicable
federal, state or other statute or law, or makes an assignment for the benefit
of creditors or seeks or consents to or acquiesces in the appointment of any
trustee, receiver, liquidator or other similar official for Tenant or for all or
any part of Tenant's property; or

          (g) if, within 60 days after the commencement of any proceeding
against Tenant, whether by the filing of a petition or otherwise, seeking
bankruptcy, insolvency, reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or any future
federal bankruptcy act or any other present or future applicable federal, state
or other statute or law, such proceeding shall not have been dismissed, or if,
within 60 days after the appointment of any trustee, receiver, liquidator or
other similar official for Tenant or for all or any part of Tenant's property,
without the consent or acquiescence of Tenant, such appointment shall not have
been vacated or otherwise discharged, or if any lien, execution or attachment or
other similar filing shall be made or issued against Tenant or any of Tenant's
property pursuant to which the Premises shall be taken or occupied or attempted
to be taken or occupied by someone other than Tenant; or


                                       51



          (h) if Landlord applies or retains any part of the Security Deposit,
and Tenant fails to deposit with Landlord the amount so applied or retained by
Landlord, or to provide Landlord with a replacement Letter of Credit (as defined
in Section 35.2), if applicable, within 5 days after notice by Landlord to
Tenant stating the amount applied or retained.

Upon the occurrence of any one or more of such Events of Default, Landlord may,
at its sole option, give to Tenant three days' notice of cancellation of this
Lease, in which event this Lease and the Term shall come to an end and expire
(whether or not the Term shall have commenced) upon the expiration of such three
day period with the same force and effect as if the date set forth in the notice
was the Expiration Date stated herein; and Tenant shall then quit and surrender
the Premises to Landlord, but Tenant shall remain liable for damages as provided
in Article 19 hereof.

     Section 18.2 Tenant's Liability. If, at any time, (a) Tenant shall be
comprised of two or more persons, (b) Tenant's obligations under this Lease
shall have been guaranteed by any person other than Tenant, or (c) Tenant's
interest in this Lease shall have been assigned, the word "Tenant," as used in
Section 18.1 (e), (f) and (g), shall be deemed to mean any one or more of the
Persons primarily or secondarily liable for Tenant's obligations under this
Lease. Any monies received by Landlord from or on behalf of Tenant during the
pendency of any proceeding of the types referred to in this Article shall be
deemed paid as compensation for the use and occupancy of the Premises and the
acceptance of any such compensation by Landlord shall not be deemed an
acceptance of Rent or a waiver on the part of Landlord of any rights under this
Lease.

                                   ARTICLE 19

                              REMEDIES AND DAMAGES

     Section 19.1 (a) Landlord's Remedies. If any Event of Default occurs, and
this Lease and the Term terminates as provided in Article 18:

               (i) Surrender of Possession. Tenant shall quit and surrender the
     Premises to Landlord, and Landlord and its agents may immediately, or at
     any time after such Event of Default, re-enter the Premises or any part
     thereof, without notice, either by summary proceedings, or by any other
     applicable action or proceeding, or by force (to the extent permitted by
     law) or otherwise in accordance with applicable legal proceedings (without
     being liable to indictment, prosecution or damages therefor), and may
     repossess the Premises and dispossess Tenant and any other Persons from the
     Premises and remove any and all of their property and effects from the
     Premises.

               (ii) Landlord's Reletting. Landlord, at Landlord's option, may
     relet all or any part of the Premises from time to time, either in the name
     of Landlord or otherwise, to such tenant or tenants, for any term ending
     before, on or after the


                                       52



     Expiration Date, at such rental and upon such other conditions (which may
     include concessions and free rent periods) as Landlord, in its sole
     discretion, may determine. Landlord shall have no obligation to and shall
     not be liable for refusal or failure to relet or, in the event of any such
     reletting, for refusal or failure to collect any rent due upon any such
     reletting; and no such refusal or failure shall relieve Tenant of, or
     otherwise affect, any liability under this Lease. Landlord, at Landlord's
     option, may make such alterations, decorations and other physical changes
     in and to the Premises as Landlord, in its sole discretion, considers
     advisable or necessary in connection with such reletting or proposed
     reletting, without relieving Tenant of any liability under this Lease or
     otherwise affecting any such liability.

          (b) Tenant's Waiver. Tenant, on its own behalf and on behalf of all
persons claiming through or under Tenant, including all creditors, hereby waives
all rights which Tenant and all such Persons might otherwise have under any
Requirement (i) to the service of any notice of intention to re-enter or to
institute legal proceedings, (ii) to redeem, or to re-enter or repossess the
Premises, or (iii) to restore the operation of this Lease, after (A) Tenant
shall have been dispossessed or ejected by judgment or by warrant of any court
or judge, (B) any re-entry by Landlord, or (C) any expiration or early
termination of the term of this Lease, whether such dispossession, re-entry,
expiration or termination shall be by operation of law or pursuant to the
provisions of this Lease. The words "re-enter," "re-entry" and "re-entered" as
used in this Lease shall not be deemed to be restricted to their technical legal
meanings.

          (c) Other Remedies. Upon the breach or threatened breach by Tenant, or
any persons claiming through or under Tenant, of any term, covenant or condition
of this Lease, Landlord shall have the right to enjoin such breach and to invoke
any other remedy allowed by law or in equity as if re-entry, summary proceedings
and other special remedies were not provided in this Lease for such breach. The
rights to invoke the remedies set forth above are cumulative and shall not
preclude Landlord from invoking any other remedy allowed at law or in equity.

     Section 19.2 (a) Landlord's Damages. If this Lease and the Term expire and
come to an end as provided in Article 18, or by or under any summary proceeding
or any other action or proceeding, or if Landlord shall re-enter the Premises as
provided in Section 19.1, then, in any of such events:

               (i) Tenant shall pay to Landlord all Rent payable under this
     Lease by Tenant to Landlord up to the Expiration Date or to the date of
     re-entry upon the Premises by Landlord, as the case may be;

               (ii) Landlord shall be entitled to retain all monies, if any,
     paid by Tenant to Landlord, whether as prepaid Rent, the Security Deposit
     or otherwise, and to draw upon any Letter of Credit or other security
     deposited by Tenant hereunder and retain the proceeds thereof, which
     monies, to the extent not otherwise applied to


                                       53



     amounts due and owing to Landlord, shall be credited by Landlord against
     any damages payable by Tenant to Landlord;

               (iii) Tenant shall pay to Landlord, in monthly installments, on
     the days specified in this Lease for payment of installments of Fixed Rent,
     any Deficiency; it being understood that Landlord shall be entitled to
     recover the Deficiency from Tenant each month as the same shall arise, and
     no suit to collect the amount of the Deficiency for any month, shall
     prejudice Landlord's right to collect the Deficiency for any subsequent
     month by a similar proceeding; and

               (iv) whether or not Landlord shall have collected any monthly
     Deficiency, Tenant shall pay to Landlord, on demand, in lieu of any further
     Deficiency and as liquidated and agreed final damages, a sum equal to the
     amount by which the Rent for the period which otherwise would have
     constituted the unexpired portion of the Term (assuming Additional Rent
     during such period to be the same as had been payable for the year
     immediately preceding such termination or re-entry, increased in each
     succeeding year by 4% (on a compounded basis)) exceeds the then fair and
     reasonable rental value of the Premises, for the same period (with both
     amounts being discounted to present value at a rate of interest equal to 2%
     below the then Base Rate) less the aggregate amount of Deficiencies
     theretofore collected by Landlord pursuant to the provisions of Section
     19.2(a)(iii) for the same period. If, before presentation of proof of such
     liquidated damages to any court, commission or tribunal, the Premises, or
     any part thereof, shall have been relet by Landlord for the period which
     otherwise would have constituted the unexpired portion of the Term, or any
     part thereof, the amount of rent reserved upon such reletting shall be
     deemed, prima facie, to be the fair and reasonable rental value for the
     part or the whole of the Premises so relet during the term of the
     reletting.

          (b) Reletting. If the Premises, or any part thereof, shall be relet
together with other space in the Building, the rents collected or reserved under
any such reletting and the expenses of any such reletting shall be equitably
apportioned for the purposes of this Section 19.2. Tenant shall not be entitled
to any rents collected or payable under any reletting, whether or not such rents
exceed the Fixed Rent reserved in this Lease. Nothing contained in Articles 18
or 19 shall be deemed to limit or preclude the recovery by Landlord from Tenant
of the maximum amount allowed to be obtained as damages under applicable
Requirements, or of any sums or damages to which Landlord may be entitled in
addition to the damages set forth in this Section 19.2.

     Section 19.3 Default Interest; Other Rights of Landlord. Any damages
payable under this Lease and not paid when due shall bear interest at the
Interest Rate from the due date until paid, and the interest shall be deemed
Additional Rent. If Tenant fails to pay any Additional Rent when due, Landlord,
in addition to any other right or remedy, shall have the same rights and
remedies as in the case of a default by Tenant in the payment of Fixed Rent. If
Tenant is in arrears in the payment of Rent, Tenant waives Tenant's right, if
any, to


                                       54



designate the items against which any payments made by Tenant are to be
credited, and Landlord may apply any payments made by Tenant to any items
Landlord sees fit, regardless of any request by Tenant. Landlord reserves the
right, without liability to Tenant and without constituting any claim of
constructive eviction, to suspend furnishing or rendering to Tenant any overtime
Building services or labor, materials or other property or services for which
Tenant is obligated to pay a separate charge under this Lease (excluding
electricity and water), in the event that (but only for so long as) Tenant is in
arrears in paying Landlord for such items for more than five (5) days after
notice from Landlord to Tenant demanding the payment of such arrears.

                                   ARTICLE 20

                   LANDLORD'S RIGHT TO CURE; FEES AND EXPENSES

     If Tenant defaults in the performance of its obligations under this Lease,
Landlord, without thereby waiving such default, may perform such obligation for
the account and at the expense of Tenant: (a) immediately or at any time
thereafter, and without notice, in the case of emergency or in the case the
default (i) materially interferes with the use by any other tenant of any space
in the Building, (ii) materially interferes with the efficient operation of the
Building, (iii) will result in a violation of any Requirement, (iv) will result
in a cancellation of any insurance policy maintained by Landlord, or (v) will
result in a breach of or default under any Superior Lease or Mortgage, and (b)
in any other case if such default continues after 15 days from the date Landlord
gives notice of Landlord's intention so to perform the defaulted obligation. All
costs and expenses incurred by Landlord in connection with any such performance
by it for the account of Tenant and all costs and expenses, including reasonable
counsel fees and disbursements, incurred by Landlord in any action or proceeding
(including any summary dispossess proceeding) brought by Landlord to enforce any
obligation of Tenant under this Lease and/or right of Landlord in or to the
Premises, shall be paid by Tenant to Landlord on demand, with interest thereon
at the Interest Rate from the date incurred by Landlord. Except as expressly
provided to the contrary in this Lease, all costs and expenses which, pursuant
to this Lease (including the Rules and Regulations) are incurred by Landlord and
payable to Landlord by Tenant, and all charges, amounts and sums payable to
Landlord by Tenant for any property, material, labor, utility or other services
which, pursuant to this Lease or at the request and for the account of Tenant,
are provided, furnished or rendered by Landlord, shall become due and payable by
Tenant to Landlord in accordance with the terms of the bills rendered by
Landlord to Tenant.


                                       55



                                   ARTICLE 21

               NO REPRESENTATIONS BY LANDLORD: LANDLORD'S APPROVAL

     Section 21.1 No Representations. Except as expressly set forth herein,
Landlord and Landlord's agents have made no warranties, representations,
statements or promises with respect to (i) the rentable and usable areas of the
Premises or the Building, (ii) the amount of any current or future Operating
Expenses or Taxes, (iii) the compliance with applicable Requirements of the
Premises or the Building, or (iv) the suitability of the Premises for any
particular use or purpose. No rights, easements or licenses are acquired by
Tenant under this Lease by implication or otherwise. Tenant is entering into
this Lease after full investigation and is not relying upon any statement or
representation made by Landlord not embodied in this Lease.

     Section 21.2 Consents; Approvals. All consents or approvals of Landlord may
be granted or withheld in Landlord's sole discretion unless specifically
provided to the contrary in this Lease.

     Section 21.3 No Money Damages. Wherever in this Lease Landlord's consent or
approval is required, if Landlord refuses to grant such consent or approval,
whether or not Landlord expressly agreed that such consent or approval would not
be unreasonably withheld, Tenant shall not make, and Tenant hereby waives, any
claim for money damages (including any claim by way of set-off, counterclaim or
defense) based upon Tenant's claim or assertion that Landlord unreasonably
withheld or delayed its consent or approval. Tenant's sole remedy shall be an
action or proceeding to enforce such provision, by specific performance,
injunction or declaratory judgment. In no event shall Landlord be liable for,
and Tenant, on behalf of itself and all other Tenant Parties, hereby waives any
claim for, any indirect, consequential or punitive damages, including loss of
profits or business opportunity, arising under or in connection with this Lease,
even if due to the gross negligence or willful misconduct of Landlord of its
agents or employees. Notwithstanding anything contained in this Section 21.3 to
the contrary, Tenant shall have the right to submit to arbitration in accordance
with Article 38 hereof any dispute in respect of whether Landlord has
unreasonably withheld any consent or approval to any Alteration pursuant to
Section 5.1 or any assignment or subletting pursuant to Section 15.4 requested
by Tenant hereunder which Landlord agreed not to unreasonably withhold
hereunder, and Tenant's sole remedy in all such circumstances shall be that,
upon the decision of the arbitrator that consent was unreasonably withheld, the
requested consent or approval shall be deemed to have been granted as provided
above without any further proceedings or any action being required.

     Section 21.4 Vibrations. Tenant recognizes and acknowledges that the
operation of the Building equipment may cause vibration or noise which may be
transmitted throughout the Premises. Landlord shall have no obligation to
endeavor to reduce such vibration or noise beyond that which is prevalent in
first-class renovated office buildings of comparable age and quality in midtown
Manhattan.


                                       56



                                   ARTICLE 22

                                   END OF TERM

     Section 22.1 Expiration. Upon the expiration or other termination of this
Lease, Tenant shall quit and surrender the Premises to Landlord, vacant, broom
clean and in good order and condition, ordinary wear and tear and damage for
which Tenant is not responsible under the terms of this Lease excepted, and
Tenant shall remove all of Tenant's Property and Tenant's Specialty Alterations
as may be required pursuant to Article 5 of this Lease. The foregoing obligation
shall survive the expiration or sooner termination of the Term. If the last day
of the Term or any renewal thereof falls on Saturday or Sunday, this Lease shall
expire on the immediately preceding Business Day.

     Section 22.2 Holdover Rent. Landlord and Tenant recognize that the damage
to Landlord resulting from any failure by Tenant to timely surrender possession
of the Premises may be substantial, may exceed the amount of the Rent
theretofore payable hereunder, and will be impossible to accurately measure.
Tenant therefore agrees that if possession of the Premises is not surrendered to
Landlord on or before the Expiration Date or sooner termination of the Term, in
addition to any other rights or remedies Landlord may have hereunder or at law,
Tenant shall (a) pay to Landlord for each month (or any portion thereof) during
which Tenant holds over in the Premises after the Expiration Date or sooner
termination of the Term, a sum equal to the greater of (i) one and one-half
times the Fixed Rent plus one and one-half times Tenant's Tax Payment plus one
and one-half times Tenant's Operating Payment payable under this Lease for the
last full calendar month of the Term in the case of the first month (or any
portion thereof) of any holdover and two times the Fixed Rent plus two times
Tenant's Tax Payment plus two times Tenant's Operating Payment payable under
this Lease for the last full calendar month of the Term in the case of each
month (or any portion thereof) thereafter or (ii) one and one-half times the
fair market rental value of the Premises for such month (as reasonably
determined by Landlord), (b) be liable to Landlord for (i) any payment or rent
concession which Landlord may be required to make to any tenant obtained by
Landlord for all or any part of the Premises (a "New Tenant") in order to induce
such New Tenant not to terminate its lease by reason of the holding-over by
Tenant, and (ii) the loss of the benefit of the bargain if any New Tenant shall
terminate its lease by reason of the holding-over by Tenant, and (c) if Tenant
holds over past 30 days after the Expiration Date or earlier termination of this
Lease, indemnify Landlord against all claims for damages by any New Tenant. No
holding-over by Tenant, nor the payment to Landlord of the amounts specified
above, shall operate to extend the Term hereof. Nothing herein contained shall
be deemed to permit Tenant to retain possession of the Premises after the
Expiration Date or sooner termination of this Lease, and no acceptance by
Landlord of payments from Tenant after the Expiration Date or sooner termination
of the Term shall be deemed to be other than on account of the amount to be paid
by Tenant in accordance with


                                       57



the provisions of this Article 22. All of Tenant's obligations under this
Article shall survive the expiration or earlier termination of the Term of this
Lease.

     Section 22.3 Waiver of Stay. Tenant expressly waives, for itself and for
any Person claiming through or under Tenant, any rights which Tenant or any such
Person may have under the provisions of Section 2201 of the New York Civil
Practice Law and Rules and of any successor law of like import then in force, in
connection with any holdover summary proceedings which Landlord may institute to
enforce the foregoing provisions of this Article 22.

                                   ARTICLE 23

                                 QUIET ENJOYMENT

          Provided this Lease is in full force and effect and no Event of
Default then exists, Landlord covenants that Tenant may peaceably and quietly
enjoy the Premises without hindrance by Landlord or any person lawfully claiming
through or under Landlord, subject to the terms and conditions of this Lease and
to all Superior Leases and Mortgages.

                                   ARTICLE 24

                             NO SURRENDER; NO WAIVER

     Section 24.1 No Surrender or Release. No act or thing done by Landlord or
Landlord's agents or employees during the Term shall be deemed an acceptance of
a surrender of the Premises, and no provision of this Lease shall be deemed to
have been waived by Landlord, unless such waiver is in writing and is signed by
Landlord, and any such waiver shall be effective only for the specific purpose
and in the specific instance in which given. If Tenant at any time desires to
have Landlord sublet the Premises for Tenant's account, Landlord or Landlord's
agents are authorized to receive Tenant's keys to the Premises for such purpose
without releasing Tenant from any of the obligations under this Lease, and
Tenant hereby relieves Landlord of any liability for loss of or damage to any of
Tenant's effects in connection with such subletting.

     Section 24.2 No Waiver. The failure of either party to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease, or any of the Rules and Regulations, shall not be
construed as a waiver or relinquishment of the future performance of such
obligations of this Lease or the Rules and Regulations, or of the right to
exercise such election but the same shall continue and remain in full force and
effect with respect to any subsequent breach, act or omission. The receipt by
Landlord of any Rent payable pursuant to this Lease or any other sums with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. No payment by Tenant


                                       58



or receipt by Landlord of a lesser amount than the monthly Fixed Rent or
Additional Rent herein stipulated shall be deemed to be other than a payment on
account of the earliest stipulated Fixed Rent or Additional Rent, or as Landlord
may elect to apply such payment, nor shall any endorsement or acceptance of any
check or other payment in the face of a statement on such check or any letter
accompanying such check or payment be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance of such Fixed Rent or Additional Rent or pursue any other
remedy provided in this Lease. The existence of a right of renewal or extension
of this Lease, or the exercise of such right, shall not limit Landlord's right
to terminate this Lease in accordance with the terms hereof.

                                   ARTICLE 25

                             WAIVER OF TRIAL BY JURY

          LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY
MATTERS IN ANY WAY ARISING OUT OF OR CONNECTED WITH THIS LEASE, THE RELATIONSHIP
OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR THE
ENFORCEMENT OF ANY REMEDY UNDER ANY REQUIREMENT. If Landlord commences any
summary proceeding against Tenant, Tenant will not interpose any counterclaim of
any nature or description in any such proceeding (unless failure to impose such
counterclaim would preclude Tenant from asserting in a separate action the claim
which is the subject of such counterclaim), and will not seek to consolidate
such proceeding with any other action which may have been or will be brought in
any other court by Tenant.

                                   ARTICLE 26

                              INABILITY TO PERFORM

          This Lease and the obligation of Tenant to pay Rent and to perform all
of the other covenants and agreements of Tenant hereunder shall not be affected,
impaired or excused by any Unavoidable Delays. Landlord shall use reasonable
efforts to promptly notify Tenant of any Unavoidable Delay which prevents
Landlord from fulfilling any of its obligations under this Lease.


                                       59



                                   ARTICLE 27

                                     NOTICES

          Except as otherwise expressly provided in this Lease, consents,
notices, demands, requests, approval or other communications given under this
Lease shall be in writing and shall be deemed sufficiently given or rendered if
delivered by hand (provided a signed receipt is obtained) or if sent by
registered or certified mail (return receipt requested) or by a nationally
recognized overnight delivery service making receipted deliveries, addressed as
follows:

          if to Tenant, at Tenant's address set forth on the first page of this
     Lease, Attn: Steven B. Hoskins with a copy to Tenant at the Building
     (following the Commencement Date), Attn: Roger Crane, or

          if to Landlord, at Landlord's address set forth on the first page of
     this Lease, Attn: Chief Financial Officer, and with copies to (a) Tishman
     Speyer Properties L.P., 520 Madison Avenue, New York, New York 10022, Attn:
     Property Manager -300 Park Avenue, (b) Tishman Speyer Properties L.P., 520
     Madison Avenue, New York, New York 10022, Attn: General Counsel, and (c)
     any Mortgagee or Lessor which shall have requested copies of notices, by
     notice given to Tenant in accordance with the provisions of this Article 27
     at the address designated by such Mortgagee or Lessor;

or to such other address(es) as either Landlord or Tenant or any Mortgagee or
Lessor may designate as its new address(es) for such purpose by notice given to
the other in accordance with the provisions of this Article 27. Any such
approval, consent, notice, demand, request or other communication shall be
deemed to have been given on the date of receipted delivery or refusal to accept
delivery as provided in this Article 27 or the date delivery is first attempted
but cannot be made due to a change of address of which no notice was given.

                                   ARTICLE 28

                              RULES AND REGULATIONS

          Tenant and all Tenant Parties shall observe and comply with the Rules
and Regulations, as supplemented or amended from time to time, provided, that in
case of any conflict or inconsistency between the provisions of this Lease and
any of the Rules and Regulations as originally promulgated or as supplemented or
amended from time to time, the provisions of this Lease shall control. Landlord
reserves the right, from time to time, to adopt additional Rules and Regulations
and to amend the Rules and Regulations then in effect. Nothing contained in this
Lease shall impose upon Landlord any obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease against any
other


                                       60



Building tenant, and Landlord shall not be liable to Tenant for violation of the
Rules and Regulations by any other tenant, its employees, agents, visitors or
licensees, except that Landlord shall not enforce any Rule or Regulation against
Tenant in a discriminatory fashion.

                                   ARTICLE 29

                               PARTNERSHIP TENANT

     Section 29.1 Partnership Tenant. If Tenant, or a permitted assignee of this
Lease pursuant to Article 15 hereof, is a partnership, or is comprised of two or
more Persons, individually or as partners of a partnership (any such partnership
and such Persons are referred to in this Article as "Partnership Tenant"), the
following shall apply: (a) the liability of each of the general partners
(excluding Persons solely holding interests as limited partners), each of the
partners in a limited liability partnership or Persons comprising Partnership
Tenant (the "Partners") shall be joint and several; (b) each of the Partners
hereby consents in advance to, and agrees to be bound by, any written instrument
which may hereafter be executed by Partnership Tenant or any of the Partners,
which shall modify, extend or discharge this Lease, in whole or in part, or
surrender all or any part of the Premises to Landlord; (c) any bills,
statements, notices, demands, requests or other communications given or rendered
to Partnership Tenant or to any of the Partners shall be binding upon
Partnership Tenant and all of the Partners; (d) if Partnership Tenant shall
admit new Partners, all new Partners shall, by their admission to Partnership
Tenant, be deemed to have assumed joint and several liability for the
performance of all of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed; (e) Partnership Tenant shall give
prompt notice to Landlord of the admission of any new Partners, and upon demand
of Landlord, shall cause each such new partner to execute and deliver to
Landlord an agreement in form and substance satisfactory to Landlord, wherein
each new Partner shall assume joint and several liability for the performance of
all the terms, covenants and conditions of this Lease on Tenant's part to be
observed and performed (but neither Landlord's failure to request any such
agreement nor the failure of any new Partner to execute or deliver any such
agreement to Landlord shall vitiate the provisions of this Section 29.1(e); and
(f) no change in the Partners of Partnership Tenant resulting from the admission
of a new Partner, or the death, retirement or withdrawal of a Partner shall
release Partnership Tenant or any Partner or former Partner from their
obligations under this Lease.

     Section 29.2 Change of Partners. If Tenant is a Partnership Tenant, (a) the
withdrawal (in the ordinary course of business), retirement, death, incompetency
or bankruptcy of any Partner, or the reallocation of partnership interests among
the Partners shall constitute an assignment of this Lease unless Partners
holding in the aggregate not less than 80% of the partnership interests in
Partnership Tenant immediately prior to such event remain as Partners holding
not less than 80% of the partnership interests in Partnership Tenant during the
12-month period immediately following such event (i.e., the transfer, by any of
the foregoing means, of more than 20% of the partnership interests in
Partnership


                                       61



Tenant in any consecutive 12-month period shall constitute an assignment of this
Lease subject to the provisions of Article 15), and (b) the reorganization of
Partnership Tenant into a professional corporation or a limited liability
partnership, or the reorganization of Tenant from a professional corporation or
a limited liability partnership into a partnership, shall constitute an
assignment of this Lease unless immediately following such reorganization the
Partners or shareholders, as the case may be, of Tenant shall be the same as
those existing immediately prior to such reorganization, and shall acknowledge
in writing to Landlord that they remain fully liable, jointly and severally,
under this Lease as provided in this Article 29. If Tenant shall become a
professional corporation, each individual shareholder, shareholder-employee, new
individual shareholder and new shareholder-employee of any professional
corporation which is a shareholder in Tenant shall have the same personal
liability (if any) as such individual or shareholder-employee would have under
this Lease if Tenant were a partnership and such individual or
shareholder-employee were a Partner or admitted as a new Partner. If any
individual Partner in Tenant is or becomes a shareholder-employee of a
professional corporation, such individual shall have the same personal liability
under this Lease as such individual would have if he and not the professional
corporation were a Partner of Tenant. If Tenant shall become a limited liability
partnership, (i) each Partner therein shall continue to have the same personal
liability as such Partner had under this Lease prior to Tenant becoming a
limited liability partnership, and (ii) each new partner admitted to such
limited liability partnership shall be bound by the provisions of Section 29.1,
and shall execute and deliver to Landlord the assumption agreement required
pursuant to Section 29.1(e) hereof.

     Section 29.3 Limited Recourse. If the original Tenant named herein ("Named
Tenant") is a Partnership Tenant, Landlord acknowledges and agrees that Landlord
shall not enforce the liability and obligations of Named Tenant hereunder except
against the Named Tenant and Named Tenant's assets and Landlord shall have no
right to enforce the liability and obligations of Named Tenant hereunder against
any principal, officer, shareholder, member or manager of Named Tenant.

                                   ARTICLE 30

                                   VAULT SPACE

          Notwithstanding anything contained in this Lease or indicated on any
sketch, blueprint or plan, no vaults, vault space or other space outside the
boundaries of the Real Property are included in the Premises. Landlord makes no
representation as to the location of the boundaries of the Real Property. All
vaults and vault space and all other space outside the boundaries of the Real
Property which Tenant may be permitted to use or occupy are to be used or
occupied under a revocable license. If any such license shall be revoked, or if
the amount of such space shall be diminished as required by any Governmental
Authority or by any public utility company, such revocation, diminution or
requisition shall not (i) constitute


                                       62



an actual or constructive eviction, in whole or in part, (ii) entitle Tenant to
any abatement or diminution of Rent, (iii) relieve Tenant from any of its
obligations under this Lease, or (iv) impose any liability upon Landlord. Any
fee, tax or charge imposed by any Governmental Authority for any such vaults,
vault space or other space occupied by Tenant shall be paid by Tenant.

                                   ARTICLE 31

                                     BROKER

     Section 31.1 Broker Representations. Landlord has retained Landlord's Agent
as leasing agent in connection with this Lease and Landlord shall be solely
responsible for any fee that may be payable to Landlord's Agent pursuant to a
separate agreement. Each of Landlord and Tenant represents and warrants to the
other that it has not dealt with any broker in connection with this Lease other
than Landlord's Agent and the Broker and that to the best of its knowledge and
belief, no other broker, finder or like entity procured or negotiated this Lease
or is entitled to any fee or commission in connection herewith. The execution
and delivery of this Lease by each party shall be conclusive evidence that each
party has relied upon the foregoing representations and warranties.

     Section 31.2 Indemnity. Each of Landlord and Tenant shall indemnify,
defend, protect and hold the other party harmless from and against any and all
Losses which the indemnified party may incur by reason of any claim of or
liability to any broker, finder or like agent (other than Landlord's Agent and
the Broker) arising out of any dealings claimed to have occurred between the
indemnifying party and the claimant in connection with this Lease, and/or the
above representation being false. The provisions of this Article 31 shall
survive the expiration or earlier termination of the Term of this Lease.

                                   ARTICLE 32

                                    INDEMNITY

     Section 32.1 (a) Tenant's Indemnity. Tenant shall not do or permit to be
done any act or thing upon the Premises or the Building which may subject
Landlord to any liability or responsibility for injury, damages to persons or
property or to any liability by reason of any violation of law or of any
Requirement (excluding any law or any Requirement applicable to the Building
which Landlord is obligated to comply with under this Lease), and shall exercise
such control over the Premises as to fully protect the Indemnitees against any
such liability. Tenant shall indemnify, defend, protect and hold harmless each
of the Indemnitees from and against any and all Losses (as defined in subsection
(b) hereof), resulting from any claims (i) against Indemnitees arising from any
act, omission or negligence of (A) any Tenant Party or (B) both Landlord and any
Tenant Party, provided, however, that Tenant's liability hereunder


                                       63



with respect to matters judicially determined to have arisen out of the
negligence of Landlord, which determination shall not be subject to appeal,
shall be limited to the amount of insurance coverage carried by Tenant pursuant
to Article 12 of this Lease, (ii) against the Indemnitees arising from any
accident, injury or damage whatsoever caused to any person or to the property of
any person and occurring during the Term or during the period of time, if any,
prior to the commencement or following the expiration of the Term that any
Tenant Party may have been given access to any portion of the Premises for the
purpose of performing work or otherwise, in or about the Premises, and (iii)
against the Indemnitees resulting from any breach, violation or nonperformance
of any covenant, condition or agreement of this Lease on the part of Tenant to
be fulfilled, kept, observed and performed.

          (b) Indemnity Inclusions. As used in this Lease, the term "Losses"
means any and all losses, liabilities, damages, claims, judgments, fines, suits,
demands, costs, interest and expenses of any kind or nature (including
reasonable attorneys' fees and disbursements) incurred in connection with any
claim, proceeding or judgment and the defense thereof, and including all costs
of repairing any damage to the Premises or the Building or the appurtenances of
any of the foregoing to which a particular indemnity and hold harmless agreement
applies.

          (c) Landlord's Indemnity. Landlord shall indemnify, defend and hold
harmless Tenant from and against all claims against Tenant arising from any
accident, injury or damage whatsoever caused to any person or the property of
any person in or about the common or public areas of the Building (specifically
excluding the Premises) to the extent attributable to the gross negligence or
willful misconduct of Landlord or its agents or employees.

     Section 32.2 Defense and Settlement. If any claim, action or proceeding is
made or brought against any indemnified party, then, upon demand by the
indemnified party, the indemnifying party, at its sole cost and expense, shall
resist or defend such claim, action or proceeding in the indemnified party's
name (if necessary) by attorneys approved by the indemnified party, which
approval shall not be unreasonably withheld. Attorneys for Tenant's insurer
shall hereby be deemed approved for purposes of this Section 32.2.
Notwithstanding the foregoing, the indemnified party may retain its own
attorneys to participate or assist in defending any claim, action or proceeding
involving potential liability of $5,000,000 or more, provided that the
indemnifying party shall control the defense and the indemnifying party shall
pay the reasonable fees and disbursements of such attorneys. Notwithstanding
anything herein contained to the contrary, the indemnifying party may direct the
indemnified party to settle any claim, suit or other proceeding provided that
(a) such settlement shall involve no obligation on the part of the indemnified
party other than the payment of money, (b) any payments to be made pursuant to
such settlement shall be paid in full exclusively by the indemnifying party at
the time such settlement is reached, (c) such settlement shall not require the
indemnified party to admit any liability, and (d) the indemnified party shall
have received an unconditional release from the other parties to such


                                       64



claim, suit or other proceeding. The provisions of this Article 32 shall survive
the expiration or earlier termination of this Lease.

                                   ARTICLE 33

                          ADJACENT EXCAVATION; SHORING

          If an excavation shall be made, or shall be authorized to be made,
upon land adjacent to the Real Property, Tenant shall, upon notice, afford to
the person causing or authorized to cause such excavation license to enter upon
the Premises for the purpose of doing such work as such person shall deem
necessary to preserve the wall or the Building from injury or damage and to
support the same by proper foundations. In connection with such license, Tenant
shall have no right to claim any damages or indemnity against Landlord, or
diminution or abatement of Rent, provided that Tenant shall continue to have
access to the Premises.

                                   ARTICLE 34

                         TAX STATUS OF BENEFICIAL OWNERS

          Tenant recognizes and acknowledges that Landlord and/or certain
beneficial owners of Landlord may from time to time qualify as real estate
investment trusts pursuant to Sections 856 et seq. of the Code or as entities
described in Section 511(a)(2) of the Code, and that avoiding (a) the loss of
such status, (b) the receipt of any income derived under any provision of this
Lease that does not constitute "rents from real property" (in the case of real
estate investment trusts) or that constitutes "unrelated business taxable
income" (in the case of entities described in Section 511(a)(2) of the Code),
and (c) the imposition of penalty or similar taxes (each an "Adverse Event") is
of material concern to Landlord and such beneficial owners and Tenant's
agreement herein contained regarding the avoidance of an Adverse Event as a
material inducement to Landlord entering into this Lease. In the event that this
Lease or any document contemplated hereby could, in the opinion of counsel to
Landlord, result in or cause an Adverse Event, Tenant agrees to cooperate with
Landlord in amending or modifying this Lease or such documents and shall at the
request of Landlord execute and deliver such documents reasonably required to
effect such amendment or modification. Any amendment or modification pursuant to
this Article 34 shall be structured so that the economic results to Landlord and
Tenant shall be substantially similar to those set forth in this Lease without
regard to such amendment or modification. Without limiting any of Landlord's
other rights under this Article 34, Landlord may waive the receipt of any amount
payable to Landlord hereunder and such waiver shall constitute an amendment or
modification of this Lease with respect to such payment.


                                       65



                                   ARTICLE 35

                                SECURITY DEPOSIT

     Section 35.1 Security Deposit. Tenant shall deposit the Security Deposit
with Landlord upon the execution of this Lease in cash as security for the
faithful performance and observance by Tenant of the terms, covenants and
conditions of this Lease, including the surrender of possession of the Premises
to Landlord as herein provided.

     Section 35.2 Letter of Credit. In lieu of a cash deposit, Tenant may
deliver the Security Deposit to Landlord in the form of a clean, irrevocable,
non-documentary and unconditional letter of credit in the form attached hereto
as Exhibit F (the "Letter of Credit") in the amount of the Security Deposit
issued by and drawable upon (x) First Union National Bank or (y) any commercial
bank, trust company, national banking association or savings and loan
association with offices for banking purposes in the City of New York (the
"Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed
indebtedness, or shall have issued a letter of credit or other credit facility
that constitutes the primary security for any outstanding indebtedness (which is
otherwise uninsured and unguaranteed), that is then rated, without regard to
qualification of such rating by symbols such as "+" or "-" or numerical
notation, "Aa" or better by Moody's Investors Service and "AA" or better by
Standard & Poor's Rating Service, and has combined capital, surplus and
undivided profits of not less than $500,000,000. The Letter of Credit shall (a)
name Landlord as beneficiary, (b) be in the amount of the Security Deposit, (c)
have a term of not less than one year, (d) permit multiple drawings, (e) be
fully transferable by Landlord without the payment of any fees or charges by
Landlord, and (f) otherwise be in form and content satisfactory to Landlord. If
upon any transfer of the Letter of Credit, any fees or charges shall be so
imposed, then such fees or charges shall be payable solely by Tenant and the
Letter of Credit shall so specify. The Letter of Credit shall provide that it
shall be deemed automatically renewed, without amendment, for consecutive
periods of one year each thereafter during the Term through the date that is at
least 60 days after the Expiration Date, unless the Issuing Bank sends a notice
(the "Non-Renewal Notice") to Landlord by certified mail, return receipt
requested, not less than 45 days next preceding the then expiration date of the
Letter of Credit stating that the Issuing Bank has elected not to renew the
Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal
Notice, to draw the full amount of the Letter of Credit, by sight draft on the
Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter
of Credit pursuant to the terms of this Article. The Letter of Credit shall
state that drafts drawn under and in compliance with the terms of the Letter of
Credit will be duly honored upon presentation to the Issuing Bank at an office
location in Manhattan. The Letter of Credit shall be subject in all respects to
the Uniform Customs and Practice for Documentary Credits (1993 revision),
International Chamber of Commerce Publication No. 500.

     Section 35.3 Application of Security. If Tenant defaults in the payment or
performance of any of the terms, covenants or conditions of this Lease,
including the


                                       66



payment of Rent, Landlord may apply or retain the whole or any part of the cash
Security Deposit or may notify the Issuing Bank and thereupon receive all or a
portion of the Security Deposit represented by the Letter of Credit and use,
apply, or retain the whole or any part of such proceeds, as the case may be, to
the extent required for the payment of any Fixed Rent or any other sum as to
which Tenant is in default including (a) any sum which Landlord may expend or
may be required to expend by reason of Tenant's default, and/or (b) any damages
or Deficiency to which Landlord is entitled pursuant to this Lease or applicable
Requirements, whether such damages or Deficiency accrues before or after summary
proceedings or other reentry by Landlord. If Landlord applies or retains any
part of the Security Deposit, Tenant, upon demand, shall deposit with Landlord
the amount so applied or retained so that Landlord shall have the full Security
Deposit on hand at all times during the Term. If Tenant shall fully and
faithfully comply with all of the terms, covenants and conditions of this Lease,
the Security Deposit (or so much thereof as remains) shall be returned to Tenant
after the Expiration Date and after delivery of possession of the Premises to
Landlord in the manner required by this Lease. Tenant expressly agrees that
Tenant shall have no right to apply any portion of the Security Deposit against
any of Tenant's obligations to pay Rent hereunder.

     Section 35.4 Transfer. Upon a sale of the Real Property or the Building or
a leasing of the Building, or any financing of Landlord's interest therein,
Landlord shall have the right to transfer the cash Security Deposit or the
Letter of Credit, as applicable, to the vendee, lessee or lender. With respect
to the Letter of Credit, within five days after notice of such sale, leasing or
financing, Tenant, at its sole cost, shall arrange for the transfer of the
Letter of Credit to the new landlord or the lender, as designated by Landlord in
the foregoing notice or have the Letter of Credit reissued in the name of the
new landlord or the lender. Tenant shall look solely to the new landlord or
lender for the return of such cash Security Deposit or Letter of Credit and the
provisions hereof shall apply to every transfer or assignment made of the
Security Deposit to a new landlord. Tenant shall not assign or encumber or
attempt to assign or encumber the cash Security Deposit or Letter of Credit and
neither Landlord nor its successors or assigns shall be bound by any such action
or attempted assignment, or encumbrance.

     Section 35.5 Reduction. If Tenant (a) has not previously defaulted in its
obligation to pay Rent to Landlord within the time periods set forth in this
Lease and (b) no Event of Default then exists, then, provided that Tenant
complies with the provisions of this Section 35.5, (i) on the 2nd anniversary of
the Rent Commencement Date, the Security Deposit shall be reduced to $1,446,667,
(ii) provided the Security Deposit shall have previously been reduced pursuant
to the preceding clause (i), on the 3rd anniversary of the Rent Commencement
Date the Security Deposit shall be reduced to $1,343,333, and (iii) provided the
Security Deposit shall have previously been reduced pursuant to the preceding
clauses (i) and (ii), on the 4th anniversary of the Rent Commencement Date the
Security Deposit shall be reduced to $1,240,000. The Security Deposit shall be
reduced as follows: (A) if the Security Deposit is in the form of cash, Landlord
shall, within 10 Business Days following notice by Tenant to Landlord that
Tenant is entitled to reduce the Security Deposit pursuant


                                       67



to this Section 35.5, deliver to Tenant the amount by which the Security Deposit
is reduced, or (B) if the Security Deposit is in the form of a Letter of Credit,
Tenant shall deliver to Landlord an amendment to the Letter of Credit (which
amendment must be reasonably acceptable to Landlord in all respects), reducing
the amount of the Letter of Credit by the amount of the permitted reduction, and
Landlord shall execute the amendment and such other documents as are reasonably
necessary to reduce the amount of the Letter of Credit in accordance with the
terms thereof. If Tenant delivers to Landlord an amendment to the Letter of
Credit in accordance with the terms hereof, Landlord shall, within 10 Business
Days after delivery of such amendment, either (1) provide its reasonable
objections to such amendment or (2) execute such amendment of the Letter of
Credit in accordance with the terms hereof.

                                   ARTICLE 36

                                  MISCELLANEOUS

     Section 36.1 Delivery. This Lease shall not be binding upon Landlord or
Tenant unless and until Landlord shall have executed and delivered a fully
executed copy of this Lease to Tenant.

     Section 36.2 Transfer of Real Property. Landlord's obligations under this
Lease shall not be binding upon the Landlord named herein after the sale,
conveyance, assignment or transfer or lease of Landlord's interest (collectively
a "Transfer") by Landlord (or upon any subsequent landlord after the Transfer by
such subsequent landlord) of its interest in the Building or the Real Property,
as the case may be, and in the event of any such Transfer, Landlord (and any
such subsequent landlord) shall be entirely freed and relieved of all covenants
and obligations of Landlord hereunder, and the transferee of Landlord's interest
(or that of such subsequent landlord) in the Building or the Real Property, as
the case may be, shall be deemed to have assumed all obligations under this
Lease.

     Section 36.3 Limitation on Liability. The liability of Landlord for
Landlord's obligations under this Lease shall be limited to Landlord's interest
from time to time in the Real Property and Tenant shall not look to any other
property or assets of Landlord or the property or assets of any Indemnitees in
seeking either to enforce Landlord's obligations under this Lease or to satisfy
a judgment for Landlord's failure to perform such obligations; and none of the
Indemnitees shall be personally liable for the performance of Landlord's
obligations under this Lease.

     Section 36.4 Rent. Notwithstanding anything to the contrary contained in
this Lease, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated Fixed Rent, Tenant's Tax Payment,
Tenant's Operating Payment, Additional Rent or Rent, shall constitute rent for
the purposes of Section 502(b)(6) of the United States Bankruptcy Code and other
Requirements.


                                       68



     Section 36.5 Entire Agreement. This Lease (including any Schedules and
Exhibits referred to herein and all supplementary agreements provided for
herein) contains the entire agreement between the parties and all prior
negotiations and agreements are merged into this Lease. All of the Schedules and
Exhibits attached hereto are incorporated in and made a part of this Lease,
provided that in the event of any inconsistency between the terms and provisions
of this Lease and the terms and provisions of the Schedules and Exhibits hereto,
the terms and provisions of this Lease shall control. All Article and Section
references set forth herein shall, unless the context otherwise requires, be
deemed references to the Articles and Sections of this Lease.

     Section 36.6 Governing Law. This Lease shall be governed in all respects by
the laws of the State of New York.

     Section 36.7 Unenforceability. If any provision of this Lease, or its
application to any Person or circumstance, shall ever be held to be invalid or
unenforceable, then in each such event the remainder of this Lease or the
application of such provision to any other Person or any other circumstance
(other than those as to which it shall be invalid or unenforceable) shall not be
thereby affected, and each provision hereof shall remain valid and enforceable
to the fullest extent permitted by law.

     Section 36.8 Consent to Jurisdiction. (a) Except as expressly provided to
the contrary in this Lease, Tenant agrees that all disputes arising, directly or
indirectly, out of or relating to this Lease, and all actions to enforce this
Lease, shall be dealt with and adjudicated in the state courts of the State of
New York or the federal courts for the Southern District of New York; and for
that purpose Tenant expressly and irrevocably submits itself to the jurisdiction
of such courts. Tenant agrees that so far as is permitted under applicable law,
this consent to personal jurisdiction shall be self-operative and no further
instrument or action, other than service of process in one of the manners
specified in this Lease, or as otherwise permitted by law, shall be necessary in
order to confer jurisdiction upon it in any such court. Tenant further agrees
that judgment against it in any such action or proceeding shall be conclusive
and, to the extent permitted by applicable law, may be enforced in any other
jurisdiction within or outside the United States of America by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence
of the fact and of the amount of its indebtedness.

          (b) To the extent that Tenant has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property,
Tenant irrevocably waives such immunity in respect of its obligations under this
Lease.

     Section 36.9 Landlord's Agent. Unless Landlord shall render written notice
to Tenant to the contrary, Tishman Speyer Properties, L.P. is authorized to act
as Landlord's


                                       69



agent in connection with the performance of this Lease, and Tenant shall direct
all correspondence and requests to, and shall be entitled to rely upon
correspondence received from, Tishman Speyer Properties, L.P., as agent for the
Landlord in accordance with Article 27. Tenant acknowledges that Tishman Speyer
Properties, L.P. is acting solely as agent for Landlord in connection with the
foregoing; and neither Tishman Speyer Properties, L.P. nor any of its direct or
indirect partners, officers, shareholders, directors, employees, principals,
agents or representatives shall have any liability to Tenant in connection with
the performance of this Lease, and Tenant waives any and all claims against any
and all of such parties arising out of, or in any way connected with, this
Lease, the Building or the Real Property.

     Section 36.10 Estoppels. Within 10 days following request from Landlord,
any Mortgagee or any Lessor, Tenant shall deliver to Landlord a written
statement executed and acknowledged by Tenant, in form satisfactory to Landlord,
(a) stating the Commencement Date, and the Expiration Date, and that this Lease
is then in full force and effect and has not been modified (or if modified,
setting forth all modifications), (b) setting forth the date to which the Fixed
Rent and any Additional Rent have been paid, together with the amount of monthly
Fixed Rent, Tenant's Tax Payment and Tenant's Operating Payment then payable,
(c) stating whether or not, to the best of Tenant's knowledge, Landlord is in
default under this Lease, and, if Tenant asserts that Landlord is in default,
setting forth the specific nature of any such defaults, (d) stating whether
Landlord has failed to complete any work required to be performed by Landlord
under this Lease, (e) stating whether there are any sums payable to Tenant by
Landlord under this Lease, (f) stating the amount of the Security Deposit, if
any, under this Lease, (g) stating whether there are any subleases or
assignments affecting the Premises, (h) stating the address of Tenant to which
all notices and communications under the Lease shall be sent, and (i) responding
to any other matters reasonably requested by Landlord, such Mortgagee or such
Lessor. Tenant acknowledges that any statement delivered pursuant to this
Section 36.10 may be relied upon by any purchaser or owner of the Real Property
or the Building, or all or any portion of Landlord's interest in the Real
Property or the Building or any Superior Lease, or by any Mortgagee, or assignee
thereof or by any Lessor, or assignee thereof.

     Section 36.11 Certain Rules of Interpretation. For purposes of this Lease,
whenever the words "include", "includes", or "including" are used, they shall be
deemed to be followed by the words "without limitation" and, whenever the
circumstances or the context requires, the singular shall be construed as the
plural, the masculine shall be construed as the feminine and/or the neuter and
vice versa. This Lease shall be interpreted and enforced without the aid of any
canon, custom or rule of law requiring or suggesting construction against the
party drafting or causing the drafting of the provision in question.

     Section 36.12 Captions. The captions in this Lease are inserted only as a
matter of convenience and for reference and in no way define, limit or describe
the scope of this Lease or the intent of any provision hereof.


                                       70



     Section 36.13 Parties Bound. The terms, covenants, conditions and
agreements contained in this Lease shall bind and inure to the benefit of
Landlord and Tenant and, except as otherwise provided in this Lease, to their
respective legal representatives, successors, and assigns.

     Section 36.14 Directory. The lobby shall contain a computerized directory
wherein the Building's tenants shall be listed with a capacity for up to 50
listings per floor for Tenant and others permitted to occupy the Premises
hereunder, provided Tenant shall be entitled to such proportion of such listings
as the Agreed Area of Premises is to the rentable square foot area of such
floor. From time to time, but not more frequently than once every three (3)
months, Landlord shall reprogram the computerized directory to reflect such
changes in the listings therein as Tenant shall request.

     Section 36.15 Counterparts. This Lease may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

     Section 36.16 Memorandum of Lease. Neither this Lease nor a memorandum in
respect of this Lease shall be recorded.

     Section 36.17 Survival. All obligations and liabilities of Landlord or
Tenant to the other which accrued before the expiration or other termination of
this Lease, and all such obligations and liabilities which by their nature or
under the circumstances can only be, or by the provisions of this Lease may be,
performed after such expiration or other termination, shall survive the
expiration or other termination of this Lease. Without limiting the generality
of the foregoing, the rights and obligations of the parties with respect to any
indemnity under this Lease, and with respect to Fixed Rent, Tenant's Tax
Payment, Tenant's Operating Payment and any other amounts payable under this
Lease, shall survive the expiration or other termination of this Lease.

     Section 36.18 Signs. Tenant shall be entitled to utilize its standard
signage on any floor of the Building which Tenant fully occupies for the conduct
of its business, provided such signage shall be approved by Landlord, which
approval shall not be unreasonably withheld.

                                   ARTICLE 37

                                 RENEWAL OPTION

     Section 37.1 Exercise of Option. Tenant shall have the right, to renew the
Term for all of the Premises for a single renewal term (the "Renewal Term") of
five years by written notice (the "Renewal Notice") delivered to Landlord not
less than 18 months prior to the Expiration Date, time being of the essence;
provided, however, that (a) no Event of Default


                                       71



shall have occurred and be continuing either on the date the Renewal Notice is
given or on the Renewal Term Commencement Date (as hereinafter defined), and (b)
the Tenant named herein (i.e., McCarter & English, LLP) shall not have assigned
this Lease, and shall be in occupancy of at least 80% of the rentable area of
the Premises. Upon the giving of the Renewal Notice, this Lease shall be deemed
renewed for the Renewal Term with the same force and effect as if the Renewal
Term had originally been included in the Term. The Renewal Term shall commence
on the day after the Expiration Date (the "Renewal Term Commencement Date") and
shall terminate on the day preceding the 5th anniversary of the Renewal Term
Commencement Date or such earlier date as this Lease shall terminate pursuant to
any of the terms of this Lease.

     Section 37.2 Terms. All of the terms, covenants and conditions of this
Lease shall continue in full force and effect during the Renewal Term, except
that (a) the Fixed Rent for the Renewal Term shall be in an amount equal to 100%
of the Fair Market Value (as hereinafter defined), (b) Tenant shall have no
further right to renew the Term, (c) the Base Tax Years shall be the Tax Year
commencing on the July 1st prior to the Renewal Term Commencement Date, (d) the
Base Taxes shall be an amount equal to the Taxes payable on account of the Tax
Year referred to in clause (c) above, and (e) the Base Expense Year shall be the
Comparison Year commencing on the January 1st prior to the Renewal Term
Commencement Date. Any termination, cancellation or surrender of the entire
interest of Tenant under this Lease at any time during the Term shall terminate
any right of renewal of Tenant hereunder.

     Section 37.3 Fair Market Value. "Fair Market Value" shall mean the fair
market annual rental value of the Premises at the commencement of the Renewal
Term for a term equal to the Renewal Term, as determined by Landlord based on
comparable space in the Building, including all of Landlord's services provided
for in this Lease, and with (a) the Premises considered as vacant, and in the
"as is" condition existing on the Renewal Term Commencement Date, (b) the Base
Tax Years being the Tax Year commencing on the July 1st prior to the Renewal
Term Commencement Date, (c) the Base Taxes being an amount equal to the Taxes
payable on account of the Tax Year referred to in clause (b) above, and (d) the
Base Expense Year being the Comparison Year commencing on the January 1st prior
to the Renewal Term Commencement Date. The calculation of Fair Market Value
shall also be adjusted to take into account all relevant factors. Prior to the
commencement of the Renewal Term, Landlord shall deliver to Tenant Landlord's
determination of Fair Market Value.

     Section 37.4 Arbitration. If Tenant shall dispute Landlord's determination
of Fair Market Value , Tenant shall give notice to Landlord of such dispute
within 10 days after the delivery of Landlord's determination to Tenant, and
such dispute shall be determined by a single arbitrator appointed in accordance
with the American Arbitration Association Real Estate Valuation Arbitration
Proceeding Rules. If no notice of dispute is given by Tenant within such 10-day
period (time being of the essence), then Landlord's determination shall be
binding on Tenant. The arbitrator shall be impartial and shall have not less
than 10 years' experience in the County of New York related to the leasing of
commercial office space in


                                       72



office buildings comparable to the Building, and the fees of the arbitrator
shall be shared by Landlord and Tenant. Within 15 days following the appointment
of the arbitrator, Landlord and Tenant shall attend a hearing before the
arbitrator at which each party shall submit a report setting forth its
determination of Fair Market Value, together with such information on comparable
rentals and such other evidence as such party shall deem relevant. The
arbitrator shall, within 30 days following such hearing and submission of
evidence, render his or her decision by selecting the determination of Fair
Market Value submitted by either Landlord or Tenant which, in the judgment of
the arbitrator, most nearly reflects the Fair Market Value. The arbitrator shall
have no power or authority to select any Fair Market Value other than a Fair
Market Value submitted by Landlord or Tenant or to modify any of the provisions
of this Lease, and the decision of the arbitrator shall be final and binding
upon Landlord and Tenant. Prior to the determination of the arbitrator, Tenant
shall pay Fixed Rent based on Landlord's determination of Fair Market Value
submitted to Tenant pursuant to Section 37.3, and following the arbitrator's
final determination, the amount of any overpayment or underpayment shall be
appropriately adjusted between the parties.

     Section 37.5 Agreement of Terms . Landlord and Tenant, at either party's
request, shall promptly execute and exchange an appropriate agreement evidencing
the extension of the Term for the Renewal Term, and the terms thereof in a form
reasonably satisfactory to both parties, but no such agreement shall be
necessary in order to make the provisions hereof effective.

                                   ARTICLE 38

                                   ARBITRATION

     In any arbitration which, pursuant to the express provisions of this Lease,
is governed by this Article 38, either party may submit the dispute for
resolution by arbitration in the City of New York in accordance with the
Commercial Arbitration Rules (Expedited Procedures) of the American Arbitration
Association ("AAA"), except that the terms of this Article 38 shall supersede
any conflicting or otherwise inconsistent rules. Provided the rules and
regulations of the AAA so permit, (i) the AAA shall, within 2 Business Days
after such submission or application, select a single arbitrator having at least
ten (10) years' experience in leasing and management of commercial properties
similar to the Building, (ii) the arbitration shall commence 2 Business Days
thereafter and shall be limited to a total of seven hours on the date of
commencement until completion, with each party having no more than a total of
two hours to present its case and to cross-examine or interrogate persons
supplying information or documentation on behalf of the other party, and (iii)
the arbitrator shall make a determination within 3 Business Days after the
conclusion of the presentation of Landlord's and Tenant's cases, which
determination shall be limited to a decision upon (A) whether Landlord acted
reasonably in withholding its consent or approval, or (B) the specific dispute
presented to the arbitrator, as applicable (and the arbitrator shall not be
permitted to modify any of the terms of this Lease). The arbitrator's
determination shall be final and binding upon the parties, whether or not a
judgment shall be entered in any court. All actions necessary to


                                       73



implement such decision shall be undertaken as soon as possible, but in no event
later than 10 Business Days after the rendering of such decision. The
arbitrator's determination may be entered in any court having jurisdiction
thereof. All fees payable to the AAA for services rendered in connection with
the resolution of the dispute shall be paid by the unsuccessful party. The
arbitrator shall not be entitled to award monetary damages.


                                       74



          IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.

                                     TST 300 PARK, L.P., Landlord

                                     By: TST 300 PARK CORP., its general partner


                                         By: /s/ Andrew J. Nathan
                                             -----------------------------------
                                             Name: Andrew J. Nathan
                                             Title: Vice President


                                     MCCARTER & ENGLISH, LLP, Tenant


                                     By: /s/ Steven B. Hoskins
                                         ---------------------------------------
                                         Name: Steven B. Hoskins
                                         Title: Managing Partner

                                     Tenant's Federal Identification Number:

                                     22-1534652


                                       75



                                 ACKNOWLEDGMENT

STATE OF NEW JERSEY )
                    )  s.s.:
COUNTY OF ESSEX     )

          On this 14th day of March, in the year 2000 before me, the
undersigned, a Notary Public in and for said State, personally appeared Steven
B. Hoskins, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.

                                        Marie C. Yarger
                                        ----------------------------------------
                                        Notary Public

                                                  MARIE C. YARGER
                                          A Notary Public of New Jersey
                                        My Commission Expires May 19, 2004



                                    EXHIBIT A

                                   FLOOR PLAN

          The floor plan which follows is intended solely to identify the
general location of the Premises, and should not be used for any other purpose.
All areas, dimensions and locations are approximate, and any physical conditions
indicated may not exist as shown.

                                  See Attached

                                [Graphic Omitted]



                                    EXHIBIT B

                                   DEFINITIONS

     Affiliate: With respect to any Person, any other Person that, directly or
indirectly (through one or more intermediaries), Controls, is Controlled by, or
is under common Control with, such first Person.

     Base Rate: The annual rate of interest publicly announced from time to time
by Citibank, N.A., or its successor, in New York, New York as its "base rate"
(or such other term as may be used by Citibank, N.A., from time to time, for the
rate presently referred to as its "base rate").

     Building Systems: The mechanical, electrical, plumbing, sanitary,
sprinkler, heating, ventilation and air conditioning, security, life-safety,
elevator and other service systems or facilities of the Building up to (but not
including) the point of localized distribution to the Premises (excluding,
however, supplemental HVAC systems of tenants (including Tenant), sprinklers and
the horizontal distribution systems within and servicing the Premises and by
which mechanical, electrical, plumbing, sanitary, heating, ventilating and air
conditioning, security, life-safety and other service systems are distributed
from the base Building risers, feeders, panelboards, etc. for provision of such
services to the Premises).

     Business Days: All days, excluding Saturdays, Sundays and all days observed
by either the State of New York, the Federal Government or the labor unions
servicing the Building as holidays.

     Code: The Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.

     Control: (i) (a) The ownership, directly or indirectly, of more than 50% of
the voting stock of a corporation, or (b) in the case of any Person which is not
a corporation, the ownership, directly or indirectly, of more than 50% of the
beneficial ownership interest in such Person, or (ii) in the case of any such
Person, the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person.

     Cost Per Kilowatt Hour: (a) The total cost for electricity incurred by
Landlord to service the Building during a particular billing period (including
energy charges, demand charges, surcharges, time-of-day charges, fuel adjustment
charges, rate adjustment charges, taxes, rebates and any other factors used by
the public utility company or other provider in computing its charges to
Landlord), divided by (b) the total kilowatt hours purchased by Landlord to
provide electricity to the Building during such period.



     Deficiency: The difference between (a) the Fixed Rent and Additional Rent
for the period which otherwise would have constituted the unexpired portion of
the Term (assuming the Additional Rent for each year thereof to be the same as
was payable for the year immediately preceding such termination or re-entry),
and (b) the net amount, if any, of rents collected under any reletting effected
pursuant to the provisions of this Lease for any part of such period (after
first deducting from such rents all expenses incurred by Landlord in connection
with the termination of this Lease, Landlord's re-entry upon the Premises and
such reletting, including repossession costs, brokerage commissions, attorneys'
fees and disbursements, and alteration costs).

     Excluded Expenses: (a) Taxes; (b) franchise or income taxes imposed upon
Landlord; (c) mortgage amortization and interest; (d) leasing commissions; (e)
the cost of tenant installations and decorations incurred in connection with
preparing space for any Building tenant, including workletters and concessions;
(f) ground rent, if any; (g) wages, salaries and benefits paid to any persons
above the level of the immediate supervisor of the Building Manager and
excluding the wages, salaries and benefits of such supervisor to the extent such
supervisor provides services to buildings other than the Building; (h) legal and
accounting fees relating to (A) disputes with tenants, prospective tenants or
other occupants of the Building, (B) disputes with purchasers, prospective
purchasers, mortgagees or prospective mortgagees of the Building or the Real
Property or any part of either, or (C) negotiations of leases, contracts of sale
or mortgages; (i) costs of services provided to other tenants of the Building on
a "rent-inclusion" basis which are not provided to Tenant on such basis; (j)
costs that are reimbursed out of insurance, warranty or condemnation proceeds,
or which are reimbursable by Tenant or other tenants other than pursuant to an
expense escalation clause; (k) costs in the nature of penalties or fines; (l)
costs for services, supplies or repairs paid to any related entity in excess of
costs that would be payable in an "arm's length" or unrelated situation; (m)
allowances, concessions or other costs and expenses of improving or decorating
any demised or demisable space in the Building; (n) advertising and promotional
expenses in connection with leasing of the Building; (o) the costs of
installing, operating and maintaining a specialty improvement, including a
cafeteria, lodging or private dining facility, or an athletic, luncheon or
recreational club unless Tenant is permitted to make use of any such facility
without additional cost or on a subsidized basis consistent with other users;
(p) any costs or expenses (including fines, interest, penalties and legal fees)
arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (q)
costs incurred in connection with the removal, encapsulation or other treatment
of asbestos or any other Hazardous Materials existing in the Premises as of the
date hereof; (r) the cost of capital improvements other than those expressly
included in Operating Expenses pursuant to Section 8.1 of this Lease; (s) costs
incurred to comply with Requirements in effect as of the date of this Lease and
with which Landlord is not then in compliance; and (t) costs incurred in
connection with the performance of the Building Renovations (including latent
defects discovered within the first year after the substantial completion of the
Building Renovations).

     Governmental Authority (Authorities): The United States of America, the
City, County or State of New York, or any political subdivision, agency,
department, commission,


                                       2



board, bureau or instrumentality of any of the foregoing, or any landmarks
preservation agency (or other entity designated or accepted for such purpose by
any Governmental Authority or landmarks preservation agency), now existing or
hereafter created, having jurisdiction over the Real Property or any portion
thereof or the curbs, sidewalks, and areas adjacent thereto.

     Hazardous Materials: Any substances, materials or wastes currently or in
the future deemed or defined in any Requirements as "hazardous substances",
"toxic substances", "contaminants", "pollutants" or words of similar import.

     HVAC Systems: The Building System designed to provide heating, ventilation
and air conditioning.

     Indemnitees: Landlord, Landlord's Agent, each Mortgagee and Lessor, and
each of their respective direct and indirect partners, officers, shareholders,
managers, directors, members, trustees, beneficiaries, employees, principals,
contractors, licensees, invitees, servants, agents and representatives.

     Lessor: A lessor under a Superior Lease.

     Mortgage(s): Any mortgage, trust indenture or other financing document
(including any assignment of leases and rents) which may now or hereafter affect
the Premises, the Real Property, the Building or any Superior Lease and the
leasehold interest created thereby, and all renewals, extensions, supplements,
amendments, modifications, consolidations and replacements thereof or thereto,
substitutions therefor, and advances made thereunder.

     Mortgagee(s): Any mortgagee, trustee or other holder of a Mortgage.

     Person: Any individual, corporation, partnership, limited liability
company, limited liability partnership, joint venture, estate, trust,
unincorporated association, business trust, tenancy-in common or other entity,
or any Governmental Authority.

     Prohibited Use: Any use or occupancy of the Premises that in Landlord's
reasonable judgment would be likely to: (a) cause damage to the Building, the
Premises or any equipment, facilities or other systems therein; (b) impair the
appearance of the Premises or the Building; (c) interfere with the efficient and
economical maintenance, operation and repair of the Premises or the Building or
the equipment, facilities or systems thereof; (d) adversely affect any service
provided to, and/or the use and occupancy by, any Building tenant or occupants;
(e) violate the certificate of occupancy issued for the Premises or the Building
or (f) adversely affect the image of the Building as a first-class office
location in midtown Manhattan. Prohibited Use also includes the use of any part
of the Premises for: (i) a restaurant or bar; (ii) the preparation, consumption,
storage, manufacture or sale of food or beverages (except in connection with
vending machines and/or warming kitchens installed for the use of Tenant's
employees only), liquor, tobacco or drugs; (iii) the business of


                                       3



photocopying, multilith or offset printing (except photocopying in connection
with Tenant's own business); (iv) a typing or stenography business; (v) a school
or classroom; (vi) lodging or sleeping; (vii) the operation of retail facilities
(meaning a business whose primary patronage arises from the generalized
solicitation of the general public to visit Tenant's offices in person without a
prior appointment) of a savings and loan association or retail facilities of any
financial, lending, securities brokerage or investment activity; (viii) a
payroll office; (ix) a barber, beauty or manicure shop; (x) an employment
agency, executive search firm or similar enterprise; (xi) offices of any
Governmental Authority, any foreign government, the United Nations, or any
agency or department of the foregoing; (xii) the manufacture, retail sale,
storage of merchandise or auction of merchandise, goods or property of any kind
to the general public which could reasonably be expected to create a volume of
pedestrian traffic substantially in excess of that normally encountered in the
Premises; (xiii) the rendering of medical, dental or other therapeutic or
diagnostic services; (xiv) a discount drug store or discount clothing store or a
"fast food" restaurant; or (xv) any illegal purposes or any activity
constituting a nuisance.

     Requirements: All present and future laws, rules, orders, ordinances,
regulations, statutes, requirements, codes and executive orders, extraordinary
and ordinary, of (i) all Governmental Authorities, including the Americans With
Disabilities Act, 42 U.S.C. Section 12101 (et seq.), New York City Local Law 58
of 1987, and any law of like import, and all rules, regulations and government
orders with respect thereto, and any of the foregoing relating to Hazardous
Materials, environmental matters, public health and safety matters and landmarks
preservation, (ii) any applicable fire rating bureau or other body exercising
similar functions, affecting the Real Property or the maintenance, use or
occupation thereof, or any street, avenue or sidewalk comprising a part of or in
front thereof or any vault in or under the same and (iii) all requirements of
all insurance bodies affecting the Premises.

     Rules and Regulations: The rules and regulations annexed to and made a part
of this Lease as Exhibit E, as they may be modified from time to time by
Landlord.

     Specialty Alterations: Alterations consisting of kitchens, pantries,
executive bathrooms, raised computer floors, computer installations, safe
deposit boxes, vaults, libraries or file rooms requiring reinforcement of
floors, internal staircases, conveyors, dumbwaiters, and other Alterations of a
similar character.

     Substantial Completion. As to any construction performed by any party in
the Premises, including the Initial Installations, any Alterations or Landlord's
Work, "Substantial Completion" or "Substantially Completed" means that such work
has been completed, as reasonably determined by Landlord's architect, in
accordance with (a) the provisions of this Lease applicable thereto, (b) the
plans and specifications for such work, and (c) all applicable Requirements,
except for minor details of construction, decoration and mechanical adjustments,
if any, the non-completion of which does not materially interfere with Tenant's
use of the Premises or which, in accordance with good construction practice,
should be


                                       4



completed after the completion of other work to be performed in the Premises
("Punch List Items").

     Superior Lease(s): Any ground or underlying lease of the Real Property or
any part thereof heretofore or hereafter made by Landlord and all renewals,
extensions, supplements, amendments, modifications, consolidations, and
replacements thereof.

     Tenant Delay: Any delay which results from any act or omission of any
Tenant Party, including delays due to changes in or additions to, or
interference with any work to be done by Landlord, or delays by Tenant in
submission of information approving working drawings or estimates or giving
authorizations or approvals.

     Tenant Party: Any of Tenant, any Affiliate of Tenant, any subtenant or any
other occupant of the Premises, or any of their respective direct or indirect
partners, officers, shareholders, directors, members, trustees, beneficiaries,
employees, principals, contractors, licensees, invitees, visitors, servants,
agents, or representatives.

     Tenant's Property: Tenant's movable fixtures and movable partitions,
telephone and other equipment, computer systems, trade fixtures, furniture,
furnishings, and other items of personal property which are removable without
material damage to the Premises or Building.

     Unavoidable Delays: Landlord's inability to fulfill or delay in fulfilling
any of its obligations under this Lease expressly or impliedly to be performed
by Landlord or Landlord's inability to make or delay in making any repairs,
additions, alterations, improvements or decorations or Landlord's inability to
supply or delay in supplying any equipment or fixtures, if Landlord's inability
or delay is due to or arises by reason of strikes, labor troubles or by
accident, or by any cause whatsoever beyond Landlord's reasonable control,
including Requirements, laws, governmental preemption in connection with a
national emergency, shortages, or unavailability of labor, fuel, steam, water,
electricity or materials, or delays caused by Tenant or other tenants,
mechanical breakdown, acts of God, enemy action, civil commotion, fire or other
casualty.


                                       5



                                    EXHIBIT C

                               HVAC SPECIFICATIONS

          The HVAC System shall be capable of maintaining 75 degrees Fahrenheit
plus or minus 2 degrees and 50% humidity (no humidity control), when outdoor
conditions are 92 degrees Fahrenheit dry bulb and 73 degrees Fahrenheit wet
bulb. The HVAC System shall be capable of maintaining 70 degrees Fahrenheit when
outdoor temperature is 15 degrees dry bulb. The HVAC System is designed based
upon (1) electrical usage of 4 watts per usable square foot for all purposes
(lighting and power), (2) occupancy rate of one person per 150 usable square
feet, (3) the provision of 20 CFM of outside air ventilation per person, (4) all
windows in the Premises being closed and (5) shades fully drawn and partially
closed.



                                    EXHIBIT D

                             CLEANING SPECIFICATIONS

GENERAL CLEANING

NIGHTLY

     General Offices:

     1.   All hard surfaced flooring to be swept using approved dustdown
          preparation.

     2.   Carpet sweep all carpets, moving only light furniture (desks, file
          cabinets, etc. not to be moved).

     3.   Hand dust and wipe clean all furniture, fixtures and window sills.

     4.   Empty all waste receptacles and remove wastepaper.

     5.   Wash clean all Building water fountains and coolers.

     6.   Sweep all private stairways.

     Lavatories:

     1.   Sweep and wash all floors, using proper disinfectants.

     2.   Wash and polish all mirrors, shelves, bright work and enameled
          surfaces.

     3.   Wash and disinfect all basins, bowls and urinals.

     4.   Wash all toilet seats.

     5.   Hand dust and clean all partitions, tile walls, dispensers and
          receptacles in lavatories and restrooms.

     6.   Empty paper receptacles, fill receptacles from tenant supply and
          remove wastepaper.

     7.   Fill toilet tissue holders from tenant supply.

     8.   Empty and clean sanitary disposal receptacles.



WEEKLY

     1.   Vacuum all carpeting and rugs.

     2.   Dust all door louvers and other ventilating louvers within a person's
          normal reach.

     3.   Wipe clean all brass and other bright work.

QUARTERLY

     High dust premises complete including the following:

     1.   Dust all pictures, frames, charts, graphs and similar wall hangings
          not reached in nightly cleaning.

     2.   Dust all vertical surfaces, such as walls, partitions, doors, bucks
          and other surfaces not reached in nightly cleaning.

     3.   Dust all venetian blinds.

     4.   Wash all windows.


                                       2



                                    EXHIBIT E

                              RULES AND REGULATIONS

          1. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, blinds, shades, screens or other
obstructions shall be attached to or hung in or used in connection with any
exterior window or entry door of the Premises, without the prior written consent
of Landlord.

          2. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed to any part of the outside of the
Premises or Building or on the inside of the Premises if the same can be seen
from the outside of the Premises without the prior written consent of Landlord.
Lettering on doors, if and when approved by Landlord, shall be inscribed,
painted or affixed for Tenant in a size, color and style acceptable to Landlord.

          3. The grills, louvers, skylights, windows and doors that reflect or
admit light and/or air into the Premises, halls, passageways or other public
places in the Building shall not be covered or obstructed by Tenant, nor shall
any bottles, parcels or other article be placed on the window sills, radiators
or convectors.

          4. Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion, tends to impair the reputation of the Building or
its desirability as a Building for offices, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.

          5. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by Tenant or
used for any purpose other than ingress or egress to and from the Premises and
for delivery of merchandise, equipment and other personal property in prompt and
efficient manner, using elevators and passageways designated for such delivery
by Landlord.

          6. Except in those areas designated by Tenant as "security areas", all
locks or bolts of any kind shall be operable by the Grand Master Key. No locks
shall be placed upon any of the doors or windows by Tenant, nor shall any
changes be made in locks or the mechanism thereof which shall make such locks
inoperable by said Grand Master Key. Tenant shall, upon the termination of its
tenancy, turn over to Landlord all keys of stores, offices and toilet rooms,
either furnished to or otherwise procured by Tenant and in the event of the loss
of any keys furnished by Landlord, Tenant shall pay to Landlord the cost
thereof.

          7. Tenant shall keep the entrance door to the Premises closed at all
times.



          8. All removals or the carrying in or out of any freight, furniture,
packages, boxes, crates or any other object or matter of any description must
take place during Building standard hours. Landlord reserves the right to
inspect all objects and matter to be brought into the Building and to exclude
from the Building all objects and matter which violates any of these Rules and
Regulations or the lease of which these Rules and Regulations are a part.
Landlord may require that any person leaving the public areas of the Building
with any package, object or matter submit a pass, listing each package, object
or matter being removed, but the establishment and enforcement of such
requirement shall not impose any responsibility on Landlord for the protection
of Tenant against the removal of property from the Premises.

          9. There shall not be used in any space or in the public halls of the
Building, either by Tenant or by jobbers or any others in the moving or delivery
or receipt of safes, freight, furniture, packages, boxes, crates, paper, office
material or any other matter or thing, any hand trucks except those equipped
with rubber tires, side guards and such other safeguards as Landlord requires.

          10. None of Tenant's employees, visitors or contractors shall be
permitted to have access to the Building's roof, mechanical, electrical or
telephone rooms without permission from Landlord.

          11. Tenant shall not make or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of this or neighboring
Buildings or premises or those having business with them.

          12. Tenant shall not lay floor tile, or other similar floor covering
so that the same shall come in direct contact with the floor of the Premises
and, if such floor covering is desired to be used, an interlining of builder's
deadening felt shall be first affixed to the floor by a paste or other material,
soluble in water, the use of cement or other similar adhesive material being
expressly prohibited.

          13. Neither Tenant nor any of Tenant's servants, employees, agents,
visitors or licensees shall at any time bring or keep upon the Premises any
hazardous material, inflammable, combustible or explosive fluid, chemical or
substance except such minimal quantities as are incidental to normal office
occupancy.

          14. Tenant shall not use or keep, or permit to be used or kept, any
hazardous or toxic materials or any foul or noxious gas or substance in the
Premises, permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by
reason of noise, odors, vibrations or interfere in any way with other tenants or
those having business therein.


                                       2



          15. Tenant shall not cause or permit any odors of cooking or other
processes or any unusual or objectionable odors to emanate from the Premises
which would annoy other tenants or create a public or private nuisance.

          16. Except as specifically provided in the Lease, Tenant shall not do
any cooking or conduct any restaurant, luncheonette or cafeteria for the sale or
service of food or beverages to its employees or to others.

          17. Tenant may, at its sole cost and expense and subject to compliance
with all applicable requirements of the Lease, install and maintain vending
machines for the exclusive use by Tenant, its officers, employees and business
guests, provided that each machine, where necessary, shall have a waterproof pan
thereunder and be connected to a drain. Tenant shall not permit the delivery of
any food or beverage to the Premises, except by persons approved by Landlord,
which approval shall not be unreasonably withheld or delayed.

          18. Tenant shall not employ any person or persons other than the
janitor of Landlord for the purpose of cleaning the Premises, unless otherwise
agreed to by Landlord in writing. Tenant shall not cause any unnecessary labor
by reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness.

          19. Tenant shall store all its trash, garbage and recyclables within
its Premises. No material shall be disposed of which may result in a violation
of any law or ordinance governing such disposal. All garbage and refuse disposal
shall be made only through entry ways and elevators provided for such purposes
and at such times as Landlord shall designate. Tenant shall use Building's
hauler.

          20. Tenant shall, at its expense, provide artificial light for the
employees of Landlord while doing janitor service or other cleaning, and in
making repairs or alterations in the Premises.

          21. Tenant shall not mark, paint, drill into or in any way deface any
part of the Premises or the Building, except with the prior written consent of
Landlord in the case of the Premises, which consent shall not be unreasonably
withheld. No boring, cutting or stringing of wires shall be permitted, except
with prior written consent of Landlord, and as Landlord may direct.

          22. The water and wash closets and other plumbing fixtures shall not
be used for any purposes other than those for which they were constructed and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein.
All damages resulting from any misuse of the fixtures shall be borne by Tenant
who or whose servants, employees, agents, visitors or licensees shall have
caused the same.


                                       3



          23. Tenant, before closing and leaving the Premises at any time, shall
see that all lights, water, faucets, etc. are turned off. All entrance doors in
the Premises shall be left locked by Tenant when the Premises are not in use.

          24. No bicycles, in-line roller skates, vehicles or animals of any
kind (except for seeing eye dogs) shall be brought into or kept by Tenant in or
about the Premises or the Building.

          25. Canvassing, soliciting and peddling in the Building is prohibited
and Tenant shall cooperate to prevent the same.

          26. The Premises shall not be used for lodging or sleeping or for an
immoral or illegal purposes.

          27. The Premises shall not be used for manufacturing, for the storage
of merchandise, or for the sale of merchandise, goods or property of any kind at
auction or otherwise, except as specifically permitted by the Lease.

          28. Tenant shall not occupy or permit any portion of the Premises as
an office for a public stenographer or public typist or for the possession,
storage, manufacture of sale of narcotics, dope or tobacco in any form or as a
barber or manicure shop or as an employment bureau. Tenant shall not engage or
pay any employees on the Premises, except those actually working for Tenant on
the Premises, nor advertise for labor giving an address at the Premises.

          29. Tenant shall not accept barbering or bootblacking services in the
Premises, from any company or persons not approved by Landlord, which approval
shall not be unreasonably withheld, and at hours and under regulations other
than as reasonably fixed by Landlord.

          30. The requirements of Tenant will be attended to only upon written
application at the office of the building, except in the event of any emergency
condition. Employees of Landlord or Landlord's agents shall not perform any work
or do anything outside of the regular duties, unless under special instructions
from the office of Landlord or in response to an emergency condition.

          31. Tenant shall be responsible for the delivery and pick up of all
mail from the United States Post office.

          32. Landlord reserves the right to exclude from the Building between
the hours of 6 P.M. and 8 A.M. and at all hours on Saturdays, Sundays and
holidays observed by the Building all persons who do not present a pass to the
Building signed or approved by Landlord, which approval shall not be
unreasonably withheld. Tenant shall be responsible


                                       4



for all persons for whom a pass shall be issued at the request of Tenant and
shall be liable to Landlord for all acts of such persons.

          33. In accordance with the alteration section of the Lease, Landlord
is entitled to review and approve architectural and engineering drawings. The
review/alteration of Tenant drawings and/or specifications by Tishman Speyer
Properties and any of its representative is not intended to verify Tenant's
engineering or design requirements and/or solutions. The review/alteration is
performed to determine compatibility with the Building Systems and lease
conditions.

          34. Tenant renovations are to be performed by those contractors and
subcontractors on the Landlord's approved contractor's list, adhere to the
Building's applicable Standard Operating Procedures, be compatible with Building
Class E System and other common systems, etc.

          35. Landlord may waive any one or more of these Rules and Regulations
for the benefit of any particular tenant or tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in favor
of any other tenant or tenants, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all of the tenants of the
Building.

          36. Landlord shall not be responsible to Tenant or to any other person
for the non-observance or violation of these Rules and Regulations by any other
tenant or other person. Tenant shall be deemed to have read the Rules and
Regulations and to have agreed to abide by them as a condition to its occupancy
of the Premises.

          37. These Rules and Regulations are in addition to, and shall not be
constructed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of the Lease.


                                       5



                                    EXHIBIT F

                                LETTER OF CREDIT

[LETTERHEAD OF ISSUER OF LETTER OF CREDIT]

____________________, 2000

TST 300 PARK, L.P.
C/O TISHMAN SPEYER PROPERTIES, L.P.
520 MADISON AVENUE
NEW YORK, NEW YORK 10022
ATTENTION: GENERAL COUNSEL

REF: IRREVOCABLE LETTER OF CREDIT NO. _______

GENTLEMEN:

WE HEREBY OPEN OUR UNCONDITIONAL IRREVOCABLE CLEAN LETTER OF CREDIT NO. _______
IN YOUR FAVOR AVAILABLE BY YOUR DRAFT(S) AT SIGHT FOR AN AMOUNT NOT TO EXCEED IN
THE AGGREGATE ($________) EFFECTIVE IMMEDIATELY.

ALL DRAFTS SO DRAWN MUST BE MARKED "DRAWN UNDER IRREVOCABLE LETTER OF CREDIT OF
[ISSUING BANK], NO. _____________, DATED _______, 1999."

THIS LETTER OF CREDIT IS ISSUED, PRESENTABLE AND PAYABLE AT OUR OFFICE AT
_______________, NEW YORK CITY, N.Y. OR SUCH OTHER OFFICE IN NEW YORK CITY, N.Y.
AS WE MAY DESIGNATE BY WRITTEN NOTICE TO YOU, AND EXPIRES WITH OUR CLOSE OF
BUSINESS ON ________________, 2000. IT IS A CONDITION OF THIS LETTER OF CREDIT
THAT IT SHALL BE AUTOMATICALLY EXTENDED FOR ADDITIONAL TWELVE MONTH PERIODS
THROUGH [60 DAYS AFTER LEASE EXPIRATION], UNLESS WE INFORM YOU IN WRITING BY
REGISTERED MAIL DISPATCHED BY US AT LEAST 45 DAYS PRIOR TO THE THEN EXPIRATION
DATE THAT THIS LETTER OF CREDIT SHALL NOT BE EXTENDED. IN THE EVENT THIS CREDIT
IS NOT EXTENDED FOR AN ADDITIONAL PERIOD AS PROVIDED ABOVE, YOU MAY DRAW
HEREUNDER. SUCH DRAWING IS TO BE MADE BY MEANS OF A DRAFT ON US AT SIGHT WHICH
MUST BE PRESENTED TO US BEFORE THE THEN EXPIRATION DATE OF THIS LETTER OF
CREDIT. THIS LETTER OF CREDIT CANNOT BE MODIFIED OR REVOKED WITHOUT YOUR
CONSENT. THIS LETTER OF CREDIT IS PAYABLE IN MULTIPLE DRAFTS AND SHALL BE
TRANSFERABLE BY YOU WITHOUT ADDITIONAL CHARGE TO YOU.



WE HEREBY DO UNDERTAKE TO PROMPTLY HONOR YOUR SIGHT DRAFT OR DRAFTS DRAWN ON US,
INDICATING OUR LETTER OF CREDIT NO. __________ FOR THE AMOUNT AVAILABLE TO BE
DRAWN ON THIS LETTER OF CREDIT UPON PRESENTATION OF YOUR SIGHT DRAFT IN THE FORM
OF SCHEDULE A ATTACHED HERETO DRAWN ON US AT OUR OFFICES SPECIFIED ABOVE DURING
OUR USUAL BUSINESS HOURS ON OR BEFORE THE EXPIRATION DATE HEREOF.

EXCEPT AS EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT TO ANY
AGREEMENTS, REQUIREMENTS OR QUALIFICATION. OUR OBLIGATION UNDER THIS LETTER OF
CREDIT IS OUR INDIVIDUAL OBLIGATION AND IS IN NO WAY CONTINGENT UPON
REIMBURSEMENT WITH RESPECT THERETO OR UPON OUR ABILITY TO PERFECT ANY LIEN,
SECURITY INTEREST OR ANY OTHER REIMBURSEMENT.

THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS - 1993 REVISION, INTER-NATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 500, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND AS TO
MATTERS NOT GOVERNED BY THE UCP, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE U.S. LAW.

                           ISSUER OF LETTER OF CREDIT

                                   ----------


                                       2



                                                                      SCHEDULE A

                                      DRAFT

Drawn Under Irrevocable Letter of Credit of [Issuing Bank] No.: ________________

   dated ______________, 200_

Date of this Draft: _____________________________

                                                     _____________________, 200_

To the Order of TST 300 Park, L.P.

Pay ________________________________________ ($___________) Dollars

At Sight

For value received under Letter of Credit No. ____________________________

To: (Insert name and address of Issuing Bank)

This Draft is payable only at: (Insert name and address of Issuing Bank)

TST 300 PARK, L.P.


   By:
       ----------------------------------


                                       3



                                    EXHIBIT G

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") made as of the ___ day of _______, 2000, by and among SUNAMERICA
LIFE INSURANCE COMPANY, an Arizona corporation, its successors or assigns
("Lender"), _________________, a ________ ("Tenant"), and TST 300 PARK, L.P., a
Delaware limited partnership ("Landlord").

                                   WITNESSETH:

     WHEREAS, Lender has agreed to make a loan (the "Loan") in the maximum
principal amount of $168,000,000.00 to Landlord;

     WHEREAS, the Loan will be evidenced by a promissory note (the "Note") dated
as of June 15, 1999 made by Landlord to order of Lender and was secured by,
among other things, that certain Agreement of Confirmation, Reaffirmation,
Consolidation and Modification of Mortgage and Note dated as of June 15, 1999
(the "Mortgage") made by Landlord to Lender covering the land (the "Land")
described on Schedule A hereto and all improvements (the "Improvements") now or
hereafter located on the land (the Land and the Improvements hereinafter
collectively referred to as the "Mortgaged Property"); and

     WHEREAS, by a lease dated as of , 2000 (which lease, as the same may have
been amended and supplemented, is hereinafter called the "Lease"), Landlord
leased to Tenant approximately square feet of space located in the Improvements
(the "Premises"); and

     WHEREAS, the parties hereto desire to make the Lease subject and
subordinate to the Mortgage.

     NOW, THEREFORE, the parties hereto, in consideration of the covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby agree as follows:

     1. The Lease, as the same may hereafter be modified, amended or extended,
and all of Tenant's right, title and interest in and to the Premises and all
rights, remedies and options of Tenant under the Lease, are and shall be
unconditionally subject and subordinate to the Mortgage and the lien thereof, to
all the terms, conditions and provisions of the Mortgage, to each and every
advance made or hereafter made under the Mortgage, and to all renewals,
modifications, consolidations, replacements, substitutions and extensions of the
Mortgage, so that at all times the Mortgage shall be and remain a lien on the
Mortgaged Property prior and superior to the Lease for all purposes; provided,
however, and Lender agrees, that so long as (A) no event has occurred and no
condition exists, which would entitle



Landlord to terminate the Lease or would cause, without further action of
Landlord, the termination of the Lease or would entitle Landlord to dispossess
Tenant from the Premises, (B) the term of the Lease has commenced and Tenant is
in possession of the Premises, (C) the Lease shall be in full force and effect
and shall not have been otherwise modified or supplemented in any way without
Lender's prior written consent, (D) Tenant shall duly confirm its attornment to
Lender or its successor or assign by written instrument as set forth in
Paragraph 3 hereof, (E) neither Lender nor its successors or assigns shall be
liable under any warranty of construction contained in the Lease or any implied
warranty of construction, and (F) all representations and warranties made herein
by Tenant shall be true and correct as of the date of such attornment; then, and
in such event Tenant's leasehold estate under the Lease shall not be terminated,
Tenant's possession of the Premises shall not be disturbed by Lender and Lender
will accept the attornment of Tenant.

     2. Notwithstanding anything to the contrary contained in the Lease, Tenant
hereby agrees that in the event of any act, omission or default by Landlord or
Landlord's agents, employees, contractors, licensees or invitees which would
give Tenant the right, either immediately or after the lapse of a period of
time, to terminate the Lease, or to claim a partial or total eviction, or to
reduce the rent payable thereunder or credit or offset any amounts against
future rents payable thereunder, Tenant will not exercise any such right (i)
until it has given written notice of such act, omission or default to Lender by
delivering notice of such act, omission or default, in accordance with Paragraph
8 hereof, and (ii) until a period of not less than sixty (60) days for remedying
such act, omission or default shall have elapsed following the giving of such
notice. Notwithstanding the foregoing, in the case of any default of Landlord
which cannot be cured within such sixty (60) day period, if Lender shall within
such period proceed promptly to cure the same (including such time as may be
necessary to acquire possession of the Premises if possession is necessary to
effect such cure) and thereafter shall prosecute the curing of such default with
diligence, then the time within which such default may be cured by Lender shall
be extended for such period as may be necessary to complete the curing of the
same with diligence. Lender's cure of Landlord's default shall not be considered
an assumption by Lender of Landlord's other obligations under the Lease. Unless
Lender otherwise agrees in writing, Landlord shall remain solely liable to
perform Landlord's obligations under the Lease (but only to the extent required
by and subject to the limitation included with the Lease), both before and after
Lender's exercise of any right or remedy under this Agreement. If Lender or any
successor or assign becomes obligated to perform as Landlord under the Lease,
such person or entity will be released from those obligations when such person
or entity assigns, sells or otherwise transfers its interest in the Premises or
the Mortgaged Property.

     3. Without limitation of any of the provisions of the Lease, in the event
that Lender succeeds to the interest of Landlord or any successor to Landlord,
then subject to the provisions of this Agreement including, without limitation,
Paragraph 1 above, the Lease shall nevertheless continue in full force and
effect and Tenant shall and does hereby agree to attorn to and accept Lender and
to recognize Lender as its Landlord under the Lease for the


                                       2



then remaining balance of the term thereof, and upon request of Lender, Tenant
shall execute and deliver to Lender an agreement of attornment reasonably
satisfactory to Lender.

     4. If Lender succeeds to the interest of Landlord or any successor to
Landlord, in no event shall Lender have any liability for any act or omission of
any prior landlord under the Lease which occurs prior to the date Lender
succeeds to the rights of Landlord under the Lease, nor any liability for
claims, offsets or defenses which Tenant might have had against Landlord. In no
event shall Lender have any personal liability as successor to Landlord and
Tenant shall look only to the estate and property of Lender in the Land and the
Improvements for the satisfaction of Tenant's remedies for the collection of a
judgment (or other judicial process) requiring the payment of money in the event
of any default by Lender as Landlord under the Lease, and no other property or
assets of Lender shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies under or with respect to the
Lease.

     5. Tenant agrees that no prepayment of rent or additional rent due under
the Lease of more than one month in advance, and no amendment, modification,
surrender or cancellation of the Lease, and no waiver or consent by Landlord
under the terms of the Lease, shall be binding upon or as against Lender, as
holder of the Mortgage, and as Landlord under the Lease if it succeeds to that
position, unless consented to in writing by Lender. In addition, and
notwithstanding anything to the contrary set forth in this Agreement, Tenant
agrees that Lender, as holder of the Mortgage, and as Landlord under the Lease
if it succeeds to that position, shall in no event have any liability for the
performance or completion of any initial work or installations or for any loan
or contribution or rent concession towards initial work, which are required to
be made by Landlord (A) under the Lease or under any related Lease documents or
(B) for any space which may hereafter become part of said Premises, and any such
requirement shall be inoperative in the event Lender succeeds to the position of
Landlord prior to the completion or performance thereof. Tenant further agrees
with Lender that Tenant will not voluntarily subordinate the Lease to any lien
or encumbrance without Lender's prior written consent.

     6. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute and
be construed as one and the same instrument.

     7. All remedies which Lender may have against Landlord provided herein, if
any, are cumulative and shall be in addition to any and all other rights and
remedies provided by law and by other agreements between Lender and Landlord or
others. If any party consists of multiple individuals or entities, each of same
shall be jointly and severally liable for the obligations of such party
hereunder.

     8. All notices to be given under this Agreement shall be in writing and
shall be deemed served upon receipt by the addressee if served personally or, if
mailed, upon the first


                                       3



to occur of receipt or the refusal of delivery as shown on a return receipt,
after deposit in the United States Postal Service certified mail, postage
prepaid, addressed to the address of Landlord, Tenant or Lender appearing below,
or, if sent by telegram, when delivered by or refused upon attempted delivery by
the telegraph office. Such addresses may be changed by notice given in the same
manner. If any party consists of multiple individuals or entities, then notice
to any one of same shall be deemed notice to such party.

Lender's Address:

                    One SunAmerica Center
                    Century City
                    Los Angeles, California 90067
                    Attention: William Petak

Tenant's Address:
                    -----------------------------------

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

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

                    Attention:
                               ------------------------


                                       4



Landlord's Address:

                    c/o Tishman Speyer Properties, L.P.
                    520 Madison Avenue
                    New York, New York 10022
                    Attention: General Counsel

     9. This Agreement shall be interpreted and construed in accordance with and
governed by the laws of the State of New York.

     10. This Agreement shall apply to, bind and inure to the benefit of the
parties hereto and their respective successors and assigns. As used herein
"Lender" shall include any subsequent holder of the Mortgage.

     11. Tenant acknowledges that Landlord has assigned to Lender its right,
title and interest in the Lease and to the rents, issues and profits of the
Mortgaged Property and the Property pursuant to the Mortgage, and that Landlord
has been granted the license to collect such rents provided no Event of Default
has occurred under, and as defined in, the Mortgage. Tenant agrees to pay all
rents and other amounts due under the Lease directly to Lender upon receipt of
written demand by Lender, and Landlord hereby consents thereto. The assignment
of the Lease to Lender, or the collection of rents by Lender pursuant to such
assignment, shall not obligate Lender to perform Landlord's obligations under
the Lease.


                                       5



          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                        LENDER:

                                        SUNAMERICA LIFE INSURANCE
                                        COMPANY, an Arizona corporation


                                        By:
                                            ------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                               ---------------------------------


                                        LANDLORD:

                                        TST 300 PARK, L.P, a Delaware Limited
                                        Partnership


                                        By: TST 300 Park Corp., its general
                                            partner


                                        By:
                                            ------------------------------------

                                           Name:
                                                 -------------------------------

                                           Title:
                                                  ------------------------------

                                        TENANT:

                                                         , a
                                        -----------------    -------------------


                                        By:
                                            ------------------------------------

                                           Name:
                                                 -------------------------------

                                           Title:
                                                  ------------------------------


                                       6








                                                                  Exhibit 10.13

                       ASSIGNMENT AND ASSUMPTION OF LEASE

     THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") entered into
effective as of the 3rd day of October, 2003, by McCARTER & ENGLISH, LLP, a New
Jersey limited liability partnership, having an address of Four Gateway Center,
100 Mulberry Street, Newark, New Jersey 07102 ("Assignor") and GREENHILL & CO.,
LLC, a New York limited liability company, with an address of 300 Park Avenue,
23rd Floor, New York, New York 10022 ("Assignee")

                              W I T N E S S E T H:

     WHEREAS TST 300 Park, L.P. ("Landlord") and Assignor entered into that
certain lease, dated as of April 21, 2000 (the "Lease"), a true and complete
copy of which is attached hereto as Exhibit A, with respect to those certain
premises consisting of the entire eighteenth floor of the Building located at
300 Park Avenue, New York, New York, all as more fully described in the Lease
(the "Leased Premises"); and

     WHEREAS Assignor desires to assign the Lease and the leasehold estate
created thereunder to Assignee and, subject to the terms and conditions hereof,
Assignee desires to assume the obligations of Assignor, as tenant under the
Lease, all in accordance with the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Assignor and Assignee covenant
and agree as follows:

     1. Capitalized terms not defined herein shall have the meaning as set forth
in the Lease.

     2. Assignor intends, and hereby agrees to act in good faith, to deliver
possession of the Leased Premises to Assignee as of November 3, 2003; provided,
however, the date that Assignor actually delivers possession of the Leased
Premises to Assignee, in accordance with the terms and provisions set forth in
this Assignment, including but not limited to Section 12 below, shall be the
"Assignment Date". As of the Assignment Date; (i) Assignor hereby assigns,
transfers and conveys to Assignee the leasehold estate and all of its right,
title and interest as tenant in, to, and under the Lease; and (ii) Assignee
hereby accepts the assignment of the Lease, and the leasehold estate created
thereunder, by Assignor and assumes, absolutely and irrevocably, and agrees to
be bound by all the terms, covenants, provisions, and conditions of the Lease.

          a. Except as set forth in Subsection 2(b) below, Assignee acknowledges
and agrees that the Leased Premises are being assigned to it in an "AS-IS",
"WHERE-IS" condition.



          b. Notwithstanding anything to the contrary herein, if during the
first six (6) months of the term of this Assignment Assignee discovers the
presence of asbestos (which asbestos were present in or on the Leased Premises
prior to the Assignment Date), then Assignor shall, within forty-five days of
Assignee's written request therefor, reimburse Assignee for the reasonable
out-of-pocket costs and expenses incurred by Assignee to encapsulate such
asbestos; provided, however, Assignee hereby agrees to pay the first $15,000 of
costs and expenses for such encapsulation.

     3. Notwithstanding anything contained in this Agreement to the contrary,
Assignor hereby indemnities and agrees to hold Assignee harmless from and
against any loss, damage, liability, cost or expenses (including reasonable
attorneys' fees and court costs) resulting to Assignee by virtue of the failure
by Assignor to perform or comply with any term, covenant, or condition of the
Lease required to be performed or complied with, or any other matter accruing
under the Lease, prior to the Assignment Date. Notwithstanding anything
contained in this Agreement to the contrary, Assignee hereby indemnifies and
agrees to hold Assignor harmless from and against any loss, damage, liability,
cost or expenses (including reasonable attorneys' fees and court costs)
resulting to Assignor by virtue of Assignee's failure to perform or comply with
any term, covenant, or condition of the Lease required to be performed or
complied with, or any other matter accruing under the Lease, on or after the
Assignment Date (including, without limitation, during any period beyond the
original term of the Lease, whether as the result of a holdover, an extension or
modification of the Lease, or otherwise).

     4. Assignee acknowledges and agrees that the assignment effectuated hereby,
together with the Consent of Landlord to be obtained in accordance with the
provisions of Section 6 hereof, shall release and relieve Assignor from any
liability or obligation to Landlord under the provisions, covenants and
conditions of the Lease to the extent the same may arise on or after the
Assignment Date; provided, however, nothing in this Section 4 or in Paragraph 9
of the Landlord's Consent to Assignment and Amendment to Lease shall limit
Assignor's liabilities or obligations to Assignee as set forth in this
Assignment.

     5. Assignor represents and warrants that the amount of the Security Deposit
presently held by the Landlord is $1,550,000 in the form of a letter of credit
(the "Existing Letter of Credit"). Assignee shall be responsible for providing
Landlord with a substitute letter of credit satisfying the provisions of Article
35 of the Lease on the Assignment Date (as more fully set forth in that certain
Consent to Assignment and Amendment to Lease, dated on or about even date
herewith, and by and between Landlord, Assignor and Assignee).

     6. This Assignment is subject to, and shall become effective only upon the
written consent of Landlord to the making of this Assignment, in the form
attached hereto as Exhibit B.


                                       2



     7. In consideration of Assignee entering into this Assignment and assuming
the obligations of the Tenant under the Lease, Assignor agrees to pay to
Assignee the following;

     (a)  A construction allowance of $58,125.00 (less a credit for Base Rent
          paid by Assignor for the remaining days in the current month), payable
          on or before the Assignment Date.

     (b)  The sum of $322,109.37, payable in three (3) equal monthly
          installments of 107,369.79, which installments shall be payable (i) on
          the first day of the first month following the Assignment Date, (ii)
          on the first day of the second month following the Assignment Date,
          and (iii) on the first day of the third month following the Assignment
          Date.

     (c)  The following amounts in order to reimburse Assignee for a portion of
          the Fixed Rent due under the Lease as follows:

          (i)  Monthly installments of $18,567.71 commencing upon the first day
               of the fourth month following Assignment Date, and continuing
               until the earlier to occur of (l) the July 1, 2005 or (2) any
               earlier termination of the Lease.

          (ii) Monthly installments of $28,255.21 commencing on July 1, 2005 and
               continuing until the earlier to occur of (1) the day immediately
               preceding the fourth anniversary of the Assignment Date or (2)
               any earlier termination of the Lease.

          (iii) Monthly installments of $25,026.04 commencing on the fourth
               anniversary of the Assignment Date and continuing until the
               earlier to occur of (1) the Expiration Date for the initial Term
               of the Lease of July 31, 2010, or (2) any earlier termination of
               the Lease.

     (d)  Monthly payments equal to one-twelfth (1/12th) of the lesser of (i)
          Tenant's Proportionate Share of the increase in Taxes for the
          2003/2004 Comparison Year over the Base Taxes, or (ii) in the event
          Taxes for any Lease Year are less than the Taxes for the 2003/2004
          Comparison Year, Tenant's Proportionate Share of the increase in Taxes
          for such Comparison Year over the Base Taxes ("Assignor's Tax
          Contribution"). Assignor's Tax Contribution shall be payable to
          Assignee on or prior to the first day of each month commencing upon
          the first day of the first month following Assignment Date, and
          continuing until the earlier to occur of (i) the Expiration Date of
          the initial Term of the Lease on July 31, 2010 or (ii) any earlier
          termination of the Lease. Monthly payments shall


                                       3



          be based upon Landlord's estimate of Tenant's Tax Payments as set
          forth in Section 8.2 of the Lease, and shall be subject to annual
          reconciliation within ten (10) Business Days after each annual
          Statement of Taxes is provided to Assignor.

     (e)  Monthly payments equal to one-twelfth (1/12th) of the lesser of (i)
          Tenant's Proportionate Share of the increase in Operating Expenses for
          the 2003 Comparison Year over the Base Operating Expenses, or (ii) in
          the event Operating Expenses for any Comparison Year (as defined in
          the Lease) are less than the Operating Expenses for the 2003
          Comparison Year, Tenant's Proportionate Share of the increase in
          Operating Expenses for such Comparison Year over the Base Operating
          Expenses ("Assignor's Operating Expense Contribution"). Assignor's
          Operating Expense Contribution shall payable to Assignee on or prior
          to the first day of each month commencing upon the first day of the
          first month following Assignment Date, and continuing until the
          earlier to occur of (i) the Expiration Date of the initial Term of the
          Lease on July 31, 2010 or (ii) any earlier termination of the Lease.
          Monthly payments shall be based upon Landlord's estimate of Tenant's
          Operating Payment as set forth in Section 8.3 of the Lease, and shall
          be subject to annual reconciliation within ten (10) Business Days
          after each annual Statement of Taxes is provided to Assignor.

     (f)  In the event Assignor does not deliver possession of the Leased
          Premises to Assignee on or before December 3, 2003, then Assignor
          hereby agrees to pay to Assignee a sum equal to $4,440 per day for
          each day after December 3, 2003 that Assignor does not deliver
          possession of the Leased Premises to Assignee, with at least twenty
          (20) days prior written notice to Assignee of the delivery date.

     8. Assignor and Assignee each warrants and represents to the other that it
had no dealing with any broker or finder concerning this Assignment other than
CBRE Real Estate Services, Inc. and The Garibaldi Group in cooperation with The
Staubach Company (collectively, the "Brokers"). Each party hereto agrees to
indemnify and hold the other party harmless from any and all liabilities and
expenses, including, without limitation, reasonable attorneys' fees and
disbursements, arising out of claims against the other party by any other
broker, consultant, finder or like agent claiming to have brought about this
Assignment based upon the alleged acts of the indemnifying party. Assignor shall
be responsible for any commissions and fees owed to Brokers in connection with
this Assignment and its negotiation pursuant to a separate agreement between
Assignor and/or Assignee and Brokers.

     9. This Assignment shall be construed and enforced in accordance with the
laws of the State of New York. Assignee and Assignor agree that any


                                       4



action or proceeding brought to enforce any provision of this Assignment shall
be brought in the courts of the State of New York.

     10. Assignor represents and warrants to Assignee that (a) Assignor is the
holder of the tenant's interest in the Lease, (b) Assignor's interest as tenant
under the Lease has not been pledged or otherwise assigned to any other party,
(c) Exhibit A contains a true and complete copy of the Lease and any amendments
thereto, and (d) all rent due and payable under the Lease has been paid by
Assignee through the date hereof, (e) Assignee has receive no notice from
Landlord that Assignor is in default of any of its obligations under the Lease,
and (f) Assignor has not exercised its renewal option as provided in Article 37
of the Lease.

     11. Assignor covenants, represents and warrants to Assignee that, as of the
date hereof, and through the Assignment Date:

          a. Assignor is in, and shall be in compliance with all Requirements
applicable to the Leased Premises, as more fully set forth in Section 9.1(a) of
the Lease; and

          b. Tenant has not and shall not (i) cause or permit any Hazardous
Materials to be brought into the Building, (ii) cause or permit the storage or
use of the Hazardous Materials in any manner not permitted by any Requirements,
or (iii) cause or permit the escape, disposal or release of any Hazardous
Material within the vicinity of the Building.

     12. Assignor therefore agrees if Assignor can not deliver the Leased
Premises to Assignee on or before November 3, 2003, then the Assignment Date
shall be made effective as of the date which Assignor actually delivers
possession to Assignee (which date shall not be less than 20 days after Assignee
receives written notice that Assignor is able to deliver possession on such
date). Further, notwithstanding anything to the contrary herein, if Assignor is
unable to deliver the Leased Premises to Assignee on or before December 31,
2003, then Assignee may terminate this Assignment (and retain the monetary
payments set forth in Section 7(b) above) with written notice to Assignor.

     13. Each of the following events shall be an "Event of Default" hereunder:

          a. Assignor fails to pay when due any monetary payment required under
this Assignment and such default continues for five Business Days after notice
of such default is given to Assignor, except that if Tenant shall have given two
such notices of default in the payment of any monetary payment in any twelve
month period, Assignor shall not be entitled to any further notice of
delinquency in the payment of any monetary payment or an extended period in
which to make payment until such time as twelve consecutive months have elapsed
without Assignor having failed to make ay such payment when due, and


                                       5



the occurrence of any default in the payment of any monetary payment within such
twelve month period after giving of two such notices shall constitute and Event
of Default; or

          b. Assignor defaults in the observance or performance of any other
term, covenant, condition of this Assignment to be observed or performed by
Assignor and such default continues for more than 20 days after notice by
Assignee of such default; or

          c. Assignor's interest in this Assignment shall devolve upon or pass
to any Person, whether by operation of law or otherwise (provided, however,
Assignor may merge with another entity so long as (i) Assignee is provided
notice thereof and (ii) such new entity is liable hereunder); or

          d. Assignor generally does not, or is unable to, or admits in writing
its inability to, pay its debts as they become due; or

          e. Assignor files a voluntary petition in bankruptcy or insolvency, or
is adjudicated a bankrupt or insolvent, or files any petition or answer seeking
any reorganization, liquidation, dissolution or similar relief under any present
of future federal bankruptcy act or any other present or future applicable
federal, state or other statute or law, or makes an assignment for the benefit
of creditors or seeks or consents to acquiesces in the appointment of any
trustee, receiver, liquidator or other similar official for Assignor or for all
or part of Assignor's property; or

          f. if, within 60 days after the commencement of any proceeding against
Assignor, whether by the filing of a petition or otherwise, seeking bankruptcy,
insolvency, reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
act or any other present or future applicable federal, state or other statute or
law, such proceeding shall not have been dismissed, or if, within 60 days after
the appointment of any trustee, receiver, liquidator or other similar official
for Assignor or for all or any part of Assignor's property, without the consent
or acquiescence of Assignor, such appointment shall not have been vacated or
otherwise discharged, or if any lien, execution or attachment or other similar
filing shall be made or issued against Assignor or any of Assignor's property
pursuant to which the Leased Premises shall be take or occupied or attempted to
be take or occupied by someone other than Assignor.

     14. If any Event of Default occurs, Assignee shall have the following
rights and remedies:

          a. Assignee shall have the right to accelerate all payments due,
through and including the Expiration Date for the initial Term of the Lease,
under Subsection 7(c)(i)-(iii) of this Assignment, and such payments (less a


                                       6



discount rate of four percent (4%)) shall at once become due and payable and may
be collected forthwith ("Accelerated Monthly Rent Payments");

          b. Assignee shall have the right, as liquidated and agreed damages, to
estimate the payments due under Subsections 7(d) and (e) above by multiplying
the then applicable monthly payment amount under Subsections 7(d) and (e) and
multiplying such monthly payment amount (less a discount rate of four percent
(4%)) by the total months remaining under the initial Term of the Lease
("Liquidated Damages"), and declare such amount due and payable;

          c. Assignor shall pay to Assignee all monetary payments then due and
payable under the terms of this Assignment, the Accelerated Monthly Rent
Payments and Liquidated Damages;

          d. Assignee shall be entitled to draw upon the letter of credit
deposited by Assignor as security, and Assignor shall be entitled to the
proceeds thereof, which monies, shall be applied to the amounts due and owing to
Assignee and against any damages payable by Assignor to Assignee;

          e. Any damages payable under this Assignment and not paid when due
shall bear interest at the Interest Rate from the due date until paid, and the
interest shall be deemed additional payments required hereunder; and

          f. The rights and remedies set forth above are cumulative and shall
not preclude Assignee from invoking any other remedy allowed in law or equity.

     15. a. Assignor shall, within 15 days after the execution of this
Assignment, deliver a clean, irrevocable, non-documentary and unconditional
letter of credit from Wachovia Bank, N.A. or other financial institution and in
form reasonably approved by Assignee ("Letter of Credit"). The Letter of Credit
shall (i) name Assignee as beneficiary, (ii) be in the initial amount of
$1,000,000.00, (iii) have a term of not less than one year, (iv) permit multiple
drawings, (v) be fully transferable by Assignor without the payment of any fees
or charges by Assignee, and (vi) otherwise be in form and content reasonably
satisfactory to Assignee. Subject to the reductions in the face amount of the
Letter of Credit set forth below, the Letter of Credit shall provide that it
shall be deemed automatically renewed, without amendment, for consecutive
periods of one year each thereafter during the Term through the date that is at
least 60 days after the Expiration Date, unless the issuing bank sends notice
("Non-Renewal Notice") to Assignee by certified mail not less than 45 days next
preceding the then expiration date of the letter of credit stating that the
issuing bank has elected not renew the letter of credit. Assignee shall have the
right, upon receipt of the Non-Renewal Notice, to draw the full amount of the
letter of credit, by sight draft on the issuing bank, and shall thereafter hold
or apply the cash proceeds of the letter of credit as permitted by this
Assignment.


                                       7



          b. Notwithstanding the above, the Letter of Credit shall provide that
it shall automatically be reduced by the amount of $125,000.00 on each annual
anniversary of the execution of this Assignment, or if no automatic reduction
provision is contained in the Letter of Credit, the Letter of Credit may be
replaced by a new Letter of Credit for such reduced amount or an amendment to
the existing Letter of Credit reducing the face amount thereof. Upon delivery to
Landlord of a replacement Letter of Credit in such reduced face amount, but
meeting all of the other requirements set forth above, the then existing Letter
of Credit will be returned to Tenant.

          c. Assignor shall annually make available for Assignee's inspection
such financial statements and information as reasonably required by Assignee in
order for Assignee to determine Assignor's ability to perform Assignor's
obligations hereunder.

          d. Notwithstanding anything to the contrary herein, if within 30 days
of the date of this Assignment Assignor fails to deliver the Letter of Credit,
then Assignee may terminate this Assignment with written notice to Assignor.

     16. In the event that Landlord seeks reimbursement (from either Assignee or
Assignor) for the costs and expenses incurred by Landlord in connection with
this Assignment, Assignor and Assignee hereby agree to equally (i.e. 50/50)
split responsibility for such costs and expenses.

     17. This Assignment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. The parties hereto may execute and deliver this Assignment by
forwarding facsimile, telefax, or other means of copies of this Assignment
showing execution by the parties sending the same, and the parties agree and
intend that such signature shall have the same effect as an original signature,
that the parties shall be bound by such means of execution and delivery, and
that the parties hereby waive any defense to validity based on any such copies
or signatures.

     18. This Assignment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

              [The remainder of this page intentionally left blank]


                                       8



     IN WITNESS WHEREOF, the undersigned have executed this document effective
as of the date and year first above written.

                                        ASSIGNOR:

                                        McCARTER & ENGLISH, LLP


                                        By: /s/Andrew T. Berry
                                            ------------------------------------
                                        Name: Andrew T. Berry
                                        Title: Chairman, Executive Committee


                                        ASSIGNEE:

                                        GREENHILL & CO., LLC


                                        By: /s/Harold J. Rodriguez, Jr.
                                            ------------------------------------
                                        Name: Harold J. Rodriguez, Jr.
                                        Title: Chief Financial Officer


                                       9



                                    EXHIBIT A
                                     [LEASE]


                                       10







                                                                  Exhibit 10.14

                               SUBLEASE AGREEMENT

     THIS SUBLEASE AGREEMENT ("Agreement"), dated as of the date below and
effective as of January 1, 2004, is entered into by Greenhill Aviation Co., LLC,
a New York limited liability company, with offices located at Westchester County
Airport, 16 Hangar Road, White Plains, New York 10604 ("Permittee"), and
Riversville Aircraft Corporation, a New York corporation ("Tenant"):

                                   BACKGROUND

     Pursuant to that certain Hangar and Office/Shop Use Permit dated as of June
25, 2003 ("Permit") between Signature Flight Support Corporation ("Signature")
and Permittee, Signature has authorized Permittee to use and occupy hangar space
of approximately 7,100 square feet in Signature's C-2 hangar storage facility
(the "Permitted Space"). Capitalized terms not defined herein shall have the
meaning attributable to them in the Permit.

     Tenant desires to sublease 2,521 square feet of the Permitted Space (the
"Sublease Space") to be used and occupied by Tenant for the storage of its
Pilatus aircraft, registration number N922RG. Permittee desires to sublease the
Sublease Space to Tenant, subject to the Permit.

     The parties agree as follows:

     1. Lease of Sublease Space. Subject to the Permit, Permittee hereby
subleases to Tenant the Sublease Space. Notwithstanding anything to the contrary
contained herein, Tenant accepts the Sublease Space "AS IS, WHERE IS AND WITH
ALL FAULTS."

     2. Permitted Use. Tenant may use the Sublease Space for any other use
permitted under the Permit and applicable law. Subject to the terms and
conditions of the Permit. Tenant agrees to comply with all applicable
governmental laws, rules, statutes and regulations, relating to its use of the
Sublease Space.

     3. Term.

          A. The term of this Agreement shall commence on the date herein below
     written, and shall terminate on June 30, 2006 (the "Term"), provided that
     Permittee and Tenant may terminate this Agreement upon 30 days prior
     written notice to the other party.

          B. Notwithstanding anything to the contrary herein, Tenant hereby
     acknowledges and agrees that it shall not have the right to possession of
     the Sublease Space beyond the term of the Permit, and this Agreement shall
     immediately terminate upon the termination or cancellation of the Permit.
     If Tenant remains in possession of the Sublease Space after the termination
     or expiration of this Agreement, then Tenant will be deemed to be occupying
     the Sublease Space on a month-to-month basis as a holdover tenant, subject
     to the terms and conditions of this Agreement and the Permit (including
     holdover rent).



     4. Rent; Additional Rent.

          A. Commencing on the date of this Agreement (the Commencement Date"),
     Tenant will pay the Permittee, on or before the first (1st) day of each
     calendar month in advance, to Permittee, at the address set forth above,
     the amount of three thousand nine hundred dollars ($3,900).

          B. Commencing on the Commencement Date, Tenant will be responsible to
     pay, as additional rent, any and all expenses and costs arising out of
     Tenant's use of the Sublease Space.

     5. Approvals. Tenant, at Tenant's sole cost and expense, shall obtain and
maintain during the entire Term of the Permit all governmental licenses,
permits, approvals or other relief required of or deemed necessary by Tenant for
its use of the Sublease Space, including without limitation applications for
zoning variances, zoning ordinances, amendments, special use permits, and
construction permits (collectively referred to as "Governmental Approvals").
Permittee agrees to reasonably assist Tenant with such applications at no cost
to Permittee or Signature.

     6. Indemnification and Insurance.

          A. Tenant agrees to indemnify, defend and hold Permittee harmless from
     and against any injury, loss, damage or liability (or any claims in respect
     of the foregoing), costs or expenses (including reasonable attorneys' fees
     and court costs) arising directly from the installation, use, maintenance
     or repair of the Sublease Space or the breach of any provision of this
     Agreement, except to the extent attributable to the gross negligence or
     willful misconduct of Permittee, its employees or agents.

          B. Tenant shall comply with all insurance requirements set forth in
     the Permit. Tenant shall name Permittee and Signature as additional
     insureds on all insurance policies required under the Permit.

     7. Warranties.

          A. Tenant and Permittee each acknowledge and represent that it is duly
     organized, validly existing and in good standing and has the right, power
     and authority to enter into this Agreement and bind itself hereto through
     the party set forth as signatory for the party below.

          B. Permittee represents and warrants that as long as Tenant is not in
     default, then Permittee grants to Tenant sole, actual, quiet and peaceful
     use, enjoyment and possession of the Sublease Space.

     8. Environmental.

          A. Tenant will be responsible for compliance with any and all
     environmental and industrial hygiene laws, including any regulations,
     guidelines, standards, or policies of any governmental authorities
     regulating or imposing standards of liability or standards of conduct with
     regard to any environmental or industrial hygiene condition or matters as


                                      -2-



     may now or at any time hereafter be in effect, that are now or were related
     to Tenant's activity conducted in, or on, the Sublease Space.

          B. Tenant agrees to hold harmless and indemnify Permittee and
     Signature from and to assume all duties, responsibilities, and liabilities
     at its sole cost and expense, for all duties, responsibilities and
     liability (for payment of penalties, sanctions, forfeitures, losses, costs,
     or damages), and for responding to any action, notice, claim, order,
     summons, citation, directive, litigation, investigation or proceeding which
     is related to Environmental Damages, as defined in Section 10b of the
     Permit, that arise directly or indirectly in connection with the presence,
     suspected presence, relapse or suspected or threatened release of any
     Hazardous and Regulated Substances arising from or caused by Tenant's use
     of the Hangar.

          C. To Permittee's current actual knowledge, neither Permittee nor any
     third party has generated, disposed of, released, nor found any hazardous
     materials on or about the Sublease Space in violation of any environmental
     laws. It is understood by Tenant, however, that Permittee has not made any
     independent investigations to confirm the accuracy of the foregoing
     representation.

     9. Tenant shall have access to the Sublease Space under the same terms and
conditions set forth in the Permit.

     10. Removal. All personal property brought onto the Sublease Space by
Tenant will be and remain Tenant's personal property and, at Tenant's option,
may be removed by Tenant at any time during the Term; provided, that Tenant, at
its own cost, repairs any damages. Any alterations or improvements made by
Tenant to the Sublease Space shall be removed by Tenant prior to the end of the
Term and Tenant will restore the Sublease Space to its original condition.

     11. Maintenance; Utilities.

          A. Tenant will keep and maintain the Sublease Space in good condition,
     reasonable wear and tear excepted.

          B. Tenant will be responsible for an annual payment of its
     proportionate share, equal to thirty percent (30%), of any maintenance or
     utilities charged to Permittee.

     12. Default and Right to Cure.

          A. The following will be deemed a default by Tenant and a breach of
     this Agreement: (i) nonpayment of Rent if such rents remain unpaid for more
     than ten (10) days after the first day of each month; or (ii) Tenant's
     failure to perform any other term or condition under this Agreement or
     under the Permit within thirty (30) days after receipt of written notice
     from Permittee or Signature specifying the failure. If Tenant remains in
     default beyond any applicable cure period, Permittee will have the right to
     exercise any and all rights and remedies available to it under law and
     equity, including the right to cure Tenant's default and to deduct the
     costs of cure from any moneys owed to Permittee by Tenant.


                                      -3-



          B. The following will be deemed a default by Permittee and a breach of
     this Agreement. Permittee's failure to perform any term or condition under
     this Agreement within forty-five (45) days after receipt of written notice
     from Tenant specifying the failure. No such failure, however, will be
     deemed to exist if Permittee has commenced to cure the default within such
     period and provided such efforts are prosecuted to completion with
     reasonable diligence. Delay in curing a default will be excused if due to
     causes beyond the reasonable control of Permittee. If Permittee remains in
     default beyond any applicable cure period, Tenant will have the right to
     exercise any and all rights available to it under law and equity.

     13. Assignment/Sublease. Tenant may not assign or sublease this Agreement,
in whole or in part, without Permittee's and Signature's consent, which may be
withheld in each such parties sole discretion.

     14. Notices. All notices, requests, demands and communications hereunder
will be given by first class certified or registered mail, return receipt
requested, or by a recognized overnight courier, postage prepaid, to be
effective when properly sent and received, refused or returned undelivered.
Notice will be addressed to the following:



     Tenant:           Riversville Aircraft Corporation

     Permittee:        Greenhill Aviation Co., LLC
                       16 Hangar Road
                       Westchester County Airport
                       White Plains, New York
                       Attn: Mike Telow

                               and

                       Hal Rodriguez
                       300 Park Avenue, 23rd Floor
                       New York, New York 10022

     with a copy to:   Sonnenschein Nath & Rosenthal LLP
                       4520 Main Street, Suite 1100
                       Kansas City, Missouri 64111
                       Attn: Kelly Sullivan-Deady, Esq.

     Signature:        Signature Flight Support Corporation
                       Westchester County Airport
                       White Plains, New York 10604
                       Attn: General Manager


                               and

                       Signature Flight Support Corporation
                       201 South Orange Avenue, Suite 1100
                       Orlando, Florida 32801
                       Attn: Contracts


                                      -4-



     Either party hereto may change the place for the giving of notice to it by
thirty (30) days' written notice to the other party as provided herein.

     15. Severability. If any term or condition of this Agreement is found
unenforceable, the remaining terms and conditions will remain binding upon the
parties as though said unenforceable provision were not contained herein.
However, if the invalid, illegal or unenforceable provision materially affects
this Agreement, then the Agreement may be terminated by either party on ten (10)
days' prior written notice to the other party hereto.

     16. Permit Terms.

          A. This Agreement is subject to and Tenant accepts this Agreement
     subject to all of the terms, covenants, provisions, conditions and
     agreements contained in the Permit. This Agreement shall also be subject to
     and Tenant accepts this Agreement also subject to any amendments and
     supplements to the Permit hereafter made.

          B. This Agreement expressly incorporates by reference, as if set forth
     in full in this Agreement, all of the terms, covenants and conditions of
     the Permit, unless clearly inapplicable.

          C. In the event of and upon the termination or cancellation of the
     Permit by Permittee or Signature pursuant to the terms and provisions
     thereof, this Agreement shall automatically cease and terminate. In such
     event Tenant shall have no claims whatsoever against Permittee or
     Signature.

          D. The terms, conditions and obligations imposed upon Tenant hereunder
     shall be deemed supplementary to all terms, conditions, and obligations of
     the Permit, which Tenant has assumed hereunder. In the event of any
     inconsistency between this Agreement and the Permit, this Agreement shall
     be construed so as to impose on Tenant the obligations of Permittee under
     the Permit, unless such obligation has been expressly altered by the
     provisions of this Agreement.

     17. Miscellaneous.

          A. Amendment; Waiver. This Agreement cannot be amended, modified or
     revised unless done in writing and signed by an authorized agent of the
     Permittee and an authorized agent of the Tenant, with the consent of
     Signature. No provision may be waived except in a writing signed by both
     parties.

          B. Bind and Benefit. The terms and conditions contained in this
     Agreement will be binding upon and will inure to the benefit of the
     parties, their respective heirs, executors, administrators, successors and
     assigns.

          C. Entire Agreement. This Agreement and the exhibits attached hereto,
     all being a part hereof, constitute the entire agreement of the parties
     hereto and will supersede all prior offers, negotiations and agreements.


                                      -5-



          D. Governing Law. This Agreement will be governed by the laws of the
     state in which the Sublease Space are located, without regard to conflicts
     of law.

          E. Interpretation. Unless otherwise specified, the following rules of
     construction and interpretation apply: (i) captions are for convenience and
     reference only and in no way define or limit the construction of the terms
     and conditions hereof; (ii) use of the term "including" will be interpreted
     to mean "including but not limited to"; (iii) whenever a party's consent is
     required under this Agreement, except as otherwise stated in the Agreement
     or as same may be duplicative, such consent will not be unreasonably
     withheld, conditioned or delayed; (iv) exhibits are an integral part of the
     Agreement and are incorporated by reference into this Agreement; (v) use of
     the terms "termination" or "expiration" are interchangeable, and (vi)
     reference to a default will take into consideration any applicable notice,
     grace and cure periods.


                                      -6-



     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed this ______ day of April, 2004.

PERMITTEE:

GREENHILL AVIATION CO., LLC


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


TENANT:

RIVERSVILLE AIRCRAFT CORPORATION


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


                                      -7-









                                                                  Exhibit 10.15


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.

                        Agreement of Limited Partnership

                                       of

                                    GCP, L.P.

                                   dated as of

                                  June 29, 2000



                                TABLE OF CONTENTS

                                   ----------

                                                                            PAGE
                                                                            ----
                                    ARTICLE 1
                               GENERAL PROVISIONS
SECTION 1.01.   Definitions....................................................2
SECTION 1.02.   Formation; Conversion..........................................2
SECTION 1.03.   Name of the Partnership........................................2
SECTION 1.04.   Purposes of the Partnership and Powers.........................2
SECTION 1.05.   Office; Registered Agent.......................................2
SECTION 1.06.   Title to Partnership Property..................................3
SECTION 1.07.   Filing of Certificates.........................................3
SECTION 1.08.   Admission of Limited Partners..................................3
SECTION 1.09.   Subsequent Admission of Individual Limited Partners............4

                                    ARTICLE 2
            GOVERNANCE; MANAGEMENT AND OPERATIONS OF THE PARTNERSHIP
SECTION 2.01.   Management of the Partnership..................................5
SECTION 2.02.   Powers of the General Partner..................................5
SECTION 2.03.   Advisory Committee.............................................7
SECTION 2.04.   Transactions with Affiliates...................................7
SECTION 2.05.   Other Activities...............................................8
SECTION 2.06.   Books and Records; Accounting Method; Fiscal Year..............8
SECTION 2.07.   Partnership for Tax Purposes; Partnership Tax Returns..........8
SECTION 2.08.   Confidentiality...............................................10
SECTION 2.09.   Investment of Funds...........................................11
SECTION 2.10.   Other Authority...............................................11

                                    ARTICLE 3
                 CARRIED INTEREST POINTS; CERTAIN OTHER MATTERS
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...........................14
SECTION 3.06.   Other Provisions Relating to Special Limited Partners.........16
SECTION 3.07.   Assignment of Points to General Partner.......................17

                                    ARTICLE 4
                                    EXPENSES
SECTION 4.01.   Definition of Expenses........................................17
SECTION 4.02.   Responsibility for Partnership Expenses among the Partners....17



                                                                            PAGE
                                                                            ----
                                    ARTICLE 5
                   CAPITAL CONTRIBUTIONS; CLAWBACK OBLIGATIONS
SECTION 5.01.   Capital Contributions.........................................18
SECTION 5.02.   Payment of Capital Contributions..............................18

                                    ARTICLE 6
                  CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS
SECTION 6.01.   Principles of Distributions Attributable to Invested
                   Capital....................................................19
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...............................23
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...................................................25
SECTION 6.09.   Repayment of Certain Distributions............................25

                                    ARTICLE 7
                     REPORTS TO INDIVIDUAL LIMITED PARTNERS
SECTION 7.01.   Reports.......................................................25

                                    ARTICLE 8
                         EXCULPATION AND INDEMNIFICATION
SECTION 8.01.   Exculpation and Indemnification...............................26

                                    ARTICLE 9
                   DURATION AND DISSOLUTION OF THE PARTNERSHIP
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 Individual Limited Partners....................30

                                   ARTICLE 10
                 TRANSFERABILITY OF A LIMITED PARTNER'S INTEREST
SECTION 10.01.  Restrictions on Transfer of Limited Partner Interests.........30
SECTION 10.02.  Expenses of Transfer; Indemnification.........................31
SECTION 10.03.  Recognition of Transfer; Substituted Partners.................31


                                       ii



                                   ARTICLE 11
                  TRANSFERABILITY OF GENERAL PARTNER'S INTEREST
SECTION 11.01.  Transferability of General Partner's Interest.................32

                                   ARTICLE 12
                                  MISCELLANEOUS
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...................................34
SECTION 12.06.  Further Assurance.............................................34
SECTION 12.07.  Filings.......................................................35
SECTION 12.08.  Power of Attorney.............................................35
SECTION 12.09.  No Bill for Partnership Accounting............................35
SECTION 12.10.  Goodwill......................................................36
SECTION 12.11.  Notices.......................................................36
SECTION 12.12.  Arbitration...................................................36
SECTION 12.13.  Withholding...................................................37
SECTION 12.14.  Headings......................................................37

                                   ARTICLE 13
                              CLAWBACK OBLIGATIONS
SECTION 13.01.  General Partner Clawback......................................37
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



                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                                    GCP, L.P.
     (a limited partnership formed under the laws of the State of Delaware)

     This AGREEMENT OF LIMITED PARTNERSHIP OF GCP, L.P. dated and effective as
of June 29, 2000 is entered into by and among GCP, LLC, a Delaware limited
liability company, as the general partner, Greenhill & Co., LLC, a Delaware
limited liability company, as a limited partner, the Individual Limited Partners
party hereto and such other persons who are admitted as Individual Limited
Partners from time to time in accordance with this Agreement, each in the
capacity as a Partner.

                                   WITNESSETH:

     WHEREAS, Greenhill Capital Partners, LLC (the "Company"), was formed as a
Delaware limited liability company on February 17, 2000 by Robert F. Greenhill,
Robert H. Niehaus and Scott L. Bok (each a "Member" and collectively the
"Members");

     WHEREAS, on the date hereof, by written consent, the Members approved the
conversion of the Company to a Delaware limited partnership and approved this
Agreement;

     WHEREAS, on the date hereof, the Company was converted to a Delaware
limited partnership pursuant to Section 18-216 of the Delaware Limited Liability
Company Act (6 Del. C. Section 18-101 et seq.), as amended from time to time,
and Section 17-217 of the Delaware Revised Uniform Limited Partnership Act (6
Del. C. Section 17-101 et seq.), as amended from time to time (the "Delaware
Act"), by causing the filing with the Secretary of State of the State of
Delaware of a Certificate of Conversion to Limited Partnership and a Certificate
of Limited Partnership (the "Conversion"); and

     WHEREAS, upon the effectiveness of the Conversion, GCP, LLC shall become
the sole general partner of the Partnership and Greenhill and the Individual
Limited Partners shall become the limited partners of the Partnership.

     NOW THEREFORE, the parties hereto agree as follows:



                                    ARTICLE 1
                               GENERAL PROVISIONS

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

     SECTION 1.02. Formation; Conversion. Effective as of the time of the
Conversion, (i) the limited liability company agreement of the Company, as
amended, is replaced and superseded in its entirety by this Agreement in respect
of all periods beginning on or after the Conversion, (ii) GCP, LLC is
automatically admitted to the Partnership as the sole general partner of the
Partnership, (iii) Greenhill and the Individual Limited Partners are
automatically admitted to the Partnership as limited partners of the
Partnership, and (iv) the Partners are continuing the business of the Company
without dissolution in the form of a Delaware limited partnership governed by
this Agreement. In accordance with Section 17-217(g) of the Delaware Act, the
Partnership shall constitute a continuation of the existence of the Company in
the form of a Delaware limited partnership and, for all purposes of the laws of
the State of Delaware, shall be deemed to be the same entity as the Company.

     SECTION 1.03. Name of the Partnership. The name of the Partnership is GCP,
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 1.04. 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, L.P.,
Greenhill Capital Partners (Cayman), L.P., Greenhill Capital Partners
(Executives), L.P., and Greenhill Capital, L.P. (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.


                                       2



     (b) The business address of the Partnership shall be 31 West 52nd Street,
New York, New York 10019, 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
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. Greenhill and each of the
Individual 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. Upon the
execution and delivery of this Agreement, GCP, LLC shall be admitted to the
Partnership as a general partner of the Partnership.


                                       3



     SECTION 1.09. Subsequent Admission of Individual Limited Partners. (a) At
any time, the General Partner may cause the Partnership to admit additional
Persons as Individual 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 an Individual 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
Individual Limited Partner to the Partnership pursuant to this Section 1.09
shall not require the approval of any Individual Limited Partner existing
immediately prior to such admission.

     (b) The Individual 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 an Individual Limited Partner to the
extent set forth in Articles 3 and 6.

     (c) No additional Individual Limited Partner shall be admitted to the
Partnership if the admission of such Individual 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 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.


                                       4



                                    ARTICLE 2
            GOVERNANCE; MANAGEMENT AND OPERATIONS OF THE PARTNERSHIP

     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, Partners, employees
or agents of the Partnership as the General Partner considers desirable from
time to time, and such officers, 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;

     (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;


                                       5



     (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.

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 Fund Management
Co., LLC and each Fund, any agreements to induce a Person to purchase interests
in the Funds, and any amendments to such documents, 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


                                       6



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. Advisory Committee. (a) The Partnership shall have an
Advisory Committee consisting of all the Limited Partners. The General Partner
will meet regularly with the Advisory Committee to evaluate and discuss
potential investments and to review the performance of existing investments of
the Funds. Any actions taken by the 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, in consideration for sharing in the
Carried Interest Points hereunder, to participate in meetings of the Advisory
Committee and, in connection with its role on the Advisory 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.

     (c) Notwithstanding anything to the contrary contained herein, the members
of the Advisory 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 Advisory Committee or any member of the
Advisory Committee.

     (d) Notwithstanding anything to the contrary contained in this Agreement,
in no event shall a member of the 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 2.04. 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 (acting
other than in its capacity as a Limited Partner), 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 (i) 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 Individual 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


                                       7



and the Individual 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 Individual Limited Partner's interest as a
Limited Partner.

     (b) Each Individual Limited Partner agrees that (i) the books and records
of the Partnership contain confidential information relating to the Partnership
and its affairs and (ii) except for information otherwise required to be
provided or made available to Individual Limited Partners pursuant to this
Agreement, the General Partner may, to the maximum extent permitted by
applicable law, keep confidential from the Individual 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


                                       8



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 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 Individual Limited Partner that
elects to participate in such proceedings shall be responsible for any expenses
incurred by such Individual Limited Partner in connection with such
participation. Further, an Individual 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 Individual 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 an Individual
Limited Partner's tax return shall be borne solely by the affected Individual
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.


                                       9



     SECTION 2.08. Confidentiality. (a) Each Individual 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 Individual 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 Individual 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 Individual Limited Partner or Authorized Representative, (ii)
the information subsequently becomes publicly known through no act or omission
of such Individual Limited Partner or Authorized Representative, (iii)such
disclosure, in the written opinion of legal counsel of such Individual 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 Individual 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 Individual Limited Partner shall notify the General Partner
of such disclosure and deliver to the General Partner the opinion referred to
above. Prior to any disclosure to any Authorized Representative, each Individual
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 Individual Limited Partner under this Section
2.08 shall survive for a period of five years after the date such Individual
Limited Partner ceases to be a Limited Partner. If the Partnership is dissolved,
the obligation of each Individual Limited Partner under this Section 2.08 who is
an Individual Limited Partner at the time of such dissolution shall survive for
a period of five years thereafter.

     (c) 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.


                                       10



     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
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 an Individual 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
Individual 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 Individual Limited Partner.

                                    ARTICLE 3
                 CARRIED INTEREST POINTS; CERTAIN OTHER MATTERS

     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 members 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 members. In the performance of their respective functions
with respect to this Agreement, the General Partner and its members 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 or its members deem necessary or appropriate as to matters the
General Partner or its members reasonably believe are within such other person's
professional or expert competence and who has been selected with


                                       11



reasonable care by or on behalf of the Partnership, and the General Partner and
its members 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 and its members under this Agreement.

     SECTION 3.02 Assignment of Carried Interest Points. (a) On or prior to
January 1 of each fiscal year, or as soon as practicable thereafter (the "Annual
Allocation Date"), (i) 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"), and (ii) Greenhill shall be
assigned 10 Carried Interest Points, or such other amount as determined by the
General Partner (the "Greenhill Points"), in each case 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 200, 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 200. 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 2000 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


                                       12



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
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 Greenhill. 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 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 2000 will be allocated as set forth in
Schedule I. If an additional Partner 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 or the Partnership or any Affiliate thereof
or (ii) to interfere with or to limit in any way the right of Greenhill or the
Partnership or any Affiliate thereof to terminate the employment of such Partner
at any time or to transfer his or her employment within Greenhill or the
Partnership or any Affiliate thereof to other activities from time to time.


                                       13



     SECTION 3.05 Effect of Termination of Employment. (a) An Individual Limited
Partner whose employment with the Partnership, the General Partner and Greenhill
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
Individual Limited Partner shall no longer receive any new awards of Carried
Interest Points with respect to any Fund Investments and (ii) such Individual
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) With respect to any Individual Limited Partner who becomes a Special
Limited Partner and any Fund Investment in which such Individual Limited Partner
has an interest prior to becoming a Special Limited Partner, such Individual
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 Individual Limited Partner's Carried Interest Share of such Fund
Investment without reduction if such Individual 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, or (iii) any
other exception determined by the General Partner.

     (c) With respect to any Individual Limited Partner who becomes a Special
Limited Partner as a result of the termination of employment for any reason
other than those specified in Section 3.05(b) or 3.05(d), and any Fund
Investment in which such Individual Limited Partner has an interest prior to
becoming a Special Limited Partner, such Individual Limited Partner's Carried
Interest Share of such Fund Investment shall be vested and become
non-forfeitable in accordance with this Section 3.05(c). All Persons who become
Special Limited Partners as a result of termination of employment for any reason
other than those specified in Section 3.05(b) or 3.05(d) (a "Forfeiture Event")
will be vested with respect to 33 1/3% of their 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; will be vested with
respect to 66 2/3% of their Carried Interest Share attributable to such Fund
Investment on January 1 of the second year following the year such Fund
Investment was made; and will be fully vested with respect to their 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 an
Individual 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; and provided further that,
on and after January 1, 2003, an Individual Limited Partner who has held the
position of Principal or any higher executive office of the General Partner or
Greenhill continuously from June 1, 2000 through January 1, 2003


                                       14



will be fully vested with respect to 100% of his Carried Interest Share
attributable to all Fund Investments made prior to the date on which he becomes
a Special Limited Partner. Individual 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) With respect to any Individual Limited Partner who becomes a Special
Limited Partner and any Fund Investment in which such Individual Limited Partner
has an interest prior to becoming a Special Limited Partner, if such Individual
Limited Partner becomes a Special Limited Partner as a result of an Elimination
Event (a "Fully Reduced Partner"), such Individual Limited Partner's Carried
Interest Points with respect to such Fund Investment and any Proceeds with
respect to such Fund Investment that otherwise has been or could be allocated to
such Individual Limited Partner at any time after such Individual 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 Individual Limited Partner at any time, (i) the termination of
such Individual Limited Partner's employment with the General Partner or
Greenhill for Cause (or the termination of such Individual Limited Partner's
employment with the General Partner or Greenhill for any reason and, following
such termination, the General Partner or Greenhill determines that circumstances
existed during such Individual Limited Partner's employment with the General
Partner or Greenhill which would have entitled the General Partner or Greenhill
to terminate such Individual Limited Partner's employment with the General
Partner or Greenhill for Cause), (ii) the termination of such Individual Limited
Partner's employment due to resignation with less than 30 days' notice, (iii)
the termination of such Individual Limited Partner's employment with the General
Partner or Greenhill for any reason and, within 180 days of such termination (or
during the 180 days preceding such termination), such Individual Limited Partner
attempts or attempted to hire a person who is or was an employee of the General
Partner or Greenhill, (iv) the termination of such Individual Limited Partner's
employment with the General Partner or Greenhill for any reason and, within 180
days of such termination, the Individual Limited Partner solicits business of a
customer or client of the General Partner or Greenhill, or (v) the termination
of such Individual Limited Partner due to disclosure by such Individual Limited
Partner (or in the event of termination of employment by reason of death, by
such Special Limited Partner's estate or any


                                       15



designated beneficiary or heir or personal representative that became a Special
Limited Partner) of any Proprietary Information, without the consent of the
General Partner or Greenhill or otherwise in contravention of Section 2.08, to
any unauthorized Person or the use of Proprietary Information by such Individual
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 the Partnership's or Greenhill's business where such
disclosure or use may be adverse to the financial interests of the Partnership
or Greenhill or their respective Affiliates (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 an Individual Limited Partner, such Individual Limited
Partner shall cease to be a Partner of the Partnership and the Partnership shall
furnish to such Individual 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 Individual 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 Individual 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 for
purposes of clause (x) of Section 12.01(b)(ii), 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 or the
Individual Limited Partners is required pursuant to Article 2 or 12.01 or any
other provision of this Agreement shall be materially adversely affected by such
vote or approval in a way that is different from the effect of


                                       16



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 Assignment of Points to General Partner. The Carried Interest
Points assigned to the General Partner will be further assigned by it to its
members pursuant to provisions of the General Partner's Limited Liability
Company Agreement (the "LLC Agreement") substantially similar to those set forth
in this Article 3. For the avoidance of doubt, whenever this Agreement refers to
the assignment or allocation of Carried Interest Points to the Partners, the
General Partner is to be included in such determination. In the event of a
termination of employment of, or an Elimination Event relating to, a member of
the General Partner, then (i) the Carried Interest Points of such member that
are forfeited under the LLC Agreement will be reallocated among the other
members of the General Partner and the other Partners in accordance with the
principles set forth in this Article 3 as if the members had been Partners of
the Partnership and (ii) the General Partner will be deemed to be a Partially
Reduced Partner to the extent of such reduction in Carried Interest Points.

                                    ARTICLE 4
                                    EXPENSES

     SECTION 4.01 Definition of Expenses. "Partnership Expenses" means (i) all
expenses or obligations incurred by or on behalf of the Partnership that are
directly attributable to any Fund Investment including any Indemnification
Obligation with respect to a Fund Investment (an "Investment Expense") and (ii)
all General Expenses.

     "General Expenses" means any expenses incurred by the Partnership other
than Investment Expenses, Carry Expenses or Indemnification Obligations
including, without limitation: (a) all costs and expenses of organizing the
Partnership; and (b) all routine administrative expenses of the Partnership,
including salaries and employee benefit expenses of employees, consultants and
independent contractors of the Partnership, fees and expenses associated with
the maintenance of books and records of the Partnership, the employment or
retention by the Partnership with respect to routine matters of accountants,
attorneys and other professionals, and the preparation and dispatch to the
Limited Partners of checks, financial reports and notices required by this
Agreement.

     SECTION 4.02 Responsibility for Partnership Expenses among the Partners.
The Partners agree that, as among themselves, Partnership Expenses shall be
borne by the Partners as follows:


                                       17



               (a) any Investment Expense shall be borne only by those Partners
          who are Carry Participating Partners with respect to such Fund
          Investment, pro rata in proportion to their respective Carried
          Interest Share in such Fund Investment at such time; and

               (b) any General Expense or Indemnification Obligation not
          directly attributable to any Fund Investment shall be borne by all
          Partners, pro rata in proportion to their respective Capital Account
          balances at such time;

provided that, if the General Partner determines in its discretion that any
Partnership Expense is an Indemnification Obligation directly attributable to
the acts or conduct of one or more Partners, but not directly attributable to
all Partners as a group, the General Partner may determine that all or a portion
of such Partnership Expense shall be borne by only those Partners to whom such
Partnership Expense is directly attributable, pro rata in proportion to the
respective Carried Interest Share of those Partners who are required to bear
such Partnership Expense pursuant to this proviso.

                                    ARTICLE 5
                  CAPITAL CONTRIBUTIONS; CLAWBACK OBLIGATIONS

     SECTION 5.01 Capital Contributions. The Partners listed in Schedule III
(the "Contributing Partners") shall be obligated to make contributions to the
Partnership ("Capital Contributions") in an aggregate amount not to exceed their
respective Capital Commitments. Except as provided in Section 5.03 or as
required by the Delaware Act, the Partners shall have no obligation to make any
other contributions to the capital of the Partnership, whether to fund Fund
Investments, to fund Partnership Expenses or for any other reason.

     SECTION 5.02 Payment of Capital Contributions. All Capital Contributions
shall be paid to the Partnership in immediately available funds in United States
dollars by 11:00 A.M. (New York City time) on the date and to the account
specified by the General Partner. Capital Contributions may include amounts that
the General Partner determines in its discretion are necessary or desirable to
establish reserves in respect of Partnership Expenses or the Partnership's
obligation to make its capital contribution to the Funds.


                                       18



                                    ARTICLE 6

                  CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

     SECTION 6.01 Principles of Distributions Attributable to Invested Capital.
Except as otherwise provided in this Agreement, all Proceeds received by the
Partnership, including Proceeds in respect of the Partnership's capital
contributions as general partner of the Funds, but excluding Proceeds referred
to in Section 6.02, shall be distributed as follows: Proceeds that are cash or
readily-marketable securities received from the Funds shall be distributed or
paid promptly after the receipt thereof, and in the case of other types of
Proceeds at such time as the General Partner shall determine in its discretion.
With respect to any Proceeds referred to in this paragraph, the General Partner
shall, at the time of distribution, determine each Contributing Partner's
Investment Percentage of such Proceeds and make distributions of such amounts to
the Contributing Partners.

     SECTION 6.02 Principles of Distributions Attributable to Carried Interest.
(a) Except as otherwise provided in this Agreement, Proceeds from any Fund
Investment representing Carried Interest from any Fund Investment shall be
distributed at such time as the General Partner shall determine in its
discretion. With respect to the distribution of any Proceeds representing any
Carried Interest Share ("Carried Interest distributions"), at least 40% of a
Carry Participating Partner's (other than a Partially Reduced Partner's)
Participation Percentage of such Proceeds shall be distributed to such Carry
Participating Partner and up to 60% of such Carry Participating Partner's
Participation Percentage of such Proceeds shall be retained by the Partnership
in a segregated account (the "Segregated Account") established for such Carry
Participating Partner pursuant to Section 6.07, in each case as the General
Partner determines in its discretion.

     (b) If, at the time of distribution of any Proceeds representing the
Carried Interest Share, a Carry Participating Partner is a Partially Reduced
Partner as a result of a Forfeiture Event, the General Partner shall determine
the aggregate amount of Proceeds previously distributed to such Carry
Participating Partner with respect to all Fund Investments in which such Carry
Participating Partner participates, and such Carry Participating Partner's
Participation Percentage (determined without giving effect to such Forfeiture
Event) of such Proceeds shall be applied in the following manner (in lieu of
Section 6.02(a)):

               (x) the portion of such Proceeds attributable to at least 40% of
          such Partially Reduced Partner's Carry Vested Percentage of its
          Carried Interest Share shall be distributed to such Partially Reduced
          Partner and the portion of such Proceeds attributable to up to 60% of
          such Partially Reduced Partner's Carry Vested Percentage of its
          Carried Interest Share shall be retained by the Partnership in such
          Partially Reduced Partner's Segregated Account, and


                                       19



               (y) the portion of such Proceeds attributable to such Partially
          Reduced Partner's Carry Forfeited Percentage of such Carried Interest
          Share shall be allocated to the other Partners who are entitled to
          such forfeited portion of the Carried Interest Share (each, a
          "Forfeited Interest Partner"), pro rata in proportion to their
          respective increases or newly allocated Carried Interest Shares.

     SECTION 6.03 Other Provisions Relating to Distributions. All cash
distributions shall be made in immediately available funds in U.S. Dollars,
except to the extent that distributions in U.S. dollars would be illegal under
applicable law, in which case, to such extent, distributions shall be made in
the currency in which cash is received by the Partnership.

     (b) Any securities or other property constituting all or any portion of a
Fund Investment may be distributed in kind at such time and in such amounts as
the General Partner shall, in its discretion, determine. In the event of any
such distribution in kind, the General Partner shall, depending on whether such
distribution constitutes a distribution of Proceeds constituting the Carried
Interest Share, (i) distribute to the applicable Contributing Partners or Carry
Interest Partner securities or other property of the same type, and (ii) if cash
and securities or other property in kind are to be distributed simultaneously,
distribute cash and securities or such property in kind to each such
Contributing Partner or Carry Interest Partner in the same proportions to such
Contributing Partners or Carry Interest Partners; provided that the General
Partner, in its discretion, may allow each such Contributing Partner or Carry
Interest Partner to elect whether to receive a distribution in kind or in cash.
The General Partner shall determine, in its discretion, the fair value of the
securities or other property to be distributed in kind on a date as near as
reasonably practicable to the date of such distribution, and, in the case of
securities denominated in a currency other than U.S. Dollars, shall determine
the U.S. Dollar equivalent of such fair value based on the applicable exchange
rate in effect on the valuation date.

     (c) In connection with any distribution of cash, securities or other
property received by the Partnership, the General Partner may, in its
discretion, set off against, or withhold from, the amount distributable to any
Limited Partner with respect to such Fund Investment the following amounts:

          (i) such Limited Partner's share of any Partnership Expense or any
     other amount due from such Limited Partner to the Partnership; and

          (ii) any amounts required to pay, or to reimburse (on a net after-tax
     basis) any Indemnified Person for the payment of, any taxes and related
     expenses that the General Partner in good faith determines to be properly
     attributable to such Limited Partner (including, without limitation,
     withholding taxes and interest, penalties and expenses incurred in respect
     thereof).


                                       20



Any amounts so set off or withheld pursuant to this Section 6.03 shall be
treated for all purposes of this Agreement as if actually distributed to such
Limited Partner and shall be applied by the General Partner to discharge the
obligation in respect of which such amounts were withheld.

     (d) The General Partner shall have the right, in its discretion, to
withhold amounts otherwise distributable by the Partnership to a Limited Partner
in order to make such provision as the General Partner, in its discretion, deems
necessary or advisable for the payment of such Limited Partner's share of any
future Partnership Expense if the nature and amount of such Partnership Expense
is known or reasonably anticipated at the time of distribution.

     (e) The Partnership shall distribute all amounts received by it in respect
of the Pre-Closing Investments (as defined in the Fund Partnership Agreements)
pursuant to Section 1.07(e) of the Fund Partnership Agreements to the Limited
Partners who made a Capital Contribution in respect of such Pre-Closing
Investments (the "Initial Contributing Partners") until each Initial
Contributing Partner shall have received an amount equal to such Capital
Contribution plus a notional interest charge in respect of such Capital
Contribution equal to 6% per annum calculated from the date such Capital
Contribution was made, net of any payments received by such Initial Contributing
Partner on or prior to the date of such distribution in respect of such
Pre-Closing Investments. In addition, each Initial Contributing Partner shall
receive a portion of the amount contributed by each other Partner on the date
hereof. The distribution to each Initial Contributing Partner shall be treated
as a return of capital and shall be in an amount such that, after giving effect
to such distribution, each Partner shall have made Capital Contributions for the
Pre-Closing Investments on a pro rata basis (based on the Capital Commitment of
each Partner) as of the Contribution Date (as defined in the Fund Partnership
Agreements). Any distributions to be made to an Initial Contributing Partner
pursuant to the foregoing who is no longer a Limited Partner but is currently a
member of the General Partner shall be made to the General Partner for
distribution to such members.

     (f) Notwithstanding anything in this Agreement to the contrary, the
Partnership shall not make any distributions pursuant to this Agreement except
to the extent permitted by the Delaware Act.

     SECTION 6.04 Capital Accounts; Adjustments to Capital Accounts. There shall
be established for each Partner, on the books and records of the Partnership, a
capital account (a "Capital Account"). Each Partner's Capital Account shall
initially be zero and shall be adjusted as set forth in this Section 6.04.


                                       21



     (b) The Capital Account of each Partner shall be adjusted as follows:

          (i) Cash Contributions. The amount of cash contributed to the
     Partnership by such Partner shall be credited to the Capital Account of
     such Partner.

          (ii) Distributions. The amount of cash (or the value of other property
     distributed in kind as determined in accordance with Section 6.03)
     distributed by the Partnership to any Partner shall be debited against the
     Capital Account of such Partner.

          (iii) Income, Profit or Gain. The amount of any allocation of income,
     profit or gain made by the Partnership to any Partner shall be credited to
     the Capital Account of such Partner.

          (iv) Expense, Deduction or Loss. The amount of any allocation of
     expense, deduction or loss made by the Partnership to any Partner shall be
     debited against the Capital Account of such Partner.

     (c) The Partnership's items of income, gain, loss, deduction and expense
shall be allocated to the Capital Accounts as follows:

          (i) Allocation of Partnership Expenses. The amount of any Partnership
     Expense shall be allocated among the Partners in accordance with Section
     4.02.

          (ii) Allocation of Interest Income and Expense. The amount of any
     interest earned on any Partner's Capital Contribution or on any Partner's
     Segregated Account shall be allocated to the Capital Account of such
     Partner.

          (iii) Allocation of a Carry Participating Partner's Carry Income,
     Gains and Losses. All income and gains representing the Carried Interest
     shall be allocated among the Carry Participating Partners in a manner
     consistent with the corresponding distributions made or to be made pursuant
     to Section 6.02. All losses with respect to a Carried Interest Annual Pool
     shall be allocated among the Carry Participating Partners in a manner
     consistent with Section 6.07(c).

          (iv) Residual Allocations. The Partnership's remaining net income or
     net loss (after giving effect to clauses (i) through (v) of this Section
     6.04(c)) for any fiscal period and each item of income, gain, loss,
     deduction or expense shall be allocated among the Partners in a manner
     consistent with the corresponding distributions made or to be made pursuant
     to Sections 6.01, 6.02 and 9.04.

     SECTION 6.05 Tax Allocations. For federal, state and local income tax
purposes, each item of income, gain, loss, deduction and credit of the
Partnership shall be


                                       22



allocated among the Partners as nearly as possible in the same manner as the
corresponding item of income, expense, gain or loss is allocated pursuant to the
other provisions of this Article 6. It is intended that the Capital Accounts
will be maintained at all times in accordance with Section 704 of the Code and
applicable Treasury regulations thereunder, and that the provisions hereof
relating to the Capital Accounts be interpreted in a manner consistent
therewith. The General Partner shall be authorized by this Section 6.05 to make
appropriate adjustments to the allocations of items pursuant to this Article 6
if necessary in order to comply with Section 704 of the Code or applicable
Treasury regulations thereunder; provided that no such change shall have an
adverse effect upon the amount distributable to any Partner hereunder.

     (b) Notwithstanding anything else contained in this Article 6, if any
Partner has a deficit Capital Account for any fiscal period as a result of any
adjustment, allocation or distribution of the type described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4)-(6), then the Partnership's income
and gain will be specially allocated to such Partner in accordance with Treasury
Regulations Section 1.704-1(b)(2)(ii)(d).

     SECTION 6.06 Foreign Currency Considerations. At the time any cash is
received in a currency other than U.S. Dollars for payment (as distributions or
otherwise) to Partners:

          (i) if such cash is to be paid (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 exchange rate determined by the General Partner,
     as soon as practicable after such cash is received; and

          (ii) if, pursuant to Section 6.03(a), such cash is to be paid 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 this
     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 6.03(b) for purposes of this Article 6.

     SECTION 6.07 Segregated Accounts; Netting of Carried Interest Shares;
Distributions from Segregated Accounts. (a) There shall be established, for each
Carry Participating Partner, a Segregated Account, which shall consist of one
gain sub-account (a "Gain Account") and one loss sub-account (a "Loss Account").
At any time, (i) the balance in any Carry Participating Partner's Gain Account
shall be such Carry Participating Partner's "Gain Amount" and (ii) the balance
in any Carry Participating Partner's Loss Account shall be such Carry
Participating Partner's "Loss Amount". Each Carry Participating Partner shall be
entitled to receive, with respect to funds held in such Carry Participating
Partner's Segregated Account, income from the temporary


                                       23



investment of such funds for the period such funds are held by the Partnership
until such time such funds are distributed pursuant to this Section 6.07.

     (b) The Gain Account of each Carry Participating Partner for any Carried
Interest Annual Pool shall initially be zero and thereafter be adjusted as
follows:

          (i) increased by an amount equal to the amount distributed to such
     Carry Participating Partner but retained by the Partnership in the
     Segregated Account of such Carry Participating Partner pursuant to Sections
     6.02(a) and 6.02(b); and

          (ii) decreased by any amount distributed in accordance with Section
     6.07(e).

     (c) The Loss Account of each Carry Participating Partner for any Carried
Interest Annual Pool shall initially be zero and thereafter be adjusted as
follows:

          (i) increased by an amount equal to 100% of such Carry Participating
     Partner's Participation Percentage of the Notional Loss Amount (as
     determined by the General Partner pursuant to Section 6.07(d) from any Fund
     Investment); and

          (ii) decreased by any amount distributed in accordance with Section
     6.07(e).

     (d) Upon the determination of the General Partner to write down or write
off the value of any Fund Investment or the realization of any Fund Investment
at a loss, the General Partner shall determine, for each Carry Participating
Partner, a "Notional Loss Amount" related to such Fund Investment, using the
methodology applicable to the determination of Carried Interest set forth in the
applicable Fund Partnership Agreement and the Participation Percentage of such
Carry Participating Partner.

     (e) At the time of each subsequent disposition of Fund Investment that
would have resulted in a Carried Interest if determined without regard to any
other Fund Investment, the General Partner shall determine, for each Carry
Participating Partner, (i) the Gain Amount in such Carry Participating Partner's
Gain Account and (ii) the Loss Amount in such Carry Participating Partner's Loss
Account. Upon such determination, an amount equal to the Loss Amount for each
Carry Participating Partner shall be distributed to the Carry Participating
Partners in such subsequent Fund Investment to the extent necessary to permit
such Carry Participating Partners to receive the Carried Interest distributions
that would have been distributed to them in the absence of any Notional Loss
Amount; provided that such distribution will not exceed the Gain Amount for such
Carry Participating Partner at such time.

     (f) Any amounts remaining in any Carry Participating Partner's Segregated
Account, after giving effect to this Section 6.07 and Section 5.03, shall be
paid to such


                                       24



Carry Participating Partner after the complete liquidation of all Fund
Investments in all Carried Interest Annual Pools in which such Carry
Participating Partner is a participant.

     (g) Amounts retained in any Segregated Account with respect to any Carry
Participating Partner shall not be distributed from such Segregated Account,
except as otherwise provided in this Section 6.07. Notwithstanding the
foregoing, the General Partner may cause amounts held in the Segregated Account
of any Carry Participating Partner to be distributed to such Carry Participating
Partner if the General Partner determines, in its discretion, that such amounts
are not required in order for such Carry Participating Partner to meet such
Carry Participating Partner's payment obligations under this Section 6.07.

     SECTION 6.08 Loans and Withdrawal of Amounts Allocated to Capital Accounts.
Except as permitted by the General Partner, no Individual Limited Partner shall
be permitted to borrow, or to make an early withdrawal of, any portion of the
amounts allocated to his or her Capital Account.

     SECTION 6.09 Repayment of Certain Distributions. In the event that any
amount distributed to an Individual Limited Partner hereunder is later
determined by the General Partner to be in excess of the amount such Individual
Limited Partner was entitled to under this Agreement, such Individual Limited
Partner shall return such amount to the Partnership.

                                    ARTICLE 7
                     REPORTS TO INDIVIDUAL LIMITED PARTNERS

     SECTION 7.01 Reports. (a) The General Partner shall provide to each
Individual Limited Partner reports and financial information on the
Partnership's affairs and on such Individual Limited Partner's Allocation
Schedule and Capital Account in such form and at such times as the General
Partner shall determine in its discretion. The General Partner shall also
provide to each Individual Limited Partner (other than any Special Limited
Partner), upon request, a copy of each report and financial statement provided
to any Investor pursuant to any Partnership Agreement.

     (b) After the end of each fiscal year, the General Partner shall cause the
independent certified public accountants of the Partnership to prepare and
transmit, within 30 days after the tax returns for all Funds have been
completed, or as soon thereafter as is practicable, a federal income tax form
K-1 for each Partner, a copy of the Partnership's return filed for federal
income tax purposes and a report setting forth in sufficient detail such
transactions effected by the Partnership during such fiscal year as shall enable
each Partner to prepare its United States federal and state income tax returns,
if any. The General Partner shall provide such materials to (i) each Limited
Partner and


                                       25



(ii) each former Limited Partner (or its successors, assigns, heirs or personal
representatives) who may require such information in preparing its United States
federal and state income tax returns.

                                    ARTICLE 8
                        EXCULPATION AND INDEMNIFICATION

     SECTION 8.01 Exculpation and Indemnification. (a) No Indemnified Person
shall be liable to the Partnership or to the Partners for any losses, claims,
damages or liabilities arising from, related to, or in connection with this
Agreement, the Partnership's business or affairs, the Fund Partnership
Agreements or the Funds' business or affairs (including any act or omission by
any Indemnified Person and any activity of the type or character disclosed or
contemplated in Section 2.04 or 2.05 hereof or in any Partnership Agreement
(such disclosure being incorporated herein by reference) and no such activity
will in and of itself constitute a breach of any duty owed by any Indemnified
Person to any Partner or the Partnership), except for any losses, claims,
damages or liabilities resulting from such Indemnified Person's gross negligence
or willful misconduct.

     (b) The Partnership shall, to the fullest extent permitted by applicable
law, indemnify and hold harmless each Indemnified Person against any losses,
claims, damages or liabilities, arising out of, related to or in connection with
this Agreement, the Partnership's business or affairs, the Fund Partnership
Agreements or the Funds' business or affairs, except for (i) any such losses,
claims, damages or liabilities resulting from such Indemnified Person's gross
negligence or willful misconduct, and (ii) any losses allocated to any Partner's
Capital Account. The Partnership will periodically reimburse each Indemnified
Person for all expenses (including fees and expenses of counsel) as such
expenses are incurred in connection with investigating, preparing, pursuing or
defending any Proceeding related to, arising out of or in connection with this
Agreement, the Partnership's business or affairs, the Fund Partnership
Agreements or the Funds' business or affairs; provided that such Indemnified
Person shall promptly repay to the Partnership the amount of any such reimbursed
expenses paid to it if it shall be judicially determined by judgment or order
not subject to further appeal or discretionary review that such Indemnified
Person is not entitled to be indemnified by the Partnership in connection with
such matter as provided in the exceptions contained in the immediately preceding
sentence. If for any reason (other than the exceptions contained in the first
sentence of this Section 8.01(b)) the foregoing indemnification is unavailable
to any Indemnified Person, or insufficient to hold it harmless, then the
Partnership shall contribute to the amount paid or payable by such Indemnified
Person as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative benefits received by the Partnership,
on the one hand, and such Indemnified Person, on the other hand, or, if such
allocation is not permitted by applicable law, to reflect not only the relative
benefits referred to above but also any other relevant equitable considerations.


                                       26



Any indemnity, contribution or reimbursement obligation of the Partnership under
this Section 8.01(b) is referred to as an "Indemnification Obligation."

     (c) Each Limited Partner covenants for itself and its successors, assigns,
heirs and personal representatives that such Person will, at any time prior to
or after dissolution of the Partnership, whether before or after such Person's
withdrawal from the Partnership, pay to the Partnership on demand any amount
which the Partnership properly pays in respect of taxes (including withholding
taxes) imposed upon income of, or distributions in respect of Fund Investments
made to, such Limited Partner.

     (d) In the event that any Individual Limited Partner initiates any
Proceeding against the Partnership, the General Partner, any member of the
General Partner, Greenhill or any Affiliate of Greenhill and a judgment or order
not subject to further appeal or discretionary review is rendered in respect of
such Proceeding for the Partnership, the General Partner, any member of the
General Partner, Greenhill or any Affiliate of Greenhill, as the case may be,
such Individual Limited Partner shall be solely liable for all costs and
expenses of the Partnership, the General Partner, any member of the General
Partner, Greenhill or such Affiliate of Greenhill, as the case may be,
attributable thereto and shall pay such amounts in cash to the Persons incurring
such costs and expenses within 90 days after the entry of such judgment or
order.

     (e) Notwithstanding anything else contained in this Agreement, the
exculpation provisions under 8.02(a) and the reimbursement, indemnity and
contribution obligations of the Partnership under Section 8.01(b) shall:

          (i) be in addition to any liability which the Partnership may
     otherwise have; and

          (ii) be binding upon and inure to the benefit of any successors,
     assigns, heirs and personal representatives of the Partnership and each
     Indemnified Person.

     (f) To the extent that, at law or in equity, any Partner has duties
(including fiduciary duties) and liabilities relating thereto to the Partnership
or to any other Partner, the Partner acting in connection with the Partnership's
affairs shall not be liable to the Partnership or to any other Partner for its
good faith reliance on the provisions of this Agreement. To the fullest extent
permitted by applicable law, the provisions of this Agreement, to the extent
that they restrict the duties and liabilities or rights and powers of the
Partners otherwise existing at law or in equity, are agreed by the Partners to
replace such other duties, liabilities, rights and powers of the Partners.

     (g) The foregoing provisions of this Section 8.01 shall survive for a
period of four years from the date of dissolution of the Partnership; provided
that if at the end of such period, there are any Proceedings then pending or any
other liability (whether contingent or otherwise) or claim then outstanding, any
Individual Limited Partner shall


                                       27



so notify the General Partner or Greenhill at such time (which notice shall
include a brief description of each such Proceeding (and of the liabilities
asserted in such Proceeding) and of such liabilities and claims) and the
foregoing provisions of this Section 8.01 shall survive with respect to each
such Proceeding, liability and claim set forth in such notice (or any related
Proceeding, liability or claim based upon the same or a similar claim) until
such date that such Proceeding, liability or claim is ultimately resolved.

                                    ARTICLE 9
                   DURATION AND DISSOLUTION OF THE PARTNERSHIP

     SECTION 9.01. Duration. The term of the Partnership shall continue for so
long as any of the Funds continue in existence, unless the Partnership is sooner
dissolved pursuant to Section 9.02; provided that in order to permit an orderly
winding up of the affairs of the Partnership, subject to Section 9.02, the
General Partner may, in its discretion, extend the term of the Partnership for
up to three successive one-year terms following the expiration of such initial
term.

     SECTION 9.02. Dissolution. The death, retirement, resignation, expulsion,
bankruptcy or dissolution of a Limited Partner, or the occurrence of any other
event which terminates the continued membership of a Limited Partner in the
Partnership, shall not, in and of itself, cause the Partnership to be dissolved
and its affairs wound up. Upon the occurrence of any such event, the business of
the Partnership shall be continued without dissolution. Subject to the Delaware
Act, the Partnership shall be dissolved and its affairs shall be wound up upon
the earliest of:

     (a) the expiration of the term of the Partnership provided in Section 9.01;

     (b) in the discretion of the General Partner, upon the dissolution and
distribution of assets of all Funds;

     (c) a decision made by the General Partner, after consultation with
counsel, to dissolve the Partnership because it has determined in good faith
that (i) changes in any applicable law or regulation would have a material
adverse effect on the continuation of the Partnership or (ii) such action is
necessary or desirable as provided in Section 2.10;

     (d) the written consent of all Partners;

     (e) the entry of a decree of judicial dissolution under Section 17-802 of
the Delaware Act;

     (f) at any time that there are no limited partners of the Partnership,
unless the business of the Partnership is continued in accordance with the
Delaware Act; and


                                       28



     (g) any event that results in the General Partner ceasing to be a general
partner of the Partnership under the Delaware Act, provided that the Partnership
shall not be dissolved and required to be wound up in connection with any such
event if (A) at the time of the occurrence of such event there is at least one
remaining general partner of the Partnership who is hereby authorized to and
does carry on the business of the Partnership, or (B) within 90 days after the
occurrence of such event, the Majority Individual Limited Partners agree in
writing or vote to continue the business of the Partnership and to the
appointment, effective as of the date of such event, if required, of one or more
additional general partners of the Partnership.

     SECTION 9.03. Liquidation of Partnership. Upon dissolution, the
Partnership's business shall be liquidated in an orderly manner. Except as
provided in the immediately succeeding sentence, the General Partner shall be
the liquidator to wind up the affairs of the Partnership pursuant to this
Agreement. If the General Partner is not available to serve as liquidator or if
the Partnership shall be dissolved upon dissolution of any of the Funds in
accordance with the terms of the applicable Partnership Agreement, the
Individual Limited Partners may by approval of the Majority Individual Limited
Partners appoint one or more liquidators to act as the liquidator in carrying
out such liquidation. In performing its duties, subject to the Delaware Act, the
liquidator is authorized to sell, distribute, exchange or otherwise dispose of
the assets of the Partnership in any reasonable manner that the liquidator shall
determine to be in the best interest of the Partners.

     SECTION 9.04. Distribution upon Dissolution of the Partnership. (a) Upon
dissolution of the Partnership, the liquidator winding up the affairs of the
Partnership shall determine in its discretion which assets of the Partnership
shall be sold and which assets of the Partnership shall be retained for
distribution in kind to the Partners. Subject to the Delaware Act, after all
liabilities (contingent or otherwise) of the Partnership have been satisfied or
duly provided for (as determined by the liquidator in its discretion), the
remaining assets of the Partnership shall be distributed to the Partners in
proportion to their respective positive Capital Accounts up to the amounts
thereof, and thereafter in the manner in which additional amounts would have
been distributed pursuant to Article 6.

     (b) In the discretion of the liquidator, and subject to the Delaware Act,
all or a portion of the assets of the Partnership may be:

          (i) distributed to a trust established for the benefit of the Partners
     for purposes of liquidating Partnership assets, collecting amounts owed to
     the Partnership, and satisfying any liabilities or obligations of the
     Partnership arising out of, or in connection with, this Agreement or the
     Partnership's affairs; or

          (ii) withheld, with respect to any Partner, to provide a reserve
     reasonably required for Partnership Expenses; provided that such withheld
     amounts shall be


                                       29



     distributed to the Partners as soon as the liquidator determines, in its
     discretion, that it is no longer necessary to retain such amounts.

     The assets of any trust established in connection with clause (i) above
shall be distributed to the Partners from time to time, in the discretion of the
liquidator, in the same proportions as the amount distributed to such trust by
the Partnership would otherwise have been distributed to the Partners pursuant
to this Agreement.

     (c) Each Partner shall look solely to the assets of the Partnership for the
return of such Partner's aggregate invested capital in Fund Investments, and no
Partner shall have priority over any other Partner as to the return of such
invested capital.

     SECTION 9.05. Resignation of Individual Limited Partners. Except as
otherwise provided in Section 3.05 or in Article 10 or with the approval of the
General Partner, an Individual Limited Partner may not resign or withdraw from
the Partnership prior to its dissolution and winding up.

                                   ARTICLE 10
                 TRANSFERABILITY OF A LIMITED PARTNER'S INTEREST

     SECTION 10.01. Restrictions on Transfer of Limited Partner Interests. (a) A
Limited Partner may not, directly or indirectly, sell, exchange, transfer,
assign, pledge, hypothecate or otherwise dispose of all or any portion of its
limited partner interest (including any entitlement to any distributions
hereunder) in the Partnership (any such direct or indirect sale, exchange,
transfer, assignment, pledge, hypothecation or other disposition being herein
collectively called "Transfers") to any Person, except (i) pursuant to Section
2.10 or 3.05, (ii) by will or by the laws of descent and distribution, (iii) by
operation of law or (iv) to the Partnership.

     (b) Sections 10.02 and 10.03 shall not apply to any Transfer contemplated
by clauses (i), (ii) or (iii) of Section 10.01(a), other than a Transfer
pursuant to Section 2.10; provided that any transferee pursuant to a Transfer
contemplated by clause (ii) of Section 10.01(a) shall not be admitted as a
Partner unless such Person, as a condition to its admission as a Partner, shall
have executed and acknowledged such instruments (including a counterpart of this
Agreement), in form and substance satisfactory to the General Partner, as the
General Partner reasonably deems necessary or desirable to effectuate such
admission and to confirm the agreement of such Person to be bound by all the
terms and provisions of this Agreement with respect to the Partner's limited
partner interest in the Partnership acquired by such Person, whereupon such
Person shall become a Substituted Limited Partner and shall, for purposes of the
calculations under Sections 6.04 and 6.07, be bound by such calculations
previously made with respect to the transferring Partner pursuant to this
Agreement, and shall be otherwise treated with


                                       30



respect to such calculations as if such Person were a Partner from the inception
of the Partnership.

     (c) The termination of any Individual Limited Partner's employment with
Greenhill or any of its Affiliates shall not in and of itself result in or be
deemed to constitute a Transfer of all or any portion of such Individual Limited
Partner's limited partner interest in the Partnership.

     (d) Without limiting the generality of the foregoing restrictions, in no
event may a Limited Partner Transfer any portion of his limited partner interest
in the Partnership nor may a Substituted Limited Partner be admitted to the
Partnership if such Transfer or such admission would, in the judgment of the
General Partner, jeopardize the status of the Partnership as a partnership for
United States federal income tax purposes, cause a dissolution of the
Partnership under the Delaware Act, cause the Partnership's assets to be deemed
to be "plan assets" for purposes of ERISA, cause the Partnership to be deemed to
be an "investment company" for purposes of the Investment Company Act, cause the
Partnership to be in violation of the Advisers Act, or would violate, or cause
the Partnership to violate, any applicable law, regulation or order, including
any applicable federal or state securities laws.

     SECTION 10.02. Expenses of Transfer; Indemnification. All expenses,
including attorneys' fees and expenses, incurred by the Partnership in
connection with any Transfer shall be borne by the transferring Limited Partner
or such Limited Partner's transferee (any such transferee, when admitted and
shown as an Individual Limited Partner on the books and records of the
Partnership, being hereinafter called a "Substituted Limited Partner"). In
addition, the transferring Limited Partner or such transferee shall indemnify
the Partnership and the General Partner in a manner satisfactory to the General
Partner against any losses, claims, damages or liabilities to which the
Partnership or the General Partner may become subject arising out of, related to
or in connection with any false representation or warranty made by, or breach or
failure to comply with any covenant or agreement of, such transferring Partner
or such transferee.

     SECTION 10.03. Recognition of Transfer; Substituted Partners. (a) No
assignee or other recipient of all or any portion of an Individual Limited
Partner's limited partner interest in the Partnership may be admitted to the
Partnership as a Substituted Limited Partner without the prior approval of the
General Partner (which may, in the General Partner's discretion, be withheld).
If the General Partner approves the admission of any Person to the Partnership
as a Substituted Limited Partner, such Person, as a condition to its admission
as a Partner, shall execute and acknowledge such instruments (including a
counterpart of this Agreement), in form and substance satisfactory to the
General Partner, as the General Partner reasonably deems necessary or desirable
to effectuate such admission and to confirm the agreement of such Person to be
bound by all the terms and provisions of this Agreement with respect to the
limited partner interest in the Partnership acquired by such Person.


                                       31



     (b) The Partnership shall not (subject to Section 3.05) recognize for any
purpose any purported Transfer of all or any part of a Limited Partner's limited
partner interest in the Partnership and no assignee, transferee or other
recipient of all or any part of such interest shall become a Substituted Limited
Partner hereunder unless:

          (i) the provisions of this Article 10 shall have been complied with;

          (ii) the General Partner shall have been furnished with the documents
     effecting such Transfer, in form reasonably satisfactory to the General
     Partner, executed and acknowledged by both the assignor or transferor and
     assignee, transferee or other recipient;

          (iii) such assignee, transferee or other recipient shall have
     represented that such Transfer was made in accordance with all applicable
     laws and regulations;

          (iv) all necessary governmental consents shall have been obtained in
     respect of such Transfer;

          (v) the books and records of the Partnership shall have been changed
     (which change shall be made as promptly as practicable) to reflect the
     admission of such Substituted Limited Partner; and

          (vi) all necessary instruments reflecting such admission shall have
     been filed in each jurisdiction in which such filing is necessary in order
     to qualify the Partnership to conduct business.

     Upon the satisfaction of the conditions set forth in this Section 10.03,
any such assignee or other recipient shall become a Substituted Limited Partner.

     Any Person who succeeds to any Limited Partner's limited partner interest
in the Partnership and who becomes a Substituted Limited Partner shall, for
purposes of the calculations under Sections 6.04 and 6.07, be bound by such
calculations previously made with respect to the transferring Partner pursuant
to this Agreement, and shall be otherwise treated with respect to such
calculations as if such Person were the Partner from the inception of the
Partnership.

                                   ARTICLE 11
                  TRANSFERABILITY OF GENERAL PARTNER'S INTEREST

     SECTION 11.01. Transferability of General Partner's Interest. (a) Except as
otherwise provided herein, the General Partner may not Transfer to any Person
(other than to a successor-in-interest (by merger or otherwise) or assignee that
is an Affiliate of Greenhill, which Transfer may be made without the approval of
any other Partner)


                                       32



without the prior approval of a majority of the Limited Partners. If the General
Partner so determines in its discretion, and any such prior approval of the
Limited Partners (if required) so provides, the General Partner may admit any
Person to whom the General Partner proposes to make such a Transfer as an
additional general partner of the Partnership, and such transferee shall be
deemed admitted to the Partnership as a general partner of the Partnership
immediately prior to such Transfer and shall continue the business of the
Partnership without dissolution.

                                   ARTICLE 12
                                  MISCELLANEOUS

     SECTION 12.01. Entire Agreement; Amendments; Waivers; Termination. (a) This
Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter hereof.

     (b) Any provision of this Agreement (including Article 10) may be amended
or waived by a written agreement executed by the General Partner and without the
approval of any Individual Limited Partner; provided that,

          (i) the provisions of Article 8, Section 9.01 and this Section
     12.01(b) may not be amended or waived without the approval of the General
     Partner and each Individual Limited Partner (other than any Special Limited
     Partner referred to in the second sentence of Section 3.06(c) (to the
     extent provided in Section 3.06(c)));

          (ii) no amendment or waiver of the provisions of this Agreement may
     increase the liability of an Individual Limited Partner beyond the
     liability of such Individual Limited Partner expressly set forth in this
     Agreement or otherwise modify or affect the limited liability of such
     Individual Limited Partner or materially impair the value of any Carried
     Interest Point previously awarded to an Individual Limited Partner without
     the consent of the General Partner and the Individual Limited Partner
     affected thereby; provided, however, that for all purposes of this Section
     12.01, any amendment of this Agreement that is necessary to carry out or
     reflect the operation of Section 3.05 shall not require the consent or
     approval of any Individual Limited Partner; and

          (iii) no provision of this Agreement that relates to or affects
     Greenhill may be amended or waived without the approval of Greenhill.


                                       33



     (c) The General Partner shall give the affected Individual Limited Partners
written notice of any amendment of this Agreement effected pursuant to Section
12.01(b) within 30 days after the same becomes effective.

     SECTION 12.02. Mergers and Consolidations. The Partnership may merge or
consolidate with or into one or more Delaware limited partnerships or other
business entities (as defined in the Delaware Act) pursuant to, and in
accordance with, Section 17-211 of the Delaware Act upon the approval of the
General Partner and the Majority Individual Limited Partners; provided that in
connection with any such merger or consolidation, no amendment of any provision
of this Agreement may be effected without the approval required for an amendment
of such provision in accordance with Section 12.01. Notwithstanding anything
else contained in this Agreement, any agreement of merger or consolidation
approved in accordance with the preceding sentence may (x) effect any amendment
to this Agreement or (y) effect the adoption of a new limited partnership
agreement for the Partnership if it is the surviving or resulting entity in such
merger or consolidation.

     SECTION 12.03. Investment Representation. Each Limited Partner, by
executing this Agreement, represents and warrants that his limited partner
interest in the Partnership has been acquired by him for his own account for
investment and not with a view to resale or distribution thereof and that he is
fully aware that in agreeing to admit him as a Limited Partner, the General
Partner, Greenhill and the Partnership are relying upon the truth and accuracy
of this representation and warranty.

     SECTION 12.04. Successors; Counterparts. This Agreement (i) shall be
binding as to the executors, administrators, estates, heirs and legal successors
of the Limited Partners and (ii) may be executed in several counterparts with
the same effect as if the parties executing the several counterparts had all
executed one counterpart.

     SECTION 12.05. Governing Law; Severability. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware
as applied between residents of that state entering into contracts wholly to be
performed in that state. In particular, it shall be construed to the maximum
extent possible to comply with all of the terms and conditions of the Delaware
Act. If it shall be determined by court order not subject to appeal or
discretionary review that any provision or wording of this Agreement shall be
invalid or unenforceable under the Delaware Act or other applicable law, such
invalidity or unenforceability shall not invalidate the entire Agreement, in
which case this Agreement shall be construed so as to limit any term or
provision so as to make it enforceable or valid within the requirements of
applicable law, and, in the event such term or provision cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable
provisions.

     SECTION 12.06. Further Assurance. Each Individual Limited Partner, upon the
request of the General Partner, agrees to perform all further acts and to
execute,


                                       34



acknowledge and deliver any documents that may reasonably be necessary to carry
out the provisions of this Agreement.

     SECTION 12.07. Filings. The General Partner shall promptly prepare,
following the execution and delivery of this Agreement, any documents required
to be filed and recorded, or, which are in the General Partner's discretion,
appropriate for filing and recording, under the Delaware Act, and any member of
the General Partner, as an authorized person, shall promptly cause each such
document to be filed and recorded in accordance with the Delaware Act and, to
the extent required by local law, to be filed and recorded or notice thereof to
be published in the appropriate place in each State in which the Partnership may
hereafter establish a place of business. The General Partner shall also promptly
cause to be filed, recorded and published such statements of fictitious business
name and other notices, certificates, statements or other instruments required
by any provision of any applicable law of the United States or any State or
other jurisdiction which governs the conduct of its business from time to time.

     SECTION 12.08. Power of Attorney. (a) Each Individual Limited Partner does
hereby constitute and appoint the General Partner and each member thereof, with
full power of substitution, as his true and lawful representative and
attorney-in-fact, in his name, place and stead to make, execute, sign, deliver
and file the (i) Certificate of Limited Partnership and any amendment thereof
required because of an amendment to this Agreement or in order to effectuate any
change in the membership of the Partnership, (ii) any amendments to this
Agreement in accordance with Section 12.01, (iii) all such other instruments,
documents and certificates which may from time to time be required by the laws
of the United States of America, the State of Delaware or any other State, or
any political subdivision or agency thereof, or any foreign country, to
effectuate, implement and continue the valid and subsisting existence of the
Partnership or to dissolve the Partnership and (iv) any document, certificate,
instrument or agreement necessary or desirable to effectuate the transfer of all
or any part of a Limited Partner's limited partner interest in the Partnership
in accordance with the provisions of Articles 3 or 10.

     Such representatives and attorneys-in-fact shall not have any right, power
or authority to amend or modify this Agreement except in accordance with the
terms of this Agreement when acting in such capacities.

     (d) The power of attorney granted pursuant to this Section 12.08 is coupled
with an interest and shall survive and not be affected by the subsequent death,
incapacity, disability, dissolution, termination or bankruptcy of the Individual
Limited Partner granting such power of attorney or the transfer of all or any
portion of such Individual Limited Partner's limited partnership interest in the
Partnership, and extend to such Individual Limited Partner's successors, assigns
and legal representatives.

     SECTION 12.09. No Bill for Partnership Accounting. Subject to mandatory
provisions of law applicable to an Individual Limited Partner and to
circumstances


                                       35



involving a breach of this Agreement, each of the Limited Partners covenants
that it will not (except with the consent of the General Partner) file a bill
for a Partnership accounting.

     SECTION 12.10. Goodwill. No value shall be placed on the name or goodwill
of the Partnership.

     SECTION 12.11. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including telex, facsimile or similar
writing) and shall be given to such party at its address or telex or facsimile
number set forth in a schedule filed with the records of the Partnership or such
other address or telex or facsimile number as such party may hereafter specify
for the purpose by notice in like manner to the General Partner. Each such
notice, request or other communication shall be effective (a) if given by telex
or facsimile, when such telex or facsimile is transmitted to the telex or
facsimile number specified pursuant to this Section 12.11 and the appropriate
answerback or confirmation is received, (b) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (c) if given by any other means, when delivered at the
address specified pursuant to this Section 12.11.

     SECTION 12.12. Arbitration. In the event that any dispute arises between an
Individual Limited Partner, on the one hand, and Greenhill, the Partnership, the
General Partner or any member thereof, on the other hand, relating to or in
connection with this Agreement, the Partnership and its business or affairs, the
Fund Partnership Agreements or the Funds' business or affairs, such Limited
Partner shall attempt to resolve such dispute by discussion and negotiation
within thirty days after the date one such party (the "Initiating Party")
initially raises such dispute. Any and all disputed issues that are not resolved
in writing by the parties during such thirty (30) day period shall be finally
settled by binding arbitration to be held in Wilmington, Delaware or New York
City, New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, as from time to time amended and in effect.
The parties to this Agreement hereby waive (and agree to cause their respective
Affiliates to waive) any right to refer such dispute or controversy to any other
forum or tribunal. The arbitration panel shall be composed of three arbitrators,
appointed pursuant to the following procedure. The Initiating Party shall notify
the other party (the "Responding Party") of the substance of its claim and the
name and address of the arbitrator chosen by the Initiating Party. Within thirty
days of receipt of such notification, the Responding Party shall notify the
Initiating Party of its answer to the claim made, any counterclaim which it
wishes to assert in the arbitration, and the name and address of the arbitrator
chosen by the Responding Party. If this is not done by the Responding Party
within thirty (30) days, appointment of the second arbitrator shall be made by
the American Arbitration Association upon request of the Initiating Party. The
arbitrators shall choose a third arbitrator, who shall serve as president of the
panel thus composed. If the arbitrators fail to agree upon the choice of a third
arbitrator within thirty (30) days from the appointment of the second
arbitrator, the


                                       36



third arbitrator will be appointed by the American Arbitration
Association upon the request of the arbitrators or either of the parties. In all
cases the arbitrators must be persons who are knowledgeable about and have
recognized ability and experience in dealing with the subject matter of the
dispute. The arbitrators will decide the dispute by majority decision and in
accordance with Delaware law. The decision shall be rendered in writing and
shall bear the signatures of at least two arbitrators. It also shall identify
the members of the arbitration panel, and the time and place of the award
granted. Finally, it will determine the expenses of the arbitration and the
party who shall be charged therewith or the allocation of the expenses between
the parties in the discretion of the panel. The arbitration decision shall be
rendered as soon as possible, but in any event not later than six months after
the constitution of the arbitration panel. The arbitration decision shall be
final and binding upon both parties. Judgment upon any award rendered by the
arbitration panel may be entered in any court having jurisdiction thereof or
having jurisdiction over the party against whom enforcement is sought or having
jurisdiction over any of such party's assets. To the maximum extent permitted by
law, the parties to this Agreement hereby waive (and agree to cause their
respective Affiliates to waive) any right of appeal from any judgment rendered
upon an award, particularly including (but not limited to) appeals with respect
to any question of law.

     SECTION 12.13. Withholding. The General Partner shall have the right to
deduct and withhold from any distributions or other assets any federal, state or
local taxes that it determines in good faith to be required by law to be
withheld with respect to income allocable to any Limited Partner.

     SECTION 12.14. Headings. Section and other headings contained in this
Agreement are for reference only and are not intended to describe, interpret,
define or limit the scope or intent of this Agreement or any provision hereof.

                                   ARTICLE 13
                              CLAWBACK OBLIGATIONS

     SECTION 13.01. General Partner Clawback. The Partners acknowledge and agree
that the Partnership may be obligated to make payments to the Funds under
Section 10.04(b) of the Fund Partnership Agreements (the "Clawback Obligation").
The Partnership shall satisfy the Clawback Obligation,

          (i) first by payment from each Partner's Segregated Account based on
     each Partner's Pro Rata Share of the Clawback Obligation; and

          (ii) then, each Partner will be required to make a payment pursuant to
     Section 13.02 in an amount equal to such Partner's Pro Rata Share of the
     Clawback Obligation less amounts paid pursuant to clause (i) above.


                                       37



     "Pro Rata Share" shall be determined (i) first, based on the amount of each
Partner's Loss Amount (or portion thereof attributable to a member of the
General Partner) for all Clawback Obligation payments up to an amount equal to
the aggregate Loss Amounts and (ii) with respect to any excess, then based on
the aggregate Carried Interest distributions theretofore received by each
Partner (or member of the General Partner) including amounts held in the
Segregated Accounts after giving effect to clause (i) above.

     SECTION 13.02. Guaranty. (a) Each Partner and each member of the General
Partner (each, together with any Person who may hereafter agree to become a
guarantor under this Agreement by signing a written instrument expressly
agreeing to be so bound, each a "Guarantor," and collectively, the "Guarantors")
hereby unconditionally and irrevocably guarantees severally (and not jointly)
the full payment in cash, when due, of such Guarantor's Pro Rata Share of the
Clawback Obligation, and if for any reason the Partnership (the "Obligor") shall
fail fully and punctually to pay the Clawback Obligation, each of the Guarantors
shall pay its Pro Rata Share of such Clawback Obligation; provided that (i) the
payment obligation of each Guarantor shall be reduced by any amounts applied
from such Guarantor's Segregated Account and (ii) the amount payable by each
Guarantor shall not exceed the aggregate Carried Interest distributions received
by such Guarantor directly or indirectly from the Partnership (or held in such
Guarantor's Segregated Account) less the deemed income tax liability (calculated
based on the Tax Percentage) on income allocated with respect to such Carried
Interest distributions. This Agreement is an absolute, unconditional, continuing
guarantee of payment and not of collection, and is in no way conditioned or
contingent upon any attempt to collect from the Obligor, enforce performance by
the Obligor or on any other condition or contingency.

     (b) Each guaranty pursuant to paragraph (a) above is expressly for the
benefit of the Funds and the limited partners of the Funds (the "Fund Limited
Partners") and shall not be impaired, discharged or terminated by any other act
or omission that may, in accordance with applicable law, affect the
enforceability of a guaranty, and shall not be affected by the bankruptcy,
insolvency or inability to pay of the Obligor, a Guarantor or of any other
party.

     (c) Promptly following the determination that a contribution is required to
be made by the Obligor pursuant to Section 10.04(b) of the Fund Partnership
Agreement, the Obligor shall notify the Guarantors of each Guarantor's Pro Rata
Share of the amount of the Clawback Obligation, after application of the amounts
in the Segregated Accounts, which shall be payable to the Partnership or as
otherwise designated in such notice. When the Clawback Obligation becomes due
and payable and the Obligor fails to fully and punctually pay and perform its
Clawback Obligation, the Funds or any of the Fund Limited Partners may make
demand upon a Guarantor for the payment of such Guarantor's obligations
hereunder.


                                       38



     (d) To the fullest extent permitted by law, the Guarantor irrevocably
waives acceptance hereof, presentment, demand, protest, benefit of order, notice
of dishonor and any notice not provided for herein, as well as any requirement
that at any time any action be taken by any Person against the Obligor or any
other Person.

     (e) The obligations of each Guarantor under this Agreement shall be
unconditional and primary (as though such Guarantor were the maker of its Pro
Rata Share of the Clawback Obligation), irrespective of the validity or
enforceability of the Clawback Obligation, and shall not be affected by any
action taken under the Clawback Obligation in the exercise of any right or
remedy therein conferred, or by any failure or omission on the part of the Funds
or the Fund Limited Partners to enforce any right given thereunder or hereunder
or any remedy therein conferred, or by any failure or omission on the part of
the Funds or the Fund Limited Partners to enforce any right given thereunder or
hereunder or any remedy conferred thereby or hereby, or by any waiver of any
term, covenant, agreement or condition of the Clawback Obligation or this
Agreement, or by any other circumstance which may or might be in any manner or
to any extent vary the risk of any Guarantor hereunder.

     (f) Except for the addition of Guarantors set forth in the following
sentence, this Article 13 may not be amended except with the written consent of
the Required Limited Partners and the unanimous consent of the Guarantors. The
Obligor hereby agrees that it will not admit any Person as a Partner and the
General Partner hereby agrees that it will not permit any Person to become
entitled to any share of its distributions unless such Person shall have first
executed a supplement hereto pursuant to which such Person agrees to become a
Guarantor hereunder and to be bound by the provisions of this Article 13.


                                       39



     IN WITNESS WHEREOF, the undersigned have hereto set their hands as of the
day and year first above written.


By: GCP, LLC
       as general partner


By: /s/ Robert H. Niehaus
    -----------------------------
    Name: Robert H. Niehaus
    Title: Senior Member


By: Greenhill & Co., LLC
       as limited partner


By: /s/ Robert H. Niehaus
    ----------------------------
    Name: Robert H. Niehaus
    Title:   Managing Director


                                       40



             Individual Limited Partner Signature Page for GCP, L.P.

Individual Limited Partner:


/s/ Jeffrey F. Buckalew
----------------------------
Name: Jeffrey F. Buckalew

Individual Limited Partner
Commencement Date:

Address for Notices:
125 West 76th Street - Apt. 5B
New York, NY 10023

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    ------------------------
    Name: Robert Niehaus
    Title: Senior Member



             Individual Limited Partner Signature Page for GCP, L.P.

Individual Limited Partner:


/s/ Harold J. Rodriguez, Jr.
------------------------------
Name: Harold J. Rodriguez, Jr.

Individual Limited Partner
Commencement Date:

Address for Notices:
896 Burr Street
Fairfield, CT 06430

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    -----------------------
    Name: Robert Niehaus
    Title: Senior Member



             Individual Limited Partner Signature Page for GCP, L.P.

Individual Limited Partner:


/s/ Jeffrey P. Williams
------------------------------
Name: Jeffrey P. Williams

Individual Limited Partner
Commencement Date:

Address for Notices:
31 W 52nd St.
16th Floor
New York, NY 10019

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



             Individual Limited Partner Signature Page for GCP, L.P.

Individual Limited Partner:


/s/ Timothy M. Dwyer
------------------------------
Name: Timothy M. Dwyer

Individual Limited Partner
Commencement Date:

Address for Notices:
73 Bellevue Avenue
Rye, New York 10550

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



             Individual Limited Partner Signature Page for GCP, L.P.

Individual Limited Partner:


/s/ James Blyth
------------------------------
Name: James Blyth

Individual Limited Partner
Commencement Date:

Address for Notices:
Greenhill & Co.
56-58 Conduit Street
London WIR 9FD
U.K.

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



Individual Limited Partner Signature Page for GCP, L.P.

Individual Limited Partner:


/s/ James Lupton
------------------------------
Name: James Lupton

Individual Limited Partner
Commencement Date:

Address for Notices:
Greenhill & Co.
56-58 Conduit Street
London WIR 9FD
U.K.

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



             Individual Limited Partner Signature Page for GCP, L.P.

Individual Limited Partner:


/s/ Peter C. Krause
------------------------------
Name: Peter C. Krause

Individual Limited Partner
Commencement Date:

Address for Notices:
Greenhill & Co., LLC
16th Floor
31 W. 52nd Street
New York, NY 10019

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



Individual Limited Partner Signature Page for GCP, L.P.

Individual Limited Partner:


/s/ Simon Borrows
------------------------------
Name: Simon Borrows

Individual Limited Partner
Commencement Date:

Address for Notices:

56-58 Conduit Street
London WIR 9FD
U.K.

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



                     Signature Page for Members of GCP, LLC

The undersigned hereby agrees to become a Guarantor under Article 13 and to be
bound by the provisions thereof.


/s/ Robert F. Greenhill
------------------------------
Name: Robert F. Greenhill

Address for Notices: Greenhill & Co., LLC
                     31 West 52nd Street, 16th Floor
                     New York, NY 10019

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



                     Signature Page for Members of GCP, LLC

The undersigned hereby agrees to become a Guarantor under Article 13 and to be
bound by the provisions thereof.


/s/ Scott L. Bok
------------------------------
Name: Scott L. Bok

Address for Notices: Greenhill & Co., LLC
                     31 West 52nd Street, 16th Floor
                     New York, NY 10019

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



                     Signature Page for Members of GCP, LLC

The undersigned hereby agrees to become a Guarantor under Article 13 and to be
bound by the provisions thereof.


/s/ Robert H. Niehaus
------------------------------
Name: Robert H. Niehaus

Address for Notices: Greenhill Capital Partners
                     31 West 52nd Street, 16th Floor
                     New York, NY 10019

Accepted:

GCP, LLC


By: /s/ Robert H. Niehaus
    --------------------------
    Name: Robert Niehaus
    Title: Senior Member



                                                                      APPENDIX A

                                   DEFINITIONS

     "Advisers Act" means the Investment Advisers Act of 1940, as amended from
time to time.

     "Advisory Committee" means the committee of Limited Partners described in
Section 2.03.

     "Advisory Limited Partner" means each of the members of Greenhill who is
predominantly engaged in the advisory business.

     "Affiliate" of any Person means any other Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such Person. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

     "Agreement" means this Agreement of Limited Partnership, as amended from
time to time.

     "Allocation Schedule" has the meaning set forth in Section 3.02(a).

     "Annual Allocation Date" has the meaning set forth in Section 3.02(a).

     "Authorized Representative" has the meaning set forth in Section 2.08(a).

     "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.

     "Capital Account" has the meaning set forth in Section 6.04.

     "Capital Commitment" means with respect to each of the Partners whose names
appear on Schedule III, the amount set forth opposite the name of such Partner
on Schedule III.

     "Capital Contribution" has the meaning set forth in Section 5.01.

     "Carried Interest" means the Carried Interest (as defined in the Fund
Partnership Agreements) that may be distributed to the Partnership, as general
partner of the Funds.

     "Carried Interest Annual Pool" has the meaning set forth in Section 3.02.


                                       A-1



     "Carried Interest Points" has the meaning set forth in Section 3.02(a).

     "Carried Interest Share" has the meaning set forth in Section 3.02(a).

     "Carry Participating Partner" means, with respect to any Individual Carry
Annual Pool, any Partner who has an Annual Interest in such Annual Pool.

     "Carry Vested Percentage" has the meaning set forth in Section 3.05.

     "Cause" means (i) any act or omission which constitutes a breach by the
Individual Limited Partner of the Individual Limited Partner's obligations to
the Partnership or Greenhill or any of its Affiliates or the failure or refusal
of the Individual Limited Partner to perform satisfactorily any duties
reasonably required of the Individual Limited Partner, which breach, failure or
refusal is not corrected (other than failure to correct by reason of the
incapacity of the Individual Limited Partner due to physical or mental illness)
within 10 Business Days after written notification thereof to the Individual
Limited Partner by the Partnership or Greenhill or any of its Affiliates, (ii)
the commission by the Individual Limited Partner of any dishonest or fraudulent
act injurious to the interests or business reputation of any of the Partnership
or Greenhill, or any of its Affiliates, (iii) any other act or omission which is
materially injurious to the interests or business reputation of any of the
Partnership or Greenhill, or its Affiliates, or (iv) a substantial violation of
any securities or commodities laws, any rules or regulations issued pursuant to
such laws, or rules and regulations of any securities or commodities exchange or
association of which the Partnership or Greenhill or any of its Affiliates is a
member or of any policy of the Partnership or Greenhill or any of its Affiliates
relating to compliance with any of the foregoing.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Company" has the meaning set forth in the Recitals of this Agreement.

     "Contributing Partners" has the meaning set forth in Section 5.01.

     "Conversion" has the meaning set forth in the Recitals of this Agreement.

     "Delaware Act" has the meaning set forth in the Recitals of this Agreement.

     "Elimination Event" has the meaning set forth in Section 3.05(d).

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "Forfeited Carried Interest Points" has the meaning set forth in Section
3.05(c)


                                       A-2



     "Forfeited Interest Partner" has the meaning set forth in Section 6.02(b).

     "Forfeiture Event" has the meaning set forth in Section 3.05(c).

     "Fully Reduced Partner" has the meaning set forth in Section 3.06(d).

     "Fund Investment" means, with respect to any Fund, any Investment (as
defined in the applicable Fund Partnership Agreement) made by such Fund pursuant
to such Fund Partnership Agreement.

     "Fund Partnership Agreements" means the agreement of limited partnership of
each of the Funds, as amended and in effect from time to time.

     "Fund Partnership Expenses" means any Partnership Expenses (as defined in
any Fund Partnership Agreement).

     "Funds" has the meaning set forth in Section 1.04.

     "General Partner" means GCP, LLC, or any other Person who, at such time,
has been admitted as a general partner of the Partnership, in such Person's
capacity as general partner of the Partnership.

     "Greenhill" means Greenhill & Co., LLC.

     "Indemnification Obligation" has the meaning set forth in Section 8.01(b).

     "Indemnified Person" means each Individual Limited Partner, and each member
of the General Partner whether in such Person's capacity as a Limited Partner, a
member of the General Partner, or a director, officer, stockholder, employee,
agent or representative of the Partnership, the General Partner or of Greenhill
or any of their respective Affiliates.

     "Individual Limited Partner" means, at any time, any Advisory Limited
Partner or Private Equity Limited Partner (including any such Person who has
become a Special Limited Partner in accordance with this Agreement) who is at
such time a Limited Partner of the Partnership and who is shown as such on the
books and records of the Partnership, each in its capacity as a limited partner
of the Partnership.

     "Initial Contributing Partners" has the meaning set forth in Section
6.03(e).

     "Initiating Party" has the meaning set forth in Section 12.12.


                                       A-3



     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time.

     "Investment Expense" has the meaning set forth in Section 4.01.

     "Investment Percentage" means, with respect to any Contributing Partner,
the percentage derived by dividing (i) such Contributing Partner's aggregate
Capital Contributions by (ii) the aggregate Capital Contributions of all
Contributing Partners.

     "Investor" means each or any investor in any Partnership or Fund
Investment.

     "Limited Partner" means, at any time, any Person who is at such time a
limited partner of the Partnership and shown as such on the books and records of
the Partnership, in such Person's capacity as limited partner of the
Partnership.

     "Majority Individual Limited Partners" means, at any time and with respect
to a matter, Individual Limited Partners entitled to vote on such matter holding
at such time more than 50% of all of the Carried Interest Points of all
Individual Limited Partners entitled to vote on such matter (and present for
purposes of a quorum, if applicable) at such time.

     "Member" has the meaning set forth in the Recitals to this Agreement.

     "Net Income" has the meaning set forth in the applicable Partnership
Agreement.

     "Net Loss" has the meaning set forth in the applicable Partnership
Agreement.

     "Partially Reduced Partner" has the meaning set forth in Section 3.05(c)

     "Participation Percentage" means, with respect to any Carry Participating
Partner and any Fund Investment, such Carry Participating Partner's share of the
Carried Interest Share arising from such Fund Investment as determined in the
manner set forth in Section 3.02.

     "Partner" means the General Partner or any Limited Partner, and "Partners"
means, collectively, the General Partner and the Limited Partners.

     "Partnership" means GCP, L.P., a Delaware limited partnership, as such
limited partnership may from time to time be constituted.

     "Partnership Expenses" has the meaning set forth in Section 4.01.


                                       A-4



     "Person" means any individual, partnership, corporation, limited liability
company, trust, estate or designated beneficiary or other entity.

     "Portfolio Company" means, with respect to any Fund Investment, any Person
that is the issuer of the equity securities, debt securities or other securities
that are the subject of such Fund Investment.

     "Private Equity Limited Partners" means those Partners who are not Advisory
Limited Partners.

     "Proceeding" means any action, claim, suit, investigation or proceeding by
or before any court, arbitrator, governmental body or other agency.

     "Proceeds" means, with respect to any Fund Investment, all cash and
non-cash proceeds received by the Partnership from any sale of, or distribution
from, such Fund Investment, including any dividends, interest or other
distributions received by the Partnership in respect of such Fund Investment
(net of any sales commissions, fees or other Investment Expense incurred,
directly or indirectly, by the Partnership in connection with such receipt).

     "Proprietary Information" means any information that may have intrinsic
value to the Partnership or Greenhill, or its Affiliates, clients or other
parties with which the Partnership or Greenhill, or its Affiliates has a
relationship, or that may provide the Partnership or Greenhill, or its
Affiliates with a competitive advantage, including, without limitation, any
trade secrets; formulas; flow charts; computer programs, access codes or other
systems information; algorithms; business, product or marketing plans; sales and
other forecasts; financial information; client lists; and information relating
to compensation and benefits; provided that such Proprietary Information does
not include any information which is available to the general public or is
generally available within the relevant business or industry other than as a
result of the Individual Limited Partner's action. Proprietary Information may
be in any medium or form, including without limitation, physical documents,
computer files or discs, videotapes, audiotapes, and oral communications.

     "Reallocated Carried Interest Points" means Carried Interest Points which
have been reallocated in accordance with Section 3.02.

     "Required Partners" means, with respect to a fiscal year, both (i) Partners
having a majority of the Carried Interest Points awarded for such year and (ii)
the General Partner.

     "Reserved Carried Interest Points" has the meaning set forth in Section
3.02(c).

     "Responding Party" has the meaning set forth in Section 12.12.


                                       A-5



     "Segregated Account" has the meaning set forth in Section 6.02(a).

     "Special Limited Partner" has the meaning set forth in Section 3.05(a).

     "Substituted Limited Partner" has the meaning set forth in Section 10.02.

     "Tax Matters Partner" has the meaning set forth in Section 2.07(c).

     "Transfers" has the meaning set forth in Section 10.01(a).

     "Vested Carried Interest Points" has the meaning set forth in Section
     3.05(c).


                                      A-6






                                                                     SCHEDULE II

                      Assignment of Carried Interest Points

Date of Assignment:
                    -------------------

Individual Limited Partner:

Calendar Year Covered: January 1,      to December 31,
                                  ----                 ----


Investment* Carried Interest Points

----------
     * To be specified either on an annual basis for all investments made during
the year or on an investment-by-investment basis.


                                      S-2







                                                                  Exhibit 10.16

THE LIMITED LIABILITY COMPANY 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 LIABILITY COMPANY
INTERESTS IS RESTRICTED AS PROVIDED IN THIS AGREEMENT.

                                    GCP, LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                                   dated as of

                                  June 27, 2000

                                      among

                              Greenhill & Co., LLC

                                     and the

                               Individual Members







                                    ARTICLE 1
                               GENERAL PROVISIONS

SECTION 1.01.    Definitions.......................................................1
SECTION 1.02.    Formation of the Company..........................................1
SECTION 1.03.    Name of the Company...............................................1
SECTION 1.04.    Purposes of the Company and Powers................................2
SECTION 1.05.    Office; Registered Agent..........................................2
SECTION 1.06.    Title to Company Property.........................................2
SECTION 1.07.    Filing of Certificates............................................3
SECTION 1.08.    Admission of Members..............................................3
SECTION 1.09.    Subsequent Admission of Individual Members........................3

                                    ARTICLE 2
              GOVERNANCE; MANAGEMENT AND OPERATIONS OF THE COMPANY

SECTION 2.01.    Management of the Company.........................................4
SECTION 2.02.    The Management Board..............................................4
SECTION 2.03.    Procedures relating to the Management Board.......................4
SECTION 2.04.    Meetings of the Management Board..................................5
SECTION 2.05.    Quorum; Voting....................................................5
SECTION 2.06.    Powers of the Management Board....................................5
SECTION 2.07.    Operations Committee..............................................7
SECTION 2.08.    Transactions with Affiliates......................................7
SECTION 2.09.    Other Activities..................................................7
SECTION 2.10.    Books and Records; Accounting Method; Fiscal Year.................8
SECTION 2.11.    Partnership for Tax Purposes; Company Tax Returns.................8
SECTION 2.12.    Confidentiality...................................................9
SECTION 2.13.    Investment of Funds..............................................10
SECTION 2.14.    Other Authority..................................................11

                                    ARTICLE 3
                 CARRIED INTEREST POINTS; CERTAIN OTHER MATTERS

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 Continued Employment.................................14
SECTION 3.05.    Effect of Termination of Employment..............................14
SECTION 3.06.    Other Provisions Relating to Special Members.....................16

                                    ARTICLE 4
                                    EXPENSES

SECTION 4.01.    Definition of Expenses...........................................17
SECTION 4.02.    Responsibility for Company Expenses among the Members............17




                                       2







                                    ARTICLE 5
                              CAPITAL CONTRIBUTIONS

SECTION 5.01.    Capital Contributions............................................17
SECTION 5.02.    Payment of Capital Contributions.................................17

                                    ARTICLE 6
                  CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

SECTION 6.01.    Principles of Distributions Attributable to Invested Capital.....18
SECTION 6.02.    Principles of Distributions Attributable to Carried Interest.....18
SECTION 6.03.    Other Provisions Relating to Distributions.......................18
SECTION 6.04.    Capital Accounts; Adjustments to Capital Accounts................19
SECTION 6.05.    Tax Allocations..................................................20
SECTION 6.06.    Foreign Currency Considerations..................................21
SECTION 6.07.    Loans and Withdrawal of Amounts Allocated to Capital Accounts....21
SECTION 6.08.    Repayment of Certain Distributions...............................21

                                    ARTICLE 7
                          REPORTS TO INDIVIDUAL MEMBERS

SECTION 7.01.    Reports..........................................................21

                                    ARTICLE 8
                   LIABILITY; EXCULPATION AND INDEMNIFICATION

SECTION 8.01.    Liability for Debts of the Company; Limited Liability............22
SECTION 8.02.    Exculpation and Indemnification..................................22

                                    ARTICLE 9
                     DURATION AND DISSOLUTION OF THE COMPANY

SECTION 9.01.    Duration.........................................................24
SECTION 9.02.    Dissolution......................................................24
SECTION 9.03.    Liquidation of Company...........................................25
SECTION 9.04.    Distribution upon Dissolution of the Company.....................25
SECTION 9.05.    Resignation of Individual Members................................26

                                   ARTICLE 10
                     TRANSFERABILITY OF A MEMBER'S INTEREST

SECTION 10.01.   Restrictions on Transfer.........................................26
SECTION 10.02.   Expenses of Transfer; Indemnification............................26
SECTION 10.03.   Recognition of Transfer; Substituted Members.....................26

                                   ARTICLE 11
                                  MISCELLANEOUS

SECTION 11.01.   Entire Agreement; Amendments; Waivers; Termination...............28
SECTION 11.02.   Mergers and Consolidations.......................................28




                                       3







SECTION 11.03.   Investment Representation........................................29
SECTION 11.04.   Successors; Counterparts.........................................29
SECTION 11.05.   Governing Law; Severability......................................29
SECTION 11.06.   Further Assurance................................................29
SECTION 11.07.   Filings..........................................................29
SECTION 11.08.   Power of Attorney................................................30
SECTION 11.09.   No Bill for Company Accounting...................................30
SECTION 11.10.   Goodwill.........................................................30
SECTION 11.11.   Notices..........................................................30
SECTION 11.12.   Arbitration......................................................31
SECTION 11.13.   No Partnership Intended for Non-tax Purposes.....................32
SECTION 11.14.   Withholding......................................................32
SECTION 11.15.   Headings.........................................................32

Appendix A       Definitions.....................................................A-1

Schedule I       Allocation of Carried Interest Points...........................S-1

Schedule II      Assignment of Carried Interest Points...........................S-2

Schedule III     Required Capital Contributions..................................S-3





                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                    GCP, LLC
  (a limited liability company formed under the laws of the State of Delaware)

     LIMITED LIABILITY COMPANY AGREEMENT dated and effective as of June 27, 2000
of GCP, LLC among Greenhill & Co., LLC, a Delaware limited liability company
("Greenhill"), the Individual Members party hereto and any Individual Members
who become parties hereto after the date hereof pursuant to Section 1.09, each
in the capacity as a Member.

                                   WITNESSETH:

     WHEREAS, Greenhill and the Individual Members wish to associate themselves
as members of the Company and to form the Company as a limited liability company
under the laws of the State of Delaware and on the terms set forth in this
Agreement;

     NOW THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1
                               GENERAL PROVISIONS

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

     SECTION 1.02. Formation of the Company. The Company was formed upon the
filing of the Company's certificate of formation (such certificate, as amended
or restated, the "Certificate of Limited Liability Company") in the office of
the Secretary of State of the State of Delaware on, 2000 under the Delaware
Limited Liability Company Act 6 Del. Sections 18-101, et seq. (as amended from
time to time, the "Delaware Act"). Effective upon the execution hereof, the
rights, duties and obligations of the Members shall be as provided in this
Agreement and, except as herein otherwise expressly provided, in the Delaware
Act.

     SECTION 1.03. Name of the Company. The name of the Company is GCP, LLC. The
business of the Company shall be conducted under such name or such other names
(upon notice to all the Members) as the Management Board may from time to time
determine.



     SECTION 1.04. Purposes of the Company and Powers. The Company is formed for
the object and purpose of, and the nature of the business to be conducted and
promoted by the Company is engaging in, any lawful act or activity for which
limited liability companies 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 Company is also to
act as the general partner of GCP, L.P. (the "Partnership"), which is the
general partner of each of Greenhill Capital Partners, L.P., Greenhill Capital
Partners (Cayman) L.P., Greenhill Capital Partners (Executives), L.P., and
Greenhill Capital, L.P. (individually, a "Fund" and collectively the "Funds").
In furtherance of its purposes, (a) the Company shall have and may exercise all
of the powers now or hereafter conferred by Delaware law on limited liability
companies formed under the Delaware Act, including without limitation, all of
the powers that may be exercised on behalf of the Company by any of its Members,
and (b) the Company 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 Company.

     SECTION 1.05. Office; Registered Agent. (a) The Company'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 Company shall be 31 West 52nd Street, New
York, New York 10019, or (upon notice to all the Members) such other address as
may be designated by the Management Board.

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

     (b) The Company 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 Company and of any property
transferred to the Company, and the Company 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 liability company and corporate action, rights to sell, transfer or
encumber any securities or other property held by the Company and any rights
arising out of or relating to any documents the Company 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 Company and
shall be exercised only by the Company and no Member either alone or


                                       2



acting with one or more other Members shall have any such rights with respect to
such securities or property.

     SECTION 1.07. Filing of Certificates. Each Senior Member and each Person
authorized by the Management Board is hereby designated as an authorized person,
within the meaning of the Delaware Act, to execute, deliver and file, or to
cause the execution, delivery and filing of, the Certificate of Formation of the
Company (and any amendments or restatements thereof) and all other certificates
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 Company or the operation of the
Company in all jurisdictions where the Company may elect to do business.

     SECTION 1.08. Admission of Members. Greenhill and each Individual Member
whose name appears on Schedule I shall be admitted to the Company on the date
hereof as a Member (and shall be shown as such on the books and records of the
Company) upon the execution and delivery by (or, pursuant to a
power-of-attorney, on behalf of) such Member and a Senior Member on behalf of
the Management Board of counterparts of this Agreement.

     SECTION 1.09. Subsequent Admission of Individual Members. (a) At any time,
the Management Board may cause the Company to admit additional Persons as
Individual Members; provided that no Person may be admitted to the Company if,
as a result of such admission, the Company or the Partnership or any Fund would
not be exempt from the provisions of the Investment Company Act. A Person shall
become an Individual Member (and shall be shown as such on the books and records
of the Company) upon execution and delivery by (or, pursuant to a
power-of-attorney, on behalf of) such Person and a Senior Member on behalf of
the Management Board of counterparts of this Agreement. The admission of any
additional Individual Member to the Company pursuant to this Section 1.09 shall
not require the approval of any Individual Member existing immediately prior to
such admission.

     (b) The Individual Members shall share in distributions or items of income
or gain of the Company attributable to any Partnership Investment made prior to
the date such Person becomes an Individual Member to the extent set forth in
Articles 3 and 6.

     (c) No additional Individual Member shall be admitted to the Company if the
admission of such Individual Member would, in the judgment of the Management
Board (i) jeopardize the status of the Company as a partnership for United
States federal income tax purposes, (ii) cause a dissolution of the Company
under the Delaware Act, (iii) cause the Company's assets to be deemed "plan
assets" for purposes of ERISA, (iv) cause the Company 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 Company to be in


                                       3



violation of the Advisers Act, or (vi) violate, or cause the Company to violate,
any applicable law or regulation, including any applicable federal or state
securities laws.

     (d) Notwithstanding anything herein to the contrary, each Member hereby
approves of any amendment of this Agreement and of the Certificate of Limited
Liability Company necessary to effect the admission of any Person as a Member
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 a Senior
Member on behalf of each other Member pursuant to the Power of Attorney given by
each other Member to the Senior Members pursuant to Section 11.08.

                                    ARTICLE 2
              GOVERNANCE; MANAGEMENT AND OPERATIONS OF THE COMPANY

     SECTION 2.01. Management of the Company. The business and affairs of the
Company shall be managed by and under the direction of a board established
pursuant to, and with the powers and authority set forth in, this Article 2 (the
"Management Board"). Except as otherwise expressly provided herein, the
Management Board shall have complete and exclusive discretion in the management
and control of the affairs and business of the Company, and shall possess all
powers necessary, convenient or appropriate to carrying out the purposes and
business of the Company 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 Company, to do all such things and to
take all such actions without any further act, vote, consent or approval of any
Member). Except as otherwise expressly provided herein, the Management Board may
delegate such general or specific authority to officers, Members, employees or
agents of the Company as the Management Board considers desirable from time to
time, and such officers, Members, employees or agents of the Company may,
subject to any restraints or limitations imposed by the Management Board,
exercise the authority granted to them.

     SECTION 2.02. The Management Board. The Management Board shall be initially
comprised of Robert H. Niehaus, Robert F. Greenhill and Scott L. Bok (each, so
long as such Person is a Managing Director of Greenhill, a "Senior Member") and,
thereafter, the Management Board may appoint one or more additional members.

     SECTION 2.03. Procedures relating to the Management Board. (a) Any
Management Board member may resign at any time by giving written notice of his
resignation to the Management Board. A resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified


                                       4



therein, immediately upon its receipt, and, unless otherwise specified therein,
the acceptance of a resignation shall not be necessary to make it effective.

     (b) Each Senior Member shall serve on the Management Board for so long as
he is a Managing Director of Greenhill.

     (c) Any Management Board member, other than a Senior Member, may be removed
at any time, with or without cause, by the affirmative vote of each of the
Senior Members. A Management Board member whose employment with the Company or
Greenhill is terminated for any reason shall be replaced by a Person designated
by the Management Board.

     SECTION 2.04. Meetings of the Management Board. The Management Board shall
hold regular meetings at such time and place as shall be determined by the
Management Board. No advance notice of any meeting shall be required and all
meetings may be held by telephone, video conference or similar communications
equipment by means of which all persons participating in the meeting can hear
one another, and such participation shall constitute presence in person at such
meeting.

     SECTION 2.05. Quorum; Voting. A quorum for any meeting of the Management
Board shall be constituted by at least 75% of the Management Board members;
provided that each of the Senior Members shall be required to constitute a
quorum. The affirmative vote of each of the Senior Members shall be required for
any act or decision of the Management Board; provided that, if the Management
Board consists of other Persons in addition to the Senior Members, then the
affirmative vote of at least 75% of the members of the Management Board shall
also be required for any act or decision thereof. Each member of the Management
Board may authorize another person or persons to vote and act for such member by
proxy, and such person or persons holding such proxy shall be counted towards
the determination of whether a quorum of the Management Board is present.

     SECTION 2.06. Powers of the Management Board. Without limiting the
generality of the authority of the Management Board set forth in Section 2.01,
the Management Board hereby is authorized and empowered in the name and on
behalf of the Company and to the extent applicable and permitted under this
Agreement and the Partnership Agreement:

     (a) to serve as the general partner of the Partnership and, with respect to
the Partnership, exercise such powers as are conferred on the general partner
under the Partnership Agreement, unless otherwise specifically provided herein;

     (b) to acquire and hold the Company's general partner interest in the
Partnership, and to sell, transfer, exchange, or otherwise dispose of such
interest, and otherwise to exercise all rights, powers, privileges, options and
other incidents of


                                       5



ownership or possession with respect to such interest or any other assets or
property held or owned by the Company or the Partnership;

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

     (d) to deposit the funds of the Company in the Company 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
Company, 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 Company and the Partnership;

     (f) to make such elections under the Code and other relevant tax laws as to
the treatment of items of Company income, gain, loss and deduction, and as to
all other relevant matters, as the Management Board 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 Company 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 Management Board may determine to be necessary,
advisable or incidental to carrying out of the objects and purposes of the
Company;

     (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 liability company under the laws of each jurisdiction in
which the Management Board determines it is necessary or advisable for the
Company to conduct business; and

     (j) to do and perform everything that may be necessary, advisable, suitable
or proper for the conduct of the Company'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 Management Board may
determine.

     Any Person not a party to this Agreement dealing with the Company shall be
entitled to rely conclusively upon the power and authority of the Management
Board, as


                                       6



evidenced by the signature of any Senior Member, to bind the Company 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 Company as and to the
extent set forth in this Agreement.

     Notwithstanding any other provision of this Agreement, the Company, and any
Senior Member on behalf of the Company, may execute, deliver and perform the
Partnership Agreement, the Management Agreement among Greenhill Management Co.,
LLC and the Funds, and any amendments to such documents, all without any further
act, vote or approval of any Member or other Person. Robert H. Niehaus is hereby
authorized to enter into and perform on behalf of the Company the documents
described in the immediately preceding sentence, but such authorization shall
not be deemed a restriction on the power of a Senior Member to enter into other
documents on behalf of the Company (subject to any other restrictions expressly
set forth in this Agreement).

     SECTION 2.07. Operations Committee. The Management Board will meet
regularly with the Advisory Committee of the Partnership to evaluate and discuss
potential investments and to review the performance of existing investments of
the Funds.

     SECTION 2.08. Transactions with Affiliates. To the extent permitted by
applicable law, the Company 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 (acting
other than in its capacity as a Member), any Affiliate of Greenhill, any Person
in which a Partnership or Fund Investment has been or is proposed to be made,
any Person having an interest in such Partnership or Fund Investment (or any
underlying assets) or any Affiliate of any such Persons; provided that (i) any
such dealing (A) shall be on terms no less favorable to the Company 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 Company, such Affiliate shall be entitled to be
compensated by the Company for such services to the extent such compensation is
a Company Expense, and the amount of such compensation shall be determined by
the Management Board 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 Individual Member 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
Company and the Individual Members, on the one hand, and Greenhill or any
Affiliate of Greenhill, on the other hand.

     SECTION 2.09. Other Activities. (a) The Senior Members shall be required to
devote such time to the affairs of the Company as may be necessary to manage and
operate the Company.


                                       7



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

     SECTION 2.10. Books and Records; Accounting Method; Fiscal Year. (a) The
Management Board shall keep or cause to be kept at the address of the Company
(or at such other place as shall be notified to the Members in writing) full and
accurate books and records of the Company. Each Member shall be shown as a
Member on such books and records. Subject to Section 2.10(b), such books and
records shall be available, upon 10 Business Days' notice to the Management
Board, for inspection at the offices of the Company at reasonable times during
business hours on any Business Day by each Member or his duly authorized agents
or representatives for a purpose reasonably related to such Individual Member's
interest as a Member.

     (b) Each Individual Member agrees that (i) the books and records of the
Company contain confidential information relating to the Company and its affairs
and (ii) except for information otherwise required to be provided or made
available to Individual Members pursuant to this Agreement, the Management Board
may, to the maximum extent permitted by applicable law, keep confidential from
the Individual Members any information (excluding any financial statements of
the Company and underlying documentation supporting such financial statements)
the disclosure of which the Management Board reasonably believes is adverse to
the interests of the Company (including information relating to any Partnership
or Fund Investment or underlying assets or any Person that is, directly or
indirectly, the subject of any Partnership or Fund Investment) or which the
Company, Greenhill or the Management Board is required by law, agreement or
otherwise to keep confidential.

     (c) Except as otherwise provided in this Agreement, the Company's books of
account shall be kept on the same basis followed by the Company for federal
income tax purposes.

     SECTION 2.11. Partnership for Tax Purposes; Company Tax Returns. (a) The
Members agree that it is their intention that the Company 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 Company 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
Company not to be treated as a partnership for United States federal income tax
purposes, the Members shall endeavor in good faith to reach an agreement on
restructuring the Company so that it will be so treated (which may, subject to
the


                                       8



following proviso, entail a merger of the Company into an entity treated as a
partnership for federal income tax purposes); provided that no Member 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 Member or any Affiliate of such Member.

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

     (c) The Senior Managing Member is hereby designated as the Company's "Tax
Matters Partner" under Code Section 6231(a)(7). The Tax Matters Partner is
specifically directed and authorized to take whatever steps the Management
Board, 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 incurred by the Tax Matters Partner, in its
capacity as such, will be Company Expenses. Any Member shall have the right to
participate in any administrative proceedings relating to the determination of
Company items at the Company level. Each Individual Member that elects to
participate in such proceedings shall be responsible for any expenses incurred
by such Individual Member in connection with such participation. Further, an
Individual Member 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 Company items;
(iii) file a petition with respect to any Company item or other tax matters
involving the Company; or (iv) enter into a settlement agreement with the
Secretary of the Treasury with respect to any Company items. Upon any such
notification, the Tax Matters Partner may, if it agrees with the Individual
Member's position, elect (at its discretion) to make such filing or enter into
such agreement, as applicable and practicable, on behalf of the Company. The
expenses in connection with any resulting audits or adjustments of an Individual
Member's tax return shall be borne solely by the affected Individual Member.

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

     SECTION 2.12. Confidentiality. (a) Each Individual Member agrees to keep
confidential, and not to make any use of (other than for purposes reasonably
related to his interest in the Company or for purposes of filing such Individual
Member'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


                                       9



Company), any Proprietary Information or any other information or matter
relating to the Company, the Partnership or the Funds and any of their
respective affairs or to any Partnership or Fund Investment (other than
disclosure to employees, agents, advisors, or representatives of the Company
responsible for matters relating to the Company (each such Person being
hereinafter referred to as an "Authorized Representative")); provided that such
Individual Member and such Authorized Representatives may make such disclosure
to the extent that the information being disclosed is publicly known at the time
of proposed disclosure by such Individual Member or Authorized Representative,
the information subsequently becomes publicly known through no act or omission
of such Individual Member or Authorized Representative, such disclosure, in the
written opinion of legal counsel of such Individual Member reasonably acceptable
to the Management Board, is required by law or regulation or by any regulatory
authority or self-regulatory organization having jurisdiction over such
Individual Member or such disclosure is approved in advance by the Management
Board. Notwithstanding the foregoing, the Management Board may disclose to the
Limited Partners such information relating to the Company, the Partnership or
the Funds as may be required by the Partnership Agreement. Prior to making any
disclosure required by law, regulation, regulatory authority or self-regulatory
organization, each Individual Member shall notify the Management Board of such
disclosure and deliver to the Management Board the opinion referred to above.
Prior to any disclosure to any Authorized Representative, each Individual Member
shall advise such Authorized Representative of the obligations set forth in this
Section 2.12(a) and obtain the agreement of such Person to be bound by the terms
of such obligation.

     (b) The obligations of each Individual Member under this Section 2.12 shall
survive for a period of five years after the date such Individual Member ceases
to be a Member. If the Company is dissolved, the obligation of each Individual
Member under this Section 2.12 who is an Individual Member at the time of such
dissolution shall survive for a period of five years thereafter.

     (c) Each party acknowledges and agrees that the covenants contained in this
Section 2.12 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 Members and the Company, 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 Company, 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 2.12 and that such covenants are essential
to protect the value of the business of the Company, the Partnership and the
Funds.

     SECTION 2.13. Investment of Funds. Cash held by the Company, including all
amounts being held by the Company for future investment in Partnership
Investments, payment of expenses or distributions to Members may be invested in
such instruments as


                                       10



the Management Board, or any Person which it has retained to manage such cash,
in its discretion deems appropriate.

     SECTION 2.14. Other Authority. The Members agree to use their best efforts
to operate the Company in such a way that (i) the Company, the Partnership and
the Funds would be exempt from the provisions of the Investment Company Act,
(ii) none of the Company's assets would be deemed to be "plan assets" for
purposes of Section 4975 of the Code or ERISA, (iii) the Company would be in
compliance with the Advisers Act, and (iv) the Company would be in compliance
with any other material law, regulation, order or guideline applicable to the
Company. The Management Board is hereby authorized to take any action it has
determined in good faith to be necessary or desirable in order for (i) the
Company's assets not to be "plan assets" for purposes of ERISA, (ii) the
Company, the Partnership and the Funds to be exempt from the provisions of the
Investment Company Act, (iii) the Company not to be in violation of the Advisers
Act and (iv) the Company not to be in violation of any other material law,
regulation, order or guideline applicable to the Company, including, in each
case, (x) making any structural, operating or other changes in the Company by
amending this Agreement, (y) requiring the sale in whole or in part of an
Individual Member's limited liability company interest in the Company with
respect to or as a result of whom such violation arose, or otherwise causing the
withdrawal of such Individual Member from the Company, or (z) dissolving the
Company. Any action taken by the Management Board pursuant to Section 2.14 shall
not require the approval of any Individual Member.

                                    ARTICLE 3
                 CARRIED INTEREST POINTS; CERTAIN OTHER MATTERS

     SECTION 3.01. General Provisions. (a) The Management Board, upon the
recommendation of the Senior Managing Member, shall be solely responsible for
making all determinations as to the Carried Interest Points of the Private
Equity Limited Partners, and Greenhill shall be solely responsible for making
all determinations as to the Carried Interest Points of the Advisory Limited
Partners, in each case in accordance with Article 3 of the Partnership
Agreement, at such times and in such amounts as it shall deem advisable. All
other determinations necessary or desirable under the Partnership Agreement with
respect to such Carried Interest Points, shall be determined by the Management
Board upon the recommendation of the Senior Managing Member.

     (b) The Management Board will be responsible for making determinations as
to the Carried Interest Points of the Members; provided that if no consensus can
be reached among the members of the Management Board, then each Senior Member
will be entitled to the Carried Interest Points set forth on Schedule I hereto
for each year.


                                       11



     (c) The members of the Management Board, the Senior Managing Member and
Greenhill shall not be liable to the Company or the Members for anything
whatsoever in connection with this Agreement except for the gross negligence or
willful misconduct of the members of the Management Board, the Senior Managing
Member or Greenhill. In the performance of their respective functions with
respect to this Agreement, the members of the Management Board, the Senior
Managing Member and Greenhill 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 members of the Management Board, the
Senior Managing Member or Greenhill deems necessary or appropriate as to matters
the members of the Management Board, the Senior Managing Member or Greenhill
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
Company, and the members of the Management Board, the Senior Managing Member and
Greenhill shall not be liable to the Company or the Members for any action taken
or not taken in good faith reliance upon any such advice. The members of the
Management Board, the Senior Managing Member and Greenhill may delegate such of
their respective responsibilities hereunder as the members of the Management
Board, the Senior Managing Member or Greenhill 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 members of the Management Board, the Senior Managing
Member and Greenhill under this Agreement.

     SECTION 3.02. Assignment of Carried Interest Points. (a) On or prior to
January 1 of each fiscal year, or as soon as practicable thereafter (the "Annual
Allocation Date"), the Management Board shall assign each Member 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
equal to the Carried Interest Points of the Company under the Partnership
Agreement (the "GP Points"), and the amount of the Carried Interest with respect
to each Fund Investment for such fiscal year allocated to a Member shall be
calculated by multiplying the Carried Interest by a fraction, the numerator of
which shall be the number of points so awarded and the denominator of which
shall be the GP Points 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 2000 fiscal year
and with respect to Members 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 Member (the "Allocation Schedule"), which shall
be maintained by the Management Board and the Company and updated to reflect any
changes in the allocation of Carried Interest Points. The Management Board shall
advise each Member of such Partner's Carried Interest Points in effect at any
time. 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 Member having an interest
in such Fund


                                       12



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 Management Board may award Carried Interest Points to newly
admitted Members and may award additional Carried Interest Points to existing
Members at any time during the course of a fiscal year. In making such award the
Management Board 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 Member on the date such award was determined or any other date or
in any other manner that the Management Board 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
Management Board 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 Carried Interest Points has been made to any Member or may be
allocated additional Carried Interest Points under the Partnership Agreement
(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 Greenhill. To the extent such
Reserved Carried Interest Points are awarded to Members, 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 Members based on each
Member's Carried Interest Share in the relevant Fund Investments.

     (d) If any Carried Interest Points awarded to any Member are later
surrendered or forfeited by such Member or otherwise reduced in accordance with
this Article 3, such surrendered, forfeited or reduced Carried Interest Points
shall, unless otherwise determined by the Management Board in its discretion, be
reallocated to the other Members and to the Partners in the Partnership 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 2000 will be allocated as set forth in
Schedule I. If an additional Member admitted to the Company following the award
of Carried Interest Points in any fiscal year or any other Member receives a
Carried Interest Point award which the Management Board 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


                                       13



by the number of Carried Interest Points so awarded unless otherwise determined
by the Management Board.

     SECTION 3.04. No Right to Continued Employment. Neither this Agreement nor
any action taken or omitted to be taken hereunder shall be deemed to create or
confer on any Member any right (i)(A) to be retained in the employ of Greenhill
or the Company or any Affiliate thereof or (ii) to interfere with or to limit in
any way the right of Greenhill or the Company or any Affiliate thereof to
terminate the employment of such Member at any time or to transfer his or her
employment within Greenhill or the Company or any Affiliate thereof to other
activities from time to time.

     SECTION 3.05. Effect of Termination of Employment. (a) An Individual Member
whose employment with the Company and Greenhill terminates for any reason shall
automatically (without any action being required on the part of the Company or
any Member) and immediately become a "Special Member". Upon becoming a Special
Member, (i) such Individual Member shall no longer receive any new awards of
Carried Interest Points with respect to any Fund Investments and (ii) such
Individual Member'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 Member is a participant,
such Special Member (i) shall cease to be a Member of the Company and (ii) shall
not be entitled to any further distributions of Carried Interest under this
Agreement.

     (b) With respect to any Individual Member who becomes a Special Member and
any Fund Investment in which such Individual Member has an interest prior to
becoming a Special Member, such Individual Member shall continue to hold his or
her Carried Interest Points theretofore awarded with respect to such Fund
Investment and shall be entitled to such Individual Member's Carried Interest
Share of such Fund Investment without reduction if such Individual Member
becomes a Special Member as a result of (i) termination of employment due to
permanent disability (as determined by the Management Board and Greenhill), (ii)
subject to Section 3.06(a), termination of employment due to death, or (iii) any
other exception determined by the Management Board.

     (c) With respect to any Individual Member who becomes a Special Member as a
result of the termination of employment for any reason other than those
specified in Section 3.05(b) or 3.05(d), and any Fund Investment in which such
Individual Member has an interest prior to becoming a Special Member, such
Individual Member's Carried Interest Share of such Fund Investment shall be
vested and become non-forfeitable in accordance with this Section 3.05(c). All
Persons who become Special Members as a result of termination of employment for
any reason other than those specified in Section 3.05(b) or 3.05(d) (a
"Forfeiture Event") will be vested with respect to 33 1/3% of their 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; will
be vested


                                       14



with respect to 66 2/3% of their Carried Interest Share attributable to such
Fund Investment on January 1 of the second year following the year such Fund
Investment was made; and will be fully vested with respect to their 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 an
Individual Member 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 Member; and provided further that, on and after
January 1, 2003, an Individual Member who has held the position of Principal or
any higher executive office of the Management Board or Greenhill continuously
from June 1, 2000 through January 1, 2003 will be fully vested with respect to
100% of his Carried Interest Share attributable to all Fund Investments made
prior to the date on which he becomes a Special Member. Individual Members shall
be "Partially Reduced Members" 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 Member 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) With respect to any Individual Member who becomes a Special Member and
any Fund Investment in which such Individual Member has an interest prior to
becoming a Special Member, if such Individual Member becomes a Special Member as
a result of an Elimination Event (a "Fully Reduced Partner"), such Individual
Member's Carried Interest Points with respect to such Fund Investment and any
Proceeds with respect to such Fund Investment that otherwise has been or could
be allocated to such Individual Member at any time after such Individual Member
becomes a Special Member shall be forfeited and shall be reallocated to other
Members as provided in Section 3.02(d).

     For purposes of this Agreement, the term "Elimination Event" means, with
respect to any Individual Member at any time, (i) the termination of such
Individual Member's employment with the Company or Greenhill for Cause (or the
termination of such Individual Member's employment with the Company or Greenhill
for any reason and, following such termination, the Company or Greenhill
determines that circumstances existed during such Individual Member's employment
with the Company or Greenhill which would have entitled the Company or Greenhill
to terminate such Individual Member's employment with the Company or Greenhill
for Cause), (ii) the termination of such Individual Member's employment due to
resignation with less than 30 days' notice, (iii) the termination of such
Individual Member's employment with the Company or Greenhill for any reason and,
within 180 days of such termination (or during the 180 days preceding such
termination), such Individual Member attempts or attempted to hire a


                                       15



person who is or was an employee of the Company or Greenhill, (iv) the
termination of such Individual Member's employment with the Company or Greenhill
for any reason and, within 180 days of such termination, the Individual Member
solicits business of a customer or client of the Company or Greenhill, or (v)
the termination of such Individual Member due to disclosure by such Individual
Member (or in the event of termination of employment by reason of death, by such
Special Member's estate or any designated beneficiary or heir or personal
representative that became a Special Member) of any Proprietary Information,
without the consent of the Company or Greenhill or otherwise in contravention of
Section 2.12, to any unauthorized Person or the use of Proprietary Information
by such Individual Member (or in the event of termination of employment by
reason of death, by such Special Member's estate or any designated beneficiary
or heir or personal representative that became a Special Member) other than in
connection with the Company's or Greenhill's business where such disclosure or
use may be adverse to the financial interests of the Company or Greenhill or
their respective Affiliates (as determined by the Management Board in its
discretion).

     SECTION 3.06. Other Provisions Relating to Special Members. (a) In the
event of the death of an Individual Member, such Individual Member shall cease
to be a Member of the Company and the Company shall furnish to such Individual
Member's estate or designated beneficiary such information relating to the
Company'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 Management Board agreeing to be bound by the
confidentiality obligations set forth in Section 2.12 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 Company as a Special Member and shall receive allocations and
distributions to the extent and in the manner provided for in this Agreement
with respect to such deceased Individual Member.

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

     (c) A Special Member shall not be entitled to vote, except for purposes of
clause (x) of Section 11.01(b)(ii), except as required by applicable law and
except where a Special Member's interests in Fund Investments existing at the
time any vote or


                                       16



approval of the Members or the Individual Members is required pursuant to
Article 2 or 11.01 or any other provision 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 Members. To the extent such Special
Member is not entitled to vote, such Special Member's economic interest, if any,
shall be disregarded in connection with any such vote or approval and such
Special Member'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
Members under this Agreement.

                                    ARTICLE 4
                                    EXPENSES

     SECTION 4.01. Definition of Expenses. "Company Expenses" means any expenses
incurred by the Company including without limitation (a) Indemnification
Obligations: (b) all costs and expenses of organizing the Company; and (c) all
routine administrative expenses of the Company, including salaries and employee
benefit expenses of employees, consultants and independent contractors of the
Company, fees and expenses associated with the maintenance of books and records
of the Company, the employment or retention by the Company with respect to
routine matters of accountants, attorneys and other professionals, and the
preparation and dispatch to the Members of checks, financial reports and notices
required by this Agreement.

     SECTION 4.02. Responsibility for Company Expenses among the Members. Any
Company Expense or Indemnification Obligation shall be borne by all Members, pro
rata in proportion to their respective Capital Account balances at such time.

                                    ARTICLE 5
                              CAPITAL CONTRIBUTIONS

     SECTION 5.01. Capital Contributions. The Individual Members listed in
Schedule III (the "Contributing Members") shall be obligated to make Capital
Contributions to the Company in the amounts set forth opposite their names on
Schedule III. Except as required by the Delaware Act, the Members shall have no
obligation to make any other contributions to the capital of the Company,
whether to fund Partnership or Fund Investments, to fund Company Expenses or for
any other reason.

     SECTION 5.02. Payment of Capital Contributions. All Capital Contributions
shall be paid to the Company in immediately available funds in United States
dollars by 11:00 A.M. (New York City time) on the date and to the account


                                       17



specified by the Management Board. Capital Contributions may include amounts
that the Management Board determines in its discretion are necessary or
desirable to establish reserves in respect of Company Expenses or the Company's
obligation to make its capital contribution to the Partnership.

                                    ARTICLE 6
                  CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

     SECTION 6.01. Principles of Distributions Attributable to Invested Capital.
Except as otherwise provided in this Agreement, all Proceeds received by the
Company, including Proceeds in respect of the Company's capital contributions as
general partner of the Partnership, shall be distributed as follows: Proceeds
that are cash or readily-marketable securities received from the Partnership
shall be distributed or paid promptly after the receipt thereof, and in the case
of other types of Proceeds at such time as the Management Board shall determine
in its discretion. With respect to any Proceeds referred to in this paragraph,
the Management Board shall, at the time of distribution, determine each
Contributing Member's Investment Percentage of such Proceeds and make
distributions of such amounts to the Contributing Members.

     SECTION 6.02. Principles of Distributions Attributable to Carried Interest.
Except as otherwise provided in this Agreement, Proceeds from any Fund
Investment representing Carried Interest from any Fund Investment shall be
distributed promptly after the Company receives such proceeds for the
Partnership. The Management Board shall, at the time of distribution, determine
each member's Carried Interest Share of such Proceeds and make distributions of
such amounts to the Members.

     SECTION 6.03. Other Provisions Relating to Distributions. (a) All cash
distributions shall be made in immediately available funds in U.S. Dollars,
except to the extent that distributions in U.S. dollars would be illegal under
applicable law, in which case, to such extent, distributions shall be made in
the currency in which cash is received by the Company.

     (b) In connection with any distribution of cash, securities or other
property received by the Company, the Management Board may, in its discretion,
set off against, or withhold from, the amount distributable to any Member the
following amounts:

          (i) such Member's share of any Company Expense or any other amount due
     from such Member to the Company; and

          (ii) any amounts required to pay, or to reimburse (on a net after-tax
     basis) any Indemnified Person for the payment of, any taxes and related
     expenses that the Management Board in good faith determines to be properly
     attributable to


                                       18



     such Member (including, without limitation, withholding taxes and interest,
     penalties and expenses incurred in respect thereof).

Any amounts so set off or withheld pursuant to this Section 6.03 shall be
treated for all purposes of this Agreement as if actually distributed to such
Member and shall be applied by the Management Board to discharge the obligation
in respect of which such amounts were withheld.

     (c) The Management Board shall have the right, in its discretion, to
withhold amounts otherwise distributable by the Company to a Member in order to
make such provision as the Management Board, in its discretion, deems necessary
or advisable for the payment of such Member's share of any future Company
Expense if the nature and amount of such Company Expense is known or reasonably
anticipated at the time of distribution.

     (d) Notwithstanding anything in this Agreement to the contrary, the Company
shall not make any distributions pursuant to this Agreement except to the extent
permitted by the Delaware Act.

     SECTION 6.04. Capital Accounts; Adjustments to Capital Accounts. (a) There
shall be established for each Member, on the books and records of the Company, a
capital account (a "Capital Account"). Each Member's Capital Account shall
initially be zero and shall be adjusted as set forth in this Section 6.04.

     (b) The Capital Account of each Member shall be adjusted as follows:

          (i) Cash Contributions. The amount of cash contributed to the Company
     by such Member shall be credited to the Capital Account of such Member.

          (ii) Distributions. The amount of cash (or the value of other property
     distributed in kind as determined in accordance with the Fund Agreements),
     distributed by the Company to any Member shall be debited against the
     Capital Account of such Member.

          (iii) Income, Profit or Gain. The amount of any allocation of income,
     profit or gain made by the Company to any Member shall be credited to the
     Capital Account of such Member.

          (iv) Expense, Deduction or Loss. The amount of any allocation of
     expense, deduction or loss made by the Company to any Member shall be
     debited against the Capital Account of such Member.


                                       19



     (c) The Company's items of income, gain, loss, deduction and expense shall
be allocated to the Capital Accounts as follows:

          (i) Allocation of Company Expenses. The amount of any Company Expense
     shall be allocated among the Members in accordance with Section 4.02.

          (ii) Allocation of Interest Income and Expense. The amount of any
     interest earned on any Member's Capital Contribution shall be allocated to
     the Capital Account of such Member.

          (iii) Allocation of a Carry Participating Partner's Carry Income,
     Gains and Losses. All income and gains representing the Carried Interest
     shall be allocated among the Members in a manner consistent with the
     corresponding distributions made or to be made pursuant to Section 6.02.
     All losses with respect to a Carried Interest Annual Pool shall be
     allocated among the Members in a manner consistent with each Member's
     Carried Interest Share.

          (iv) Residual Allocations. The Company's remaining net income or net
     loss (after giving effect to clauses (i) through (iii) of this Section
     6.04(c) for any fiscal period and each item of income, gain, loss,
     deduction or expense shall be allocated among the Members in a manner
     consistent with the corresponding distributions made or to be made pursuant
     to Sections 6.01 and 9.04.

     SECTION 6.05. Tax Allocations. (a) For federal, state and local income tax
purposes, each item of income, gain, loss, deduction and credit of the Company
shall be allocated among the Members as nearly as possible in the same manner as
the corresponding item of income, expense, gain or loss is allocated pursuant to
the other provisions of this Article 6. It is intended that the Capital Accounts
will be maintained at all times in accordance with Section 704 of the Code and
applicable Treasury regulations thereunder, and that the provisions hereof
relating to the Capital Accounts be interpreted in a manner consistent
therewith. The Management Board shall be authorized by this Section 6.05 to make
appropriate amendments to the allocations of items pursuant to Article 6 if
necessary in order to comply with Section 704 of the Code or applicable Treasury
regulations thereunder; provided that no such change shall have an adverse
effect upon the amount distributable to any Member hereunder.

     (b) Notwithstanding anything else contained in this Article 6, if any
Member has a deficit Capital Account for any fiscal period as a result of any
adjustment, allocation or distribution of the type described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4)-(6), then the Company's income and
gain will be specially allocated to such Member in accordance with Treasury
Regulations Section 1.704-1(b)(2)(ii)(d).


                                       20



     SECTION 6.06. Foreign Currency Considerations. At the time any cash is
received in a currency other than U.S. Dollars for payment (as distributions or
otherwise) to Members:

          (i) if such cash is to be paid (as a distribution or otherwise) in
     U.S. Dollars, the Management Board shall effect the conversion of such cash
     into U.S. Dollars, at the exchange rate determined by the Management Board,
     as soon as practicable after such cash is received; and

          (ii) if, pursuant to Section 6.03(a), such cash is to be paid in the
     currency in which it is received, the Management Board 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 this
     Article 6.

     SECTION 6.07. Loans and Withdrawal of Amounts Allocated to Capital
Accounts. Except as permitted by the Management Board, no Individual Member
shall be permitted to borrow, or to make an early withdrawal of, any portion of
the amounts allocated to his or her Capital Account.

     SECTION 6.08. Repayment of Certain Distributions. In the event that any
amount distributed to an Individual Member hereunder is later determined by the
Management Board to be in excess of the amount such Individual Member was
entitled to under this Agreement, such Individual Member shall return such
amount to the Company.

                                    ARTICLE 7
                          REPORTS TO INDIVIDUAL MEMBERS

     SECTION 7.01. Reports. (a) The Management Board shall provide to each
Individual Member reports and financial information on the Company's affairs and
on such Individual Member's Capital Account in such form and at such times as
the Management Board shall determine in its discretion.

     (b) After the end of each fiscal year, the Management Board shall cause the
independent certified public accountants of the Company to prepare and transmit,
within 30 days after the tax returns for all Partnerships have been completed,
or as soon thereafter as is practicable, a federal income tax form K-1 for each
Member, a copy of the Company's return filed for federal income tax purposes and
a report setting forth in sufficient detail such transactions effected by the
Company during such fiscal year as shall enable each Member to prepare its
United States federal and state income tax returns, if any. The Management Board
shall provide such materials to (i) each Member and (ii) each former Member (or
its successors, assigns, heirs or personal representatives)


                                       21



who may require such information in preparing its United States federal and
state income tax returns.

                                    ARTICLE 8
                   LIABILITY; EXCULPATION AND INDEMNIFICATION

     SECTION 8.01. Liability for Debts of the Company; Limited Liability. (a)
Except as otherwise provided in the Delaware Act, the debts, obligations and
liabilities of the Company, whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company, and no
Member shall be obligated personally for any such debt, obligation or liability
of the Company solely by reason of being a Member.

     (b) Except as otherwise expressly required by law, a Member, in its
capacity as such, shall have no liability to the Company or any other Member in
excess of such Member's obligations to make payments required to be made by such
Member under this Agreement.

     (c) An Individual Member may also be a limited partner of the Partnership,
an employee, agent or officer of the Company or an employee, agent, officer,
director or stockholder of Greenhill or any of its Affiliates. The existence of
these relationships and acting in such capacities shall not affect the liability
of the Individual Member so acting.

     SECTION 8.02. Exculpation and Indemnification. (a) No Indemnified Person
shall be liable to the Company or to the Members for any losses, claims, damages
or liabilities arising from, related to, or in connection with this Agreement,
the Company's business or affairs, the Partnership Agreement, any Fund Agreement
or the Partnership's or the Funds' business or affairs (including any act or
omission by any Indemnified Person and any activity of the type or character
disclosed or contemplated in Section 2.08 or 2.09 hereof or in the Partnership
Agreement or any Fund Agreement (such disclosure being incorporated herein by
reference) and no such activity will in and of itself constitute a breach of any
duty owed by any Indemnified Person to any Member or the Company), except for
any losses, claims, damages or liabilities resulting from such Indemnified
Person's gross negligence or willful misconduct.

     (b) The Company shall, to the fullest extent permitted by applicable law,
indemnify and hold harmless each Indemnified Person against any losses, claims,
damages or liabilities, arising out of, related to or in connection with this
Agreement, the Company's business or affairs, the Partnership Agreement, the
Fund Agreements or the Partnership's or Funds' business or affairs, except for
(i) any such losses, claims, damages or liabilities resulting from such
Indemnified Person's gross negligence or willful misconduct, and (ii) any losses
allocated to any Member's Capital Account. The


                                       22



Company will periodically reimburse each Indemnified Person for all expenses
(including fees and expenses of counsel) as such expenses are incurred in
connection with investigating, preparing, pursuing or defending any Proceeding
related to, arising out of or in connection with this Agreement, the Company's
business or affairs, the Partnership Agreement, the Fund Agreements or the
Partnership's or Funds' business or affairs; provided that such Indemnified
Person shall promptly repay to the Company the amount of any such reimbursed
expenses paid to it if it shall be judicially determined by judgment or order
not subject to further appeal or discretionary review that such Indemnified
Person is not entitled to be indemnified by the Company in connection with such
matter as provided in the exceptions contained in the immediately preceding
sentence. If for any reason (other than the exceptions contained in the first
sentence of this Section 8.02(b)) the foregoing indemnification is unavailable
to any Indemnified Person, or insufficient to hold it harmless, then the Company
shall contribute to the amount paid or payable by such Indemnified Person as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and such Indemnified Person, on the other hand, or, if such allocation is
not permitted by applicable law, to reflect not only the relative benefits
referred to above but also any other relevant equitable considerations. Any
indemnity, contribution or reimbursement obligation of the Company under this
Section 8.02(b) is referred to as an "Indemnification Obligation."

     (c) Each Member covenants for itself and its successors, assigns, heirs and
personal representatives that such Person will, at any time prior to or after
dissolution of the Company, whether before or after such Person's withdrawal
from the Company, pay to the Company on demand any amount which the Company
properly pays in respect of taxes (including withholding taxes) imposed upon
income of, or distributions in respect of Partnership Investments made to, such
Member.

     (d) In the event that any Individual Member initiates any Proceeding
against the Company, the Senior Managing Member, a Senior Member, Greenhill or
any Affiliate of Greenhill and a judgment or order not subject to further appeal
or discretionary review is rendered in respect of such Proceeding for the
Company, the Senior Managing Member, any Senior Member, Greenhill or any
Affiliate of Greenhill, as the case may be, such Individual Member shall be
solely liable for all costs and expenses of the Company, the Senior Managing
Member, such Senior Member, Greenhill or such Affiliate of Greenhill, as the
case may be, attributable thereto and shall pay such amounts in cash to the
Persons incurring such costs and expenses within 90 days after the entry of such
judgment or order.

     (e) Notwithstanding anything else contained in this Agreement, the
exculpation provisions under 8.02(a) and the reimbursement, indemnity and
contribution obligations of the Company under Section 8.02(b) shall:


                                       23



          (i) be in addition to any liability which the Company may otherwise
     have; and

          (ii) be binding upon and inure to the benefit of any successors,
     assigns, heirs and personal representatives of the Company and each
     Indemnified Person.

     (f) To the extent that, at law or in equity, any Member has duties
(including fiduciary duties) and liabilities relating thereto to the Company or
to any other Member, the Member acting in connection with the Company's affairs
shall not be liable to the Company or to any other Member for its good faith
reliance on the provisions of this Agreement. To the fullest extent permitted by
applicable law, the provisions of this Agreement, to the extent that they
restrict the duties and liabilities or rights and powers of the Members
otherwise existing at law or in equity, are agreed by the Members to replace
such other duties, liabilities, rights and powers of the Members.

     (g) The foregoing provisions of this Section 8.02 shall survive for a
period of four years from the date of dissolution of the Company; provided that
if at the end of such period, there are any Proceedings then pending or any
other liability (whether contingent or otherwise) or claim then outstanding, any
Individual Member shall so notify the Management Board, Greenhill or a Senior
Member at such time (which notice shall include a brief description of each such
Proceeding (and of the liabilities asserted in such Proceeding) and of such
liabilities and claims) and the foregoing provisions of this Section 8.02 shall
survive with respect to each such Proceeding, liability and claim set forth in
such notice (or any related Proceeding, liability or claim based upon the same
or a similar claim) until such date that such Proceeding, liability or claim is
ultimately resolved.

                                    ARTICLE 9
                     DURATION AND DISSOLUTION OF THE COMPANY

     SECTION 9.01. Duration. The term of the Company shall continue for so long
as the Partnership or any of the Funds continue in existence, unless the Company
is sooner dissolved pursuant to Section 9.02; provided that in order to permit
an orderly winding up of the affairs of the Company, subject to Section 9.02,
the Management Board may, in its discretion, extend the term of the Company for
up to three successive one-year terms following the expiration of such initial
term.

     SECTION 9.02. Dissolution. Subject to the Delaware Act, the Company shall
be dissolved and its affairs shall be wound up upon the earliest of:

     (a) the expiration of the term of the Company provided in Section 9.01;


                                       24



     (b) in the discretion of the Management Board, upon the dissolution and
distribution of assets of the Partnership and of all the Funds;

     (c) a decision made by the Management Board, after consultation with
counsel, to dissolve the Company because it has determined in good faith that
(i) changes in any applicable law or regulation would have a material adverse
effect on the continuation of the Company or (ii) such action is necessary or
desirable as provided in Section 2.14;

     (d) the written consent of all Members;

     (e) the entry of a decree of judicial dissolution under Section 18-802 of
the Delaware Act; and

     SECTION 9.03. Liquidation of Company. Upon dissolution, the Company's
business shall be liquidated in an orderly manner. Except as provided in the
immediately succeeding sentence, the Management Board shall be the liquidator to
wind up the affairs of the Company pursuant to this Agreement. If the Management
Board is not available to serve as liquidator or if the Company shall be
dissolved upon dissolution of the Partnership or any of the Funds in accordance
with the terms of the applicable Partnership Agreement or Fund Agreement, the
Individual Members may by approval of the Majority Individual Members appoint
one or more liquidators to act as the liquidator in carrying out such
liquidation. In performing its duties, the liquidator is authorized to sell,
distribute, exchange or otherwise dispose of the assets of the Company in any
reasonable manner that the liquidator shall determine to be in the best interest
of the Members.

     SECTION 9.04. Distribution upon Dissolution of the Company. (a) Upon
dissolution of the Company, the liquidator winding up the affairs of the Company
shall determine in its discretion which assets of the Company shall be sold and
which assets of the Company shall be retained for distribution in kind to the
Members. Subject to the Delaware Act, after all liabilities (contingent or
otherwise) of the Company have been satisfied or duly provided for (as
determined by the liquidator in its discretion), the remaining assets of the
Company shall be distributed to the Members in proportion to their respective
positive Capital Accounts up to the amounts thereof, and thereafter in the
manner in which additional amounts would have been distributed pursuant to
Article 6.

     (b) In the discretion of the liquidator, and subject to the Delaware Act,
all or a portion of the assets of the Company may be:

          (i) distributed to a trust established for the benefit of the Members
     for purposes of liquidating Company assets, collecting amounts owed to the
     Company, and satisfying any liabilities or obligations of the Company
     arising out of, or in connection with, this Agreement or the Company's
     affairs; or


                                       25




          (ii) withheld, with respect to any Member, to provide a reserve
     reasonably required for Company Expenses; provided that such withheld
     amounts shall be distributed to the Members as soon as the liquidator
     determines, in its discretion, that it is no longer necessary to retain
     such amounts.

     The assets of any trust established in connection with clause (i) above
shall be distributed to the Members from time to time, in the discretion of the
liquidator, in the same proportions as the amount distributed to such trust by
the Company would otherwise have been distributed to the Members pursuant to
this Agreement.

     (c) Each Member shall look solely to the assets of the Company for the
return of such Member's aggregate invested capital in Partnership Investments,
and no Member shall have priority over any other Member as to the return of such
invested capital.

     SECTION 9.05. Resignation of Individual Members. Except as otherwise
provided in Article 10 or with the approval of the Management Board, an
Individual Member may not resign or withdraw from the Company prior to its
dissolution and winding up.

                                   ARTICLE 10
                     TRANSFERABILITY OF A MEMBER'S INTEREST

     SECTION 10.01. Restrictions on Transfer. A Member may not, directly or
indirectly, sell, exchange, transfer, assign, pledge, hypothecate or otherwise
dispose of all or any portion of its limited liability company interest
(including any entitlement to any distributions hereunder) in the Company (any
such direct or indirect sale, exchange, transfer, assignment, pledge,
hypothecation or other disposition being herein collectively called "Transfers")
to any Person, except with the consent of the Management Board.

     SECTION 10.02. Expenses of Transfer; Indemnification. All expenses,
including attorneys' fees and expenses, incurred by the Company in connection
with any Transfer shall be borne by the transferring Member or such Member's
transferee (any such transferee, when admitted and shown as an Individual Member
on the books and records of the Company, being hereinafter called a "Substituted
Individual Member"). In addition, the transferring Member or such transferee
shall indemnify the Company and the Management Board in a manner satisfactory to
the Management Board against any losses, claims, damages or liabilities to which
the Company or the Management Board may become subject arising out of, related
to or in connection with any false representation or warranty made by, or breach
or failure to comply with any covenant or agreement of, such transferring Member
or such transferee.

     SECTION 10.03. Recognition of Transfer; Substituted Members. (a) If the
Management Board approves the admission of any Person to the Company as a


                                       26



Substituted Individual Member, such Person, as a condition to its admission as a
Member, shall execute and acknowledge such instruments (including a counterpart
of this Agreement), in form and substance satisfactory to the Management Board,
as the Management Board reasonably deems necessary or desirable to effectuate
such admission and to confirm the agreement of such Person to be bound by all
the terms and provisions of this Agreement with respect to the limited liability
company interest in the Company acquired by such Person.

     (b) The Company shall not recognize for any purpose any purported Transfer
of all or any part of a Member's limited liability company interest in the
Company and no assignee, transferee or other recipient of all or any part of
such interest shall become a Substituted Individual Member hereunder unless:

          (i) the provisions of this Article 10 shall have been complied with;

          (ii) the Management Board shall have been furnished with the documents
     effecting such Transfer, in form reasonably satisfactory to the Management
     Board, executed and acknowledged by both the assignor or transferor and
     assignee, transferee or other recipient;

          (iii) such assignee, transferee or other recipient shall have
     represented that such Transfer was made in accordance with all applicable
     laws and regulations;

          (iv) all necessary governmental consents shall have been obtained in
     respect of such Transfer;

          (v) the books and records of the Company shall have been changed
     (which change shall be made as promptly as practicable) to reflect the
     admission of such Substituted Individual Member; and

          (vi) all necessary instruments reflecting such admission shall have
     been filed in each jurisdiction in which such filing is necessary in order
     to qualify the Company to conduct business or to preserve the limited
     liability of the Individual Members.

     Upon the satisfaction of the conditions set forth in this Section 10.03,
any such assignee or other recipient shall become a Substituted Individual
Member.

     Any Person who succeeds to any Member's limited liability company interest
in the Company and who becomes a Substituted Individual Member shall, for
purposes of the calculations under Section 6.04, be bound by such calculations
previously made with respect to the transferring Member pursuant to this
Agreement, and shall be otherwise


                                       27



treated with respect to such calculations as if such Person were the Member from
the inception of the Company.

                                   ARTICLE 11
                                 MISCELLANEOUS

     SECTION 11.01. Entire Agreement; Amendments; Waivers; Termination. (a) This
Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter hereof.

     (b) Any provision of this Agreement (including Article 10) may be amended
or waived by a written agreement executed by the Management Board and without
the approval of any Individual Member; provided that,

          (i) the provisions of Article 8, Section 9.01 and this Section
     11.01(b) may not be amended or waived without the approval of the
     Management Board and each Individual Member;

          (ii) no amendment or waiver of the provisions of this Agreement may
     increase the liability of an Individual Member beyond the liability of such
     Individual Member expressly set forth in this Agreement or otherwise modify
     or affect the limited liability of such Individual Member without the
     consent of the Management Board and the Individual Member affected thereby;
     and

          (iii) no provision of this Agreement that relates to or affects
     Greenhill may be amended or waived without the approval of Greenhill.

     (c) The Management Board shall give the affected Individual Members written
notice of any amendment of this Agreement effected pursuant to Section 11.01(b)
within 30 days after the same becomes effective.

     SECTION 11.02. Mergers and Consolidations. The Company may merge or
consolidate with or into one or more Delaware limited liability companies or
other business entities (as defined in the Delaware Act) pursuant to, and in
accordance with, Section 18-209 of the Delaware Act upon the approval of the
Management Board and the Majority Individual Members; provided that in
connection with any such merger or consolidation, no amendment of any provision
of this Agreement may be effected without the approval required for an amendment
of such provision in accordance with Section 11.01. Notwithstanding anything
else contained in this Agreement, any agreement of merger or consolidation
approved in accordance with the preceding sentence may (x) effect any amendment
to this Agreement or (y) effect the adoption of a new limited


                                       28



liability company agreement for the Company if it is the surviving or resulting
entity in such merger or consolidation.

     SECTION 11.03. Investment Representation. Each Member, by executing this
Agreement, represents and warrants that his limited liability company interest
in the Company has been acquired by him for his own account for investment and
not with a view to resale or distribution thereof and that he is fully aware
that in agreeing to admit him as a Member, the Management Board, Greenhill and
the Company are relying upon the truth and accuracy of this representation and
warranty.

     SECTION 11.04. Successors; Counterparts. This Agreement (i) shall be
binding as to the executors, administrators, estates, heirs and legal successors
of the Members and (ii) may be executed in several counterparts with the same
effect as if the parties executing the several counterparts had all executed one
counterpart.

     SECTION 11.05. Governing Law; Severability. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware
as applied between residents of that state entering into contracts wholly to be
performed in that state. In particular, it shall be construed to the maximum
extent possible to comply with all of the terms and conditions of the Delaware
Act. If it shall be determined by court order not subject to appeal or
discretionary review that any provision or wording of this Agreement shall be
invalid or unenforceable under the Delaware Act or other applicable law, such
invalidity or unenforceability shall not invalidate the entire Agreement, in
which case this Agreement shall be construed so as to limit any term or
provision so as to make it enforceable or valid within the requirements of
applicable law, and, in the event such term or provision cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable
provisions.

     SECTION 11.06. Further Assurance. Each Individual Member, upon the request
of the Management Board, agrees to perform all further acts and to execute,
acknowledge and deliver any documents that may reasonably be necessary to carry
out the provisions of this Agreement.

     SECTION 11.07. Filings. The Management Board shall promptly prepare,
following the execution and delivery of this Agreement, any documents required
to be filed and recorded, or, which are in the Management Board's discretion,
appropriate for filing and recording, under the Delaware Act, and any Senior
Member, as an authorized person, shall promptly cause each such document to be
filed and recorded in accordance with the Delaware Act and, to the extent
required by local law, to be filed and recorded or notice thereof to be
published in the appropriate place in each State in which the Company may
hereafter establish a place of business. Any Senior Member shall also promptly
cause to be filed, recorded and published such statements of fictitious business
name and other notices, certificates, statements or other instruments required
by any


                                       29



provision of any applicable law of the United States or any State or other
jurisdiction which governs the conduct of its business from time to time.

     SECTION 11.08. Power of Attorney. (a) Each Individual Member does hereby
constitute and appoint each Senior Member, with full power of substitution, as
his true and lawful representative and attorney-in-fact, in his name, place and
stead to make, execute, sign, deliver and file (i) the Certificate of Limited
Liability Company and any amendment thereof required because of an amendment to
this Agreement or in order to effectuate any change in the membership of the
Company, (ii) any amendments to this Agreement in accordance with Section 11.01,
(iii) all such other instruments, documents and certificates which may from time
to time be required by the laws of the United States of America, the State of
Delaware or any other State, or any political subdivision or agency thereof, or
any foreign country, to effectuate, implement and continue the valid and
subsisting existence of the Company or to dissolve the Company and (iv) any
document, certificate, instrument or agreement necessary or desirable to
effectuate the transfer of all or any part of a Member's limited liability
company interest in the Company in accordance with the provisions of Articles 3
or 10.

     Such representatives and attorneys-in-fact shall not have any right, power
or authority to amend or modify this Agreement except in accordance with the
terms of this Agreement when acting in such capacities.

     (b) The power of attorney granted pursuant to this Section 11.08 is coupled
with an interest and shall survive and not be affected by the subsequent death,
incapacity, disability, dissolution, termination or bankruptcy of the Individual
Member granting such power of attorney or the transfer of all or any portion of
such Individual Member's limited liability company interest in the Company, and
extend to such Individual Member's successors, assigns and legal
representatives.

     SECTION 11.09. No Bill for Company Accounting. Subject to mandatory
provisions of law applicable to an Individual Member and to circumstances
involving a breach of this Agreement, each of the Members covenants that it will
not (except with the consent of the Management Board) file a bill for a Company
accounting.

     SECTION 11.10. Goodwill. No value shall be placed on the name or goodwill
of the Company.

     SECTION 11.11. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including telex, facsimile or similar
writing) and shall be given to such party at its address or telex or facsimile
number set forth in a schedule filed with the records of the Company or such
other address or telex or facsimile number as such party may hereafter specify
for the purpose by notice in like manner to the Management Board. Each such
notice, request or other communication shall be effective (a) if given by telex
or facsimile, when such telex or facsimile is transmitted to the telex


                                       30



or facsimile number specified pursuant to this Section 11.11 and the appropriate
answerback or confirmation is received, (b) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (c) if given by any other means, when delivered at the
address specified pursuant to this Section 11.11.

     SECTION 11.12. Arbitration. In the event that any dispute arises between an
Individual Member, on the one hand, and Greenhill, the Company, the Management
Board or any Senior Member, on the other hand, relating to or in connection with
this Agreement, the Company and its business or affairs, the Partnership
Agreement, the Fund Agreements or the Partnership's business or affairs, such
Members shall attempt to resolve such dispute by discussion and negotiation
within thirty days after the date one such party (the "Initiating Party")
initially raises such dispute. Any and all disputed issues that are not resolved
in writing by the parties during such thirty (30) day period shall be finally
settled by binding arbitration to be held in Wilmington, Delaware or New York
City, New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, as from time to time amended and in effect.
The parties to this Agreement hereby waive (and agree to cause their respective
Affiliates to waive) any right to refer such dispute or controversy to any other
forum or tribunal. The arbitration panel shall be composed of three arbitrators,
appointed pursuant to the following procedure. The Initiating Party shall notify
the other party (the "Responding Party") of the substance of its claim and the
name and address of the arbitrator chosen by the Initiating Party. Within thirty
days of receipt of such notification, the Responding Party shall notify the
Initiating Party of its answer to the claim made, any counterclaim which it
wishes to assert in the arbitration, and the name and address of the arbitrator
chosen by the Responding Party. If this is not done by the Responding Party
within thirty (30) days, appointment of the second arbitrator shall be made by
the American Arbitration Association upon request of the Initiating Party. The
arbitrators shall choose a third arbitrator, who shall serve as president of the
panel thus composed. If the arbitrators fail to agree upon the choice of a third
arbitrator within thirty (30) days from the appointment of the second
arbitrator, the third arbitrator will be appointed by the American Arbitration
Association upon the request of the arbitrators or either of the parties. In all
cases the arbitrators must be persons who are knowledgeable about and have
recognized ability and experience in dealing with the subject matter of the
dispute. The arbitrators will decide the dispute by majority decision and in
accordance with Delaware law. The decision shall be rendered in writing and
shall bear the signatures of at least two arbitrators. It also shall identify
the members of the arbitration panel, and the time and place of the award
granted. Finally, it will determine the expenses of the arbitration and the
party who shall be charged therewith or the allocation of the expenses between
the parties in the discretion of the panel. The arbitration decision shall be
rendered as soon as possible, but in any event not later than six months after
the constitution of the arbitration panel. The arbitration decision shall be
final and binding upon both parties. Judgment upon any award rendered by the
arbitration panel may be entered in any court having jurisdiction thereof or
having jurisdiction over the party


                                       31



against whom enforcement is sought or having jurisdiction over any of such
party's assets. To the maximum extent permitted by law, the parties to this
Agreement hereby waive (and agree to cause their respective Affiliates to waive)
any right of appeal from any judgment rendered upon an award, particularly
including (but not limited to) appeals with respect to any question of law.

     SECTION 11.13. No Partnership Intended for Non-tax Purposes. The Company
has been formed as a limited liability company under the Delaware Act and the
Members expressly disclaim any intention to form a partnership under either the
Uniform Partnership Act, the Revised Uniform Limited Partnership Act or any
other partnership law. Except as provided in Section 2.11, the Members do not
intend to be partners one to another or partners as to any third party. To the
extent any Member, by word or action, represents to another Person that any
other Member is a partner or that the Company is a partnership, the Member
making such wrongful representation shall be liable to another Member who incurs
personal liability by reason of such wrongful representation.

     SECTION 11.14. Withholding. The Management Board shall have the right to
deduct and withhold from any distributions or other assets any federal, state or
local taxes that it determines in good faith to be required by law to be
withheld with respect to income allocable to any Member.

     SECTION 11.15. Headings. Section and other headings contained in this
Agreement are for reference only and are not intended to describe, interpret,
define or limit the scope or intent of this Agreement or any provision hereof.


                                       32



     IN WITNESS WHEREOF, the undersigned have hereto set their hands as of the
day and year first above written.

By: Greenhill & Co., LLC


By: /s/ Robert H. Niehaus
    -------------------------------
    Name: Robert H. Niehaus
    Title: Senior Member


                                       33



                  Individual Member Signature Page for GCP, LLC

Individual Member:


/s/ Scott L. Bok
-----------------------------------
Name: Scott L. Bok


Individual Member
Commencement Date:

Address for Notices:
Greenhill & Co., LLC
31 West 52nd St. 16th Floor
New York, NY 10019

Accepted:


By: GCP, LLC


By: /s/ Robert H. Niehaus
    -------------------------------
    Name: Robert H. Niehaus
    Title: Senior Member



                  Individual Member Signature Page for GCP, LLC

Individual Member:


/s/ Robert F. Greenhill
-------------------------
Name: Robert F. Greenhill


Individual Member
Commencement Date:

Address for Notices: Greenhill & Co., LLC
                     31 West 52nd Street, 16th Floor
                     New York, NY 10019

Accepted:


By: GCP, LLC


By: /s/ Robert H. Niehaus
    -------------------------------
    Name: Robert H. Niehaus
    Title: Senior Member



                  Individual Member Signature Page for GCP, LLC

Individual Member:


/s/ Robert H. Niehaus
-----------------------
Name: Robert H. Niehaus

Individual Member
Commencement Date:

Address for Notices:
                     Greenhill Capital Partners
                     31 West 52nd St.
                     16th Floor
                     New York, NY 10019

Accepted:

By: GCP, LLC


   By: /s/ Robert H. Niehaus
       ------------------------------
       Name: Robert H. Niehaus
       Title: Senior Member



                                                                      APPENDIX A

                                   DEFINITIONS

     "Advisers Act" means the Investment Advisers Act of 1940, as amended from
time to time.

     "Advisory Limited Partner" means each of the limited partners of the
Partnership who is predominantly engaged in the advisory business of Greenhill.

     "Affiliate" of any Person means any other Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such Person. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

     "Agreement" means this Limited Liability Company Agreement, as amended from
time to time.

     "Authorized Representative" has the meaning set forth in Section 2.12(a).

     "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.

     "Capital Account" has the meaning set forth in Section 6.04.

     "Capital Contribution" means with respect to each of the Members whose
names appear on Schedule I, the amount set forth opposite the name of such
Member on Schedule I.

     "Carried Interest" means that portion of the Carried Interest (as defined
in the Fund Agreements) that may be distributed to the Partnership, as general
partner of the Funds that in turn is distributed to the Company by the
Partnership.

     "Contributing Member" means each Member that makes Capital Contributions as
provided in Section 5.01.

     "Carried Interest Points" means points, reflecting a share of the Carried
Interest, that are assigned to the limited partners of the Partnership pursuant
to Article 6 of the Partnership Agreement.

     "Certificate of Limited Liability Company" has the meaning set forth in
Section 1.02.


                                      A-1



     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Company" means GCP, LLC, a Delaware limited liability company, as such
limited liability company may from time to time be constituted.

     "Company Expenses" has the meaning set forth in Section 4.01.

     "Contributing Members" has the meaning set forth in Section 5.01.

     "Delaware Act" has the meaning set forth in Section 1.02.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "Fund Agreement" means an agreement of limited partnership of a Fund, as
amended from time to time.

     "Funds" has the meaning set forth in Section 1.04.

     "Fund Investment" means, with respect to a Fund, any Investment (as defined
in the partnership agreement applicable to such Fund) made by such Fund pursuant
to such partnership agreement.

     "Greenhill" means Greenhill & Co., LLC.

     "Indemnification Obligation" has the meaning set forth in Section 8.01(b).

     "Indemnified Person" means each Individual Member, (including the Senior
Managing Member and the Senior Members) both in such Person's capacity as a
Member and in such Person's capacity as a director, officer, stockholder,
employee, agent or representative of the Company or of Greenhill or any of their
respective Affiliates.

     "Individual Member" means, at any time, any Member other than Greenhill who
is at such time a Member of the Company and who is shown as such on the books
and records of the Company.

     "Initiating Party" has the meaning set forth in Section 11.12.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time.

     "Investment Percentage" means, with respect to any Contributing Member, the
percentage derived by dividing (i) such Contributing Member's aggregate Capital
Contributions by (ii) the aggregate Capital Contributions of all Contributing
Members.


                                      A-2



     "Investor" means each or any investor in any Partnership or Partnership
Investment.

     "Limited Partner" means each of the limited partners of the Partnership.

     "Majority Individual Members" means, at any time and with respect to a
matter, Individual Members entitled to vote on such matter having balances in
their Capital Accounts at such time equal to more than 50% of the aggregate
amount of all Capital Account Balances of all Individual Members entitled to
vote on such matter (and present for purposes of a quorum, if applicable) at
such time.

     "Management Board" has the meaning set forth in Section 2.01.

     "Members" means Greenhill and the Individual Members, and "Member" means
any Individual Member or Greenhill, in their capacity as members of the Company.
Notwithstanding anything to the contrary contained herein, the Company shall
have only one class or group of Members for all purposes of the Delaware Act and
this Agreement.

     "Net Income" has the meaning set forth in the applicable Partnership
Agreement.

     "Net Loss" has the meaning set forth in the applicable Partnership
Agreement.

     "Partnership" has the meaning set forth in Section 1.04.

     "Partnership Agreement" means the agreement of limited partnership of the
Partnership as amended and in effect from time to time.

     "Person" means any individual, partnership, corporation, limited liability
company, trust, estate or designated beneficiary or other entity.

     "Private Equity Limited Partner" means those limited partners listed on
Schedule I to the Partnership Agreement with Points designated as Private Equity
Points or who are subsequently designated as a Private Equity Limited Partner by
the Management Board.

     "Proceeding" means any action, claim, suit, investigation or proceeding by
or before any court, arbitrator, governmental body or other agency.

     "Proceeds" means, with respect to any Partnership Investment, all cash and
non-cash proceeds received by the Partnership from any sale of, or distribution
from, such Partnership Investment, including any dividends, interest or other
distributions received by the Partnership in respect of such Partnership
Investment (net of any sales commissions, fees or other Investment Expense
incurred, directly or indirectly, by the Partnership in connection with such
receipt).


                                      A-3



     "Proprietary Information" means any information that may have intrinsic
value to the Company, the Partnership or Greenhill, or its Affiliates, clients
or other parties with which the Company, the Partnership or Greenhill, or its
Affiliates has a relationship, or that may provide the Company, the Partnership
or Greenhill, or its Affiliates with a competitive advantage, including, without
limitation, any trade secrets; formulas; flow charts; computer programs, access
codes or other systems information; algorithms; business, product or marketing
plans; sales and other forecasts; financial information; client lists; and
information relating to compensation and benefits; provided that such
Proprietary Information does not include any information which is available to
the general public or is generally available within the relevant business or
industry other than as a result of the Individual Member's action. Proprietary
Information may be in any medium or form, including without limitation, physical
documents, computer files or discs, videotapes, audiotapes, and oral
communications.

     "Required Members" means, with respect to a fiscal year, both (i) Members
having a majority of the Carried Interest Points awarded for such year and (ii)
each of the Senior Members.

     "Responding Party" has the meaning set forth in Section 11.12.

     "Senior Managing Member" means Robert H. Niehaus as a member of the
Company.

     "Senior Members" has the meaning set forth in Section 2.02.

     "Substituted Individual Member" has the meaning set forth in Section 10.02.

     "Tax Matters Partner" has the meaning set forth in Section 2.11(c).

     "Transfers" has the meaning set forth in Section 10.01.


                                      A-4






                                                                     SCHEDULE II

                      Assignment of Carried Interest Points

Date of Assignment:
                    -----------------

Member:

Calendar Year Covered: January 1,      to December 31,
                                  ----                 ----


Investment*   Carried Interest Points

----------
     *To be specified either on an annual basis for all investments made during
the year or on an investment-by-investment basis.


                                      S-2






                                                                   Exhibit 10.17

================================================================================
THE LIMITED PARTNER INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OF AMERICA OR NON- U.S. JURISDICTION AND MAY NOT
BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL, STATE OR
NON-U.S. SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. IN
ADDITION, TRANSFER OR OTHER DISPOSITION OF THE LIMITED PARTNER INTERESTS IS
RESTRICTED AS PROVIDED IN THIS AGREEMENT.

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

                              Amended and Restated

                        Agreement of Limited Partnership

                                       of

                             GREENHILL CAPITAL, L.P.

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

                            Dated as of June 30, 2000

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



                                TABLE OF CONTENTS

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

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                               GENERAL PROVISIONS

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

                                    ARTICLE 2
                  MANAGEMENT AND OPERATIONS OF THE PARTNERSHIP

SECTION 2.01.  Management Generally............................................4
SECTION 2.02.  Authority of the General Partner................................4
SECTION 2.03.  Other Authority.................................................6
SECTION 2.04.  Borrowings by the Partnership...................................7
SECTION 2.05.  Other Activities................................................7
SECTION 2.06.  Books and Records; Accounting Method; Fiscal Year...............9
SECTION 2.07.  Certain Tax Matters............................................10
SECTION 2.08.  Confidentiality................................................11
SECTION 2.09.  Annual Meeting.................................................12
SECTION 2.10.  LP Advisory Committee..........................................12
SECTION 2.11.  Reliance by Third Parties......................................13
SECTION 2.12.  Transaction Fees...............................................13
SECTION 2.13.  Temporary Investment of Funds..................................13
SECTION 2.14.  Certain FCC Matters............................................14

                                    ARTICLE 3
                                   INVESTMENTS

SECTION 3.01.  Partnership Investments Generally..............................15
SECTION 3.02.  Investment Limitations.........................................15



                                                                            PAGE
                                                                            ----

SECTION 3.03.  Structuring of Investments Generally; Certain Rules
               Governing Investments..........................................16
SECTION 3.04.  Investment Committee...........................................19
SECTION 3.05.  Restriction on Activities by Greenhill Entities;
               Obligation to Offer............................................19
SECTION 3.06.  Related Funds..................................................20
SECTION 3.07.  Additional Investment Situations...............................21
SECTION 3.08.  General Principles on the Disposition of Investments...........22
SECTION 3.09.  Non-U.S. Currency Considerations...............................22

                                    ARTICLE 4
                                    EXPENSES

SECTION 4.01.  Definition and Payment of General Partner Expenses.............23
SECTION 4.02.  Definition and Payment of Partnership Expenses.................23
SECTION 4.03.  Responsibility for Partnership Expenses Among the Partners.....25
SECTION 4.04.  Sources of Funds for Funding by the Partners of
               Partnership Expenses...........................................26
SECTION 4.05.  Non-Applicability of Article  to Parallel Investment
               Expenses.......................................................27

                                    ARTICLE 5
                  CAPITAL COMMITMENTS AND CAPITAL CONTRIBUTIONS

SECTION 5.01.  Capital Commitments............................................27
SECTION 5.02.  Drawdown Procedures............................................28
SECTION 5.03.  Excuse Procedure...............................................32
SECTION 5.04.  Default by Investors...........................................34
SECTION 5.05.  Certain Exclusion Circumstances................................38

                                    ARTICLE 6
                  DISTRIBUTIONS; ALLOCATIONS; CAPITAL ACCOUNTS

SECTION 6.01.  Distributions Generally........................................39
SECTION 6.02.  Distributions of Proceeds of Partnership Investments...........40
SECTION 6.03.  Other Income...................................................40
SECTION 6.04.  Tax Distributions..............................................40
SECTION 6.05.  Other General Principles of Distribution.......................40
SECTION 6.06.  Loans and Withdrawal of Capital................................43
SECTION 6.07.  Capital Accounts; Allocations..................................43
SECTION 6.08.  Tax Allocations................................................45


                                       ii


                                                                            PAGE
                                                                            ----

                                    ARTICLE 7
                              PARALLEL INVESTMENTS

SECTION 7.01.  Parallel Investments Generally.................................45
SECTION 7.02.  Parallel Investment Expenses...................................46
SECTION 7.03.  Parallel Investor Borrowings...................................47
SECTION 7.04.  Consequences upon Default......................................47

                                    ARTICLE 8
                           REPORTS TO LIMITED PARTNERS

SECTION 8.01.  Reports........................................................48

                                    ARTICLE 9
                         EXCULPATION AND INDEMNIFICATION

SECTION 9.01.  Exculpation and Indemnification................................49
SECTION 9.02.  Forum Selection................................................52
SECTION 9.03.  Return of Distributions........................................52
SECTION 9.04.  Parallel Investments...........................................53

                                   ARTICLE 10
                   DURATION AND DISSOLUTION OF THE PARTNERSHIP

SECTION 10.01.  Duration......................................................53
SECTION 10.02.  Dissolution...................................................54
SECTION 10.03.  Liquidation of Partnership....................................54
SECTION 10.04.  Distribution Upon Dissolution of the Partnership..............54
SECTION 10.05.  Withdrawal, Death or Incompetency of a Limited Partner........55

                                   ARTICLE 11
                  TRANSFERABILITY OF GENERAL PARTNER'S INTEREST

SECTION 11.01.  Transferability of General Partner's Interest.................56


                                      iii


                                                                            PAGE
                                                                            ----

                                   ARTICLE 12
                 TRANSFERABILITY OF A LIMITED PARTNER'S INTEREST

SECTION 12.01.  Restrictions on Transfer......................................57
SECTION 12.02.  Expenses of Transfer; Indemnification.........................57
SECTION 12.03.  Recognition of Transfer; Substituted Limited Partners.........58
SECTION 12.04.  Transfers During a Fiscal Year................................59
SECTION 12.05.  Securities Laws; Legends......................................59

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01.  Amendments; Waivers...........................................60
SECTION 13.02.  Approvals.....................................................61
SECTION 13.03.  Mergers and Consolidations....................................61
SECTION 13.04.  Investment Representation.....................................62
SECTION 13.05.  Successors; Counterparts; Beneficiaries.......................62
SECTION 13.06.  Governing Law; Severability; Certain Matters as to
                the General Partner...........................................62
SECTION 13.07.  Further Assurance.............................................63
SECTION 13.08.  Filings.......................................................63
SECTION 13.09.  Power of Attorney.............................................63
SECTION 13.10.  No Bill for Partnership Accounting............................64
SECTION 13.11.  Goodwill......................................................64
SECTION 13.12.  Notices.......................................................64
SECTION 13.13.  Headings......................................................64
SECTION 13.14.  Tax Election..................................................64
SECTION 13.15.  Side Letters..................................................64

Appendix A - Definitions

Schedule 1 - Pre-Closing Investments


                                       iv


                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             GREENHILL CAPITAL, L.P.

      AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP dated as of June 30,
2000 of Greenhill Capital, L.P.

                              W I T N E S S E T H :

      WHEREAS, GCP, L.P., a Delaware limited partnership (formerly Greenhill
Capital Partners, LLC), in its capacity as General Partner, and David Glenn, as
the initial Limited Partner, have heretofore entered into an Agreement of
Limited Partnership dated as of June 26, 2000 (the "Original Agreement") and
have formed a limited partnership pursuant to the Delaware Revised Uniform
Limited Partnership Act 6 Del.C.ss.17-101, et seq., as amended from time to time
(the "Delaware Act");

      WHEREAS, David Glenn desires to withdraw from the Partnership as the
initial Limited Partner of the Partnership; 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
                               GENERAL PROVISIONS

      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, 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 31 West 52nd
Street, 16th Floor, New York, New York 10019, 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 and (ii) making a
Capital Contribution in accordance with Section 5.01.

      (b) On the first Closing Date, following the admission of any Limited
Partner to the Partnership, the initial Limited Partner shall withdraw from the
Partnership and shall be entitled to receive the return of his contribution
without interest or deduction.


                                       2


      (c) At any time during the Commitment 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. 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) 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.

      (d) Any additional Limited Partner admitted to the Partnership 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 pay to the Partnership
an amount equal to Capital Contributions requested in accordance with Section
5.01 with respect to such New Commitment (pro rated, if necessary, for the
remainder of the then-current semi- annual period).

      (e) On the first Closing Date, or during the 30 days immediately following
the first Closing Date (the "Initial Closing Period"), the General Partner will
cause the Partnership and the Related Funds to make an Investment in the
securities identified on Schedule 1 hereto (the "Pre-Closing Investments"), and
the General Partner will transfer 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 6% 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


                                       3


Investment shall be distributed promptly to the General Partner until the
General Partner has received an amount equal to 99% of the Designated Amount.

      (f) No New Commitment Partner admitted after the Initial Closing Period
shall, with respect to its New Commitment, participate in any Investment made by
the Partnership prior to the Closing Date on which such New Commitment is made
to the Partnership.

      (g) 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.

                                    ARTICLE 2
                  MANAGEMENT AND OPERATIONS OF THE PARTNERSHIP

      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 delegate certain
management and administrative responsibilities set forth in Section 2.02 to the
Manager pursuant to 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 shall be furnished with 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:


                                       4


      (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;

      (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)   enter into, and take any action under, any contract, agreement or
            other instrument 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 2.04, arrange financing for or on behalf of the
            Partnership or any Limited Partner, 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


                                       5


            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;

      (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.


                                       6


      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
"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 (i) the
Partnership not to be in violation of the Investment Company Act, (ii) the
Partnership's assets not to be deemed to be "plan assets" for purposes of ERISA,
(iii) the General Partner and the Manager not to be in violation of the Advisers
Act or (iv) 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 (A) subject to clauses
(i)-(iv) of Section 13.01, making structural, operating or other changes in the
Partnership by amending this Agreement or the Management Agreement or otherwise,
(B) requiring the sale in whole or in part of any Investment or other asset, (C)
canceling or reducing the Capital Commitment or Available Capital Commitment of
any Limited Partner, (D) 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, or (E) 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. 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 investments in
advance of drawdowns pursuant to Article 5 (provided that such borrowings or
guarantees shall not be incurred in an amount in excess of the aggregate
Available Capital Commitments) or (ii) for short-term cash management purposes
in connection with the activities of the Partnership (provided that such
borrowings and guarantees shall not exceed $2 million in outstanding principal
amount borrowed or guaranteed at any time).

      SECTION 2.05. 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 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 2.05 and in the Confidential Offering Memorandum under the caption "Risk
Factors--Other Fees", "--Other Activities" and "--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


                                       7


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; and (2) the General Partner may enter
      into incentive arrangements with Persons not associated with the General
      Partner or Greenhill as it deems appropriate in consideration of their
      providing services in connection with sourcing of 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 2.05(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


                                       8


      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 (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 2.06. 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 2.08(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


                                       9


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.

      (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 2.07. 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.


                                       10


      (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.

      (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 2.08. 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 the
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 2.08(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 2.08(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 2.06, 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
pursuant to Section 8.01) the disclosure of which (i) the Partnership, the
General Partner, the Manager, Greenhill


                                       11


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.

      SECTION 2.09. 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 2.10. LP Advisory Committee. (a) The General Partner will 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.

      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 2.10(b) and 6.05(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.


                                       12


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

      (d) Notwithstanding anything contained in this Section 2.10, (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 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 2.11. 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 2.12. Transaction Fees. (a) The Partners agree that, in connection
with any Investment or proposed Investment, the Partnership's allocable portion
of an amount equal to 80% of any Transaction Fees that are received by the
General Partner, the Manager, Greenhill, or any of their respective Affiliates
shall be remitted to the Partnership, and shall be allocated and distributed
pursuant to Section 6.03.

      (b) 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 Affiliates from any Person, other than as
provided in Section 2.12(a).

      SECTION 2.13. 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


                                       13


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 2.14. 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;

            (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 2.14 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."


                                       14


      (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
                                   INVESTMENTS

      SECTION 3.01. Partnership Investments Generally. The assets of the
Partnership shall, to the extent not required for the payment of Partnership
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 2.13, 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.

      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, (i) 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 and (ii)
no more than 10% of the Overall Capital at such time shall be invested by the
Partnership, the Related Funds and any Parallel Investors, collectively, in
collateralized high-yield debt obligations outstanding at such time.

      (c) At any time (i) no more than 35% 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 and (ii) no more than 10% of Overall Capital at such time shall be
invested in Portfolio Companies primarily engaged in business outside of North
America and Continental Europe (inclusive of the United Kingdom and Central
Europe).


                                       15


      (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 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.

      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
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


                                       16


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:

            (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


                                       17


      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

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


                                       18


            (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 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 shall be treated as separate Investments, regardless of whether
      such securities are acquired pursuant to a single investment opportunity;
      and

            (v) different classes or series of securities of a Portfolio Company
      (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 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 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.


                                       19


      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, Canada and Europe 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 opportunity developed
or originated by an unaffiliated third party co-investor or joint venture
partner and made available only specifically to Greenhill, the General Partner
or one of their respective Affiliates pursuant to a contractual obligation or a
fiduciary duty of such third party; (iii) any investment related to any existing
investment of Greenhill, the General Partner or one of their respective
Affiliates; (iv) any investment received by Greenhill, the General Partner or
one of their respective Affiliates as compensation for investment banking or
advisory services; (v) 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 (vi) 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.

      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").

      (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


                                       20


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 Overall Commitment of the Partnership, 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 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.


                                       21


      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).

      (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 United States 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


                                       22


            (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
                                    EXPENSES

      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 all compensation and employee
benefit expenses of employees of the General Partner and the Manager and related
overhead (including rent, utilities, travel, entertainment and other similar
items) resulting from the activities of such employees on behalf of the
Partnership or in connection with this Agreement and Organizational Expenses in
excess of Partnership Organizational Expenses.

      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 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 payable by the
      Partnership or the General Partner or any other Person in connection with
      the offering of limited partner interests in the Partnership;

            (ii) all expenses directly attributable to any Partnership
      Investment or proposed Partnership Investment that is ultimately not made
      by the Partnership, including all unreimbursed expenses incurred in
      connection with the 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


                                       23


            (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 Borrowing Costs and (G)
      out-of-pocket expenses incurred by the LP Advisory Committee.

      (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
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;

            (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 2.07;

            (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 (i) any such expenses which, if incurred by any Indemnified
      Person, would not be indemnifiable under Article 9, shall not constitute
      Partnership Expenses and (ii) 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


                                       24


      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 Commitment Percentages.

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

            (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);


                                       25


            (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(d); and

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

            (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.


                                       26


      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
                  CAPITAL COMMITMENTS AND CAPITAL CONTRIBUTIONS

      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 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:


                                       27


            (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 be
equal to 1% of the aggregate Capital Commitments of all the Partners 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 (i) the incapacity of, or termination of employment
with Greenhill (whether due to death, resignation or otherwise) of both Robert
Niehaus and Robert Greenhill (the "Key Men") or (ii) the continued failure by
both Key Men to be actively involved in the affairs of the Partnership and the
Related Funds followed by a written demand by a Limited Partner or a limited
partner of a Related Fund to the General Partner for substantial performance
where the Key Men have unreasonably failed during the 30-day period following
receipt of such written demand to have cured such failure, then the Limited
Partners and 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, either of the Key Men.

      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


                                       28


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:

                  (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 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


                                       29


                  (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 Investor shall be required to
      make a Capital Contribution equal to the product of (x) such Person's
      Available Commitment Percentage multiplied by (y) the Investment Drawdown
      Amount in respect of such Investment or Temporary Cash Funds. The General
      Partner may in its discretion utilize each Partner's previous Capital
      Contributions in respect of Temporary Cash Funds to satisfy all or a
      portion of the Investment Drawdown Amount payable in connection with an
      Investment (or Partnership Expenses related thereto); provided that, if a
      Limited Partner is determined to be an Excused Investor with respect to
      such Investment, the Partners' Temporary Cash Funds shall be adjusted and
      reallocated to reflect the non-participation of the Excused Investor with
      respect to such Investment.

                  (B) With respect to any amount to be paid in connection with
            the exercise, conversion or exchange of any Convertible Securities,
            each Participating Investor in the Investment represented by such
            Convertible Securities shall be required to make a Capital
            Contribution equal to the product of (x) such amount required to be
            paid multiplied by (y) such Participating Investor's Investment
            Percentage in respect of such Investment.

                  (C) Subject to Sections 3.03(c) and 5.03, with respect to each
            Follow-On Investment covered by any Drawdown, each Participating
            Investor in the Original Investment to which such Follow-On
            Investment relates shall be required to make a Capital Contribution
            equal to the product of (x) such Participating Investor's Investment
            Percentage in respect of such Original Investment multiplied by (y)
            the Investment Drawdown Amount in respect of such Follow-On
            Investment.

                  (D) To the extent that any required Capital Contribution of
            any Participating Investor (calculated pursuant to Section
            5.02(b)(ii)(B) or 5.02(b)(ii)(C) without giving effect to the last
            sentence of Section 5.01(a)) exceeds such Participating Investor's
            then Available Capital Commitment, such Participating Investor may
            elect (but shall not be required) to increase its Capital Commitment
            by the amount of such excess. In the event that such Participating
            Investor elects not to or may not so increase its Capital
            Commitment, each of the other Participating Investors in such
            Investment shall be required to make a Capital Contribution equal to
            the product of (x) the amount of such excess multiplied by (y) such
            other Participating Investor's Available Commitment


                                       30


            Percentage (calculated without giving effect to the Available
            Capital Commitment of such Participating Investor who elects not to
            or may not so increase its Capital Commitment).

            (iii) Amount of Required Capital Contribution in Respect of
      Expenses. (A) With respect to the portion of the Expenses Drawdown Amount
      to be applied to pay Partnership Expenses, each Partner (including the
      General Partner) shall be required to make a Capital Contribution equal to
      the amount of such Partnership Expenses payable by such Partner as
      determined pursuant to Section 4.03.

                  (B) Subject to Section 7.02, with respect to any portion of
            the Expenses Drawdown Amount that is to be applied to pay Parallel
            Investment Expenses attributable to any Parallel Investment, each
            Participating Parallel Investor participating in such Parallel
            Investment shall be required to make a Capital Contribution equal to
            the amount of such Parallel Investment Expenses payable by such
            Parallel Investor as determined pursuant to Section 7.02(b).

      (c) Special Drawdowns. If, in connection with the making of any Investment
or the payment of any Investment Expense in respect of which a Drawdown Notice
has been delivered, the General Partner shall determine, in its discretion, that
it is necessary or desirable to increase the required Capital Contribution to be
made by any Investor in connection therewith, the General Partner shall deliver
an additional Drawdown Notice to such Investor amending the original Drawdown
Notice and specifying:

            (i) the amount of any increase in any Investment Drawdown Amount or
      in the Expenses Drawdown Amount, as the case may be;

            (ii) the amount of the increase in the required Capital Contribution
      to be made by such Investor;

            (iii) the Drawdown Date with respect to the amount of the increase
      in the required Capital Contribution if different from the Drawdown Date
      specified in the original Drawdown Notice; provided that the Drawdown Date
      with respect to the amount of such increase shall be at least two Business
      Days after delivery of such additional Drawdown Notice; and

            (iv) the reason for such increase.

      Any increase in the required Capital Contribution of any Investor pursuant
to Section 5.03 or 5.04 shall be calculated in the manner set forth therein. Any
increase in the required Capital Contribution of the General Partner and each
Investor due to an increase in any Investment Drawdown Amount or the Expenses
Drawdown Amount, as the case may be, specified in the original Drawdown


                                       31


Notice shall be calculated in accordance with Section 5.02(b) (after giving
effect to Sections 5.03 and 5.04, as appropriate) with respect to the amount of
such increase.

      SECTION 5.03. Excuse Procedure. (a) Any Investor may be excused from
making all or a portion of any required Capital Contribution in respect of any
Investment if: (i) not later than two Business Days after the date of delivery
of the applicable Drawdown Notice (or such later time as the General Partner
shall in its discretion determine), the General Partner shall have received a
notice from such Investor stating that it seeks to be excused from making such
Investment pursuant to this Section 5.03(a) and (ii) not later than five
Business Days after the date of delivery of the applicable Drawdown Notice (or
such later time as the General Partner shall in its discretion determine), the
General Partner shall have received a written opinion (in form and substance
reasonably satisfactory to the General Partner) of Investor's counsel
(reasonably satisfactory to the General Partner, which counsel may be in-house
counsel so long as such in- house counsel is reasonably satisfactory to the
General Partner) to the effect that it is highly probable that the making of
such Capital Contribution by such Investor in respect of such Investment would
result in a violation of any law or regulation of the United States of America
or any State thereof or of any non-U.S. jurisdiction (other than any such
non-U.S. law or material regulation that violates, or the compliance with which
by Persons subject to the jurisdiction of the United States of America would
violate, any law or material regulation of the United States of America)
(including any "prohibited transaction" as defined in ERISA or the Code), in any
such case applicable to such Investor or to the Partnership. Such opinion shall
also indicate whether (and, if so, at what reduced amount) such Investor could
make a smaller Capital Contribution in respect of such Investment that would not
result in such a violation. For purposes of ascertaining whether an Investor may
be excused from making a Capital Contribution pursuant to this Section 5.03(a),
the General Partner shall, as promptly as reasonably practicable, provide such
information about the proposed Investment as such Investor may reasonably
request.

      (b) An Investor shall be excused from making and shall not be permitted to
make all or a portion of any required Capital Contribution in respect of any
Investment if the General Partner delivers a written notice to such Investor
that the making of such Capital Contribution or portion thereof might have a
Material Adverse Effect. Any Capital Contribution by such Investor might have a
"Material Adverse Effect" if:

            (i) the General Partner, in its discretion, determines that (A) such
      Capital Contribution or portion thereof is likely, when taken by itself or
      together with other Capital Contributions of such Investor or of the
      General Partner and any other Investors:

                  (x) to result in a violation of any law or regulation of the
            United States of America or any State thereof or of any non-U.S.
            jurisdiction (other than any such non-U.S. law or regulation that
            violates, or the compliance with which by Persons subject to the
            jurisdiction of the United States of America would violate, any law
            or regulation of


                                       32


            the United States of America) (and the General Partner shall have
            received a written opinion of counsel to such effect); or

                  (y) to subject the Person that is, directly or indirectly, the
            subject of such proposed Investment, the Partnership, any
            Partnership Investment Vehicle, any Parallel Investment Vehicle, any
            Parallel Investor or any Related Fund to any regulatory or other
            legal requirements to which it would not otherwise have been subject
            and compliance with which is materially burdensome, or to increase
            materially the burden of complying with applicable regulatory or
            other legal requirements beyond the burden that would otherwise have
            existed (and the General Partner shall have received a written
            opinion of counsel as to the applicability of such regulatory or
            other legal requirements);

      and (B) in either case, such result should be avoided; or

                  (ii) the General Partner determines, in its reasonable
            discretion, that such Investor should not participate in such
            Investment because either (A) such Investor has, after being
            admitted to the Partnership, been convicted in a criminal proceeding
            (excluding misdemeanors), or was or is subject to a judgment, decree
            or final order enjoining future violations of, or prohibiting
            activities subject to, securities laws of the United States of
            America or any State thereof or of any non-U.S. jurisdiction or was
            or is subject to a finding as to any violation of such laws, in each
            case in a proceeding before a judicial or administrative body, or
            (B) participation by such Investor in such Investment would
            otherwise have a material adverse effect on the Person that is,
            directly or indirectly, the subject of the proposed Investment, the
            Partnership, any Partnership Investment Vehicle, any Parallel
            Investment Vehicle, any Parallel Investor, the General Partner, any
            Related Fund, the Manager, Greenhill or any of their respective
            Affiliates.

            The General Partner shall not be liable to any Investor or the
      Partnership for any failure to permit or require an Investor to be excused
      from making all or a portion of any required Capital Contribution pursuant
      to this Section 5.03(b), except for liability primarily attributable to
      the General Partner's gross negligence or bad faith.

            (c) Any Capital Contribution as to which an Investor is excused
      shall in no way affect such Investor's Available Capital Commitment, and
      any such excuse shall not affect such Investor's obligation to make other
      Capital Contributions.

            (d) If any Investor is excused from making all or a portion of any
      required Capital Contribution in respect of any Investment pursuant to
      this Section 5.03, the General Partner may,


                                       33


      in its discretion, take any or all of the following actions with respect
      to the amount that is excused and remains to be funded:

            (i) increase the required Capital Contributions of other Investors;

            (ii) obtain the agreement of one or more Investors to increase their
      respective Capital Contributions or of any third party or parties to cover
      such amount; or

            (iii) increase its own Capital Contribution.

      If the General Partner elects to take the action specified in Section
5.03(d)(i) with respect to any portion of the amount that is excused, the
General Partner shall deliver an additional Drawdown Notice in accordance with
Section 5.02(c) to each Investor who is not an Excused Investor in respect of
the applicable Investment, and the required Capital Contribution of each such
Investor shall be increased by an amount equal to the product of (A) such
Investor's Available Commitment Percentage (calculated (x) after giving effect
to the Capital Contributions specified in any prior Drawdown Notice and (y)
without giving effect to the Available Capital Commitment of the General Partner
and each Investor who is an Excused Investor in respect of such Investment)
multiplied by (B) the applicable portion of the Capital Contribution that
remains to be funded; provided that (I) if (but only to the extent) necessary to
address tax or regulatory considerations applicable to, or arising in connection
with, the applicable Investment, the General Partner may, in its discretion,
require that such applicable portion of the Capital Contribution be funded by
Capital Contributions made only by the Investors in one or more Investment
Portions with respect to such Investment that are not affected by such
accounting, tax or regulatory considerations, pro rata in proportion to their
Available Commitment Percentages (calculated (1) after giving effect to the
Capital Contributions specified in any prior Drawdown Notice and (2) without
giving effect to the Available Capital Commitment of the General Partner, each
Investor who is an Excused Investor in respect of such Investment, and the
Investors in any Investment Portion that are affected by such accounting, tax or
regulatory considerations) and (II) in the event that an Investor is excused
pursuant to this Section 5.03, no other Investor shall be required to make a
Capital Contribution in excess of 130% of the Capital Contribution that would
otherwise have been required from such Investor but for the provisions of this
Section 5.03(d) and Section 5.04(e).

      SECTION 5.04. Default by Investors. (a) Each of the General Partner and
each Investor agree that payment of its required Capital Contributions when due
is of the essence, that any Default by any Investor would cause injury to the
Partnership and to the General Partner and the other Investors and that the
amount of damages caused by any such injury would be extremely difficult to
calculate. Accordingly, if at any time an Investor shall Default, the amount of
such Default (the "Default Amount") shall accrue interest commencing on the
Drawdown Date


                                       34


at the lesser of (i) a rate per annum equal to the LIBOR plus 7% and (ii) the
maximum rate permitted by applicable law. Interest paid or otherwise recovered
on the Default Amount shall be allocated and distributed to the non- Defaulting
Investors.

      Upon the occurrence of any Default, the General Partner shall promptly
notify the Investor who has committed such Default of the occurrence of such
Default. Upon the occurrence of any Event of Default, the General Partner shall
promptly notify all Investors of the occurrence of such Event of Default.

      (b) Upon the occurrence of an Event of Default, the General Partner, in
its sole discretion, may:

            (i) cause the Defaulting Investor to forfeit all or any portion of
      distributions from the Partnership made or to be made after such Event of
      Default that relate to any Investments in respect of which such Investor
      made Capital Contributions prior to such Event of Default;

            (ii) if applicable, with respect to any distributions made or to be
      made after such Event of Default that relates to any Parallel Investment
      in respect of which the Defaulting Investor made a Capital Contribution
      prior to such Event of Default, cause the agreement governing such
      Parallel Investment to contain provisions substantially to the effect of
      clause (i) above;

            (iii) cause distributions that would otherwise be made to the
      Defaulting Investor to be credited against the Default Amount pursuant to
      Section 6.05;

            (iv) cause the Defaulting Investor to forfeit its representation, if
      any, on the LP Advisory Committee;

            (v) cause the Defaulting Investor to forfeit its right to
      participate in any Investments made after such Event of Default;

            (vi) cause a forced sale of the Defaulting Investor's interest in
      the Partnership to:

                  (A) any Investors who may wish to purchase such an interest,
            pro rata based on their respective Commitment Percentages at such
            time at the lesser of (x) an amount equal to 75% of the aggregate
            Capital Contributions made by the Defaulting Investor to the
            Partnership (net of any Capital Contributions previously returned to
            such Defaulting


                                       35


            Investor and distributions made to such Defaulting Investor pursuant
            to this Agreement) and (y) such other price as the General Partner,
            in its sole discretion, shall determine to be fair and reasonable
            under the circumstances; or

                  (B) in the event no Investor is willing to purchase such an
            interest, to any Person, at such price as the General Partner, in
            its sole discretion, shall determine to be fair and reasonable under
            the circumstances;

            (vii) cause a forced sale of the Defaulting Investor's interest in a
      Parallel Investment Vehicle to:

                  (A) any Investors who may wish to purchase such an interest,
            pro rata based on their respective Commitment Percentages at such
            time at the lesser of (x) an amount equal to 75% of the aggregate
            Capital Contributions made by the Defaulting Investor to such
            Parallel Investment Vehicle (net of any Capital Contributions
            previously returned to such Defaulting Investor and distributions
            made to such Defaulting Investor pursuant to the agreement governing
            the Parallel Investment Vehicle) and (y) such other price as the
            General Partner, in its sole discretion, shall determined to be fair
            and reasonable under the circumstances; or

                  (B) in the event no Investor is willing to purchase such an
            interest, to any Person, at such price as the General Partner, in
            its sole discretion, shall determined to be fair and reasonable
            under the circumstances; and

            (viii) institute proceedings to recover the Default Amount.

      (c) Upon the occurrence of any Event of Default in connection with any
Drawdown to be applied to make an Investment, the General Partner may, in its
discretion, take any or all of the following actions with respect to the amount
in default that remains to be funded:

            (i) increase the required Capital Contributions of other Investors;

            (ii) obtain the agreement of one or more Investors to increase their
      respective Capital Contributions or of a third party or parties to cover
      such amount;

            (iii) increase its own Capital Contribution; or

            (iv) borrow funds in accordance with Section 2.04.


                                       36


      (d) Upon the occurrence of any Event of Default in connection with a
Drawdown to be applied to pay Partnership Expenses, the General Partner may, in
its discretion, increase the required Capital Contributions of the other Limited
Partners with respect to the amount in default that remains to be funded.

      Upon the occurrence of any Event of Default in connection with a Drawdown
to be applied to pay Parallel Investment Expenses with respect to a Parallel
Investment, the General Partner may, in its discretion, increase the required
Capital Contributions of other Participating Parallel Investors with respect to
the amount in default that remains to be funded.

      (e) If the General Partner elects to take the action specified in Section
5.04(c)(i) or Section 5.04(d) with respect to any portion of the amount that is
in default in respect of the applicable Investment or Expense, as the case may
be, the General Partner shall deliver an additional Drawdown Notice in
accordance with Section 5.02(c) to the Investors who are required to make
Capital Contributions in respect of such Investment or Expense (other than any
Defaulting Investor with respect to the Investment or Expense, as the case may
be, in respect of which the Event of Default arose and any Excused Investor with
respect to such Investment, if applicable), and the required Capital
Contribution of each such Investor shall be increased by an amount calculated
(without giving effect to any Investor who is not such an Investor) with respect
to the amount that remains to be funded in accordance with Section 5.02(b);
provided that (i) with respect to a Default in connection with a Capital
Contribution required in respect of a proposed Investment, if (but only to the
extent) necessary to address accounting, tax or regulatory considerations
applicable to, or arising in connection with, such proposed Investment, the
General Partner may, in its discretion, require that such applicable portion of
the Capital Contribution be funded by Capital Contributions made only by the
Investors in one or more Investment Portions with respect to such Investment
that are not affected by such accounting, tax or regulatory considerations, pro
rata in proportion to their Available Commitment Percentages (calculated (i)
after giving effect to the Capital Contributions specified in any prior Drawdown
Notice and (ii) without giving effect to the Available Capital Commitment of the
General Partner, each Investor who is an Excused Investor in respect of such
Investment, and the Investors in any Investment Portion that are affected by
such accounting, tax or regulatory considerations) and (ii) no other Investor
shall be required to make a Capital Contribution in excess of 130% of the
Capital Contribution that would otherwise have been required from such Investor
but for the provisions of Section 5.03(d) and this Section 5.04(e).

      (f) Subject to Sections 5.04(c) and 5.04(d), the General Partner may take
either or both of the following actions in respect of the Available Capital
Commitment of any Defaulting Investor:


                                       37


            (i) seek commitments of capital from additional investors (which may
      in the discretion of the General Partner include existing Limited
      Partners) up to the amount of the Defaulting Investor's Available Capital
      Commitment. If any such commitment is received from any existing Limited
      Partner, such Limited Partner's Capital Commitment and Available Capital
      Commitment shall be increased accordingly. If any such commitment is
      received from an investor that is not an existing Limited Partner, such
      investor shall, after executing such instruments and delivering such
      opinions and other documents as are in form and substance satisfactory to
      the General Partner, be admitted to the Partnership as a Substituted
      Limited Partner and shown as such on the books and records of the
      Partnership and shall be deemed to have a Capital Commitment and an
      Available Capital Commitment equal to the commitment for which such
      investor has subscribed. After the appropriate adjustment of the Capital
      Commitment and the Available Capital Commitment of the Limited Partner or
      admission of the Substituted Limited Partner, the Capital Commitment and
      Available Capital Commitment of the Defaulting Investor shall be decreased
      accordingly; and

            (ii) reduce or cancel the Available Capital Commitment of the
      Defaulting Investor on such terms as the General Partner determines in its
      discretion (which may include leaving such Defaulting Investor obligated
      to make Capital Contributions with respect to Partnership Expenses and/or,
      if applicable, Parallel Investment Expenses up to the amount of such
      Partner's Available Capital Commitment immediately prior to the time such
      Available Capital Commitment is so reduced or canceled).

      (g) The rights and remedies referred to in this Section 5.04 shall be in
addition to, and not in limitation of, any other rights available to the General
Partner or the Partnership under this Agreement or at law or in equity. An Event
of Default by any Investor in respect of any Capital Contribution shall not
relieve any other Investor of its obligation to make Capital Contributions under
this Agreement. In addition, unless the Available Capital Commitment of any
Defaulting Investor is decreased to zero pursuant to Section 5.04(f), an Event
of Default by such Defaulting Investor shall not relieve such Investor of its
obligation to make Capital Contributions subsequent to such Event of Default.

      SECTION 5.05. Certain Exclusion Circumstances. (a) If, at any time during
the term of the Partnership, the General Partner reasonably determines that any
further participation by a Limited Partner in the Partnership's affairs would be
materially detrimental to the business or commercial reputation of any Portfolio
Company, the Partnership, the other Limited Partners, the General Partner,
Greenhill or any of their respective Affiliates, the General Partner may, in its
discretion, (i) cancel the Available Capital Commitment of such Limited Partner
on such terms as the General Partner determines in its discretion (which may
include leaving such Limited Partner obligated to make Capital Contributions
with respect to Partnership Expenses or, if applicable,


                                       38


Parallel Investment Expenses up to the amount of such Partner's Available
Capital Commitment immediately prior to the time such Available Capital
Commitment is so canceled) or (ii) exclude such Limited Partner (including, if
applicable, as a Parallel Investor) from participation in one or more future
Investments.

      (b) In the circumstances described in Section 5.05(a), to the extent
determined appropriate by the General Partner in its discretion, (i) such
Limited Partner shall cease to have the right, pursuant to this Agreement and
the Delaware Act, to obtain information regarding the Partnership and its
affairs other than such information as the General Partner in its reasonable
discretion deems necessary for such Limited Partner to monitor its existing
interest in the Partnership (which shall include and may be limited to the
information furnished to such Limited Partner pursuant to Article 8), (ii) such
Limited Partner shall not be entitled to vote, and such Limited Partner's
Capital Commitment or Invested Capital, as the case may be, shall be disregarded
(in the same manner as with respect to the General Partner or any Defaulting
Investor pursuant to Section 13.02(b)), in connection with any vote or approval
of the Limited Partners sought pursuant to Section 10.02, 11.01(a), 13.01
(except Section 13.01(a)(ii)), 13.02 or any other provision of this Agreement,
except as required by applicable law and unless any such vote or approval has a
material adverse effect on such Limited Partner's interests in Investments
existing at the time of such action by the General Partner pursuant to clause
(a) or (b) above, and (iii) such Limited Partner shall cease to have the right
to attend meetings of the LP Advisory Committee called by the General Partner
pursuant to Section 2.10. Any action pursuant to clause (a) or (b) above shall
have no effect on (x) such Limited Partner's interests in, and, except as
otherwise specifically provided in the immediately preceding sentence, rights
and obligations with respect to, Investments existing at the time of such
action, or (y) except as otherwise specifically provided in the immediately
preceding sentence, such Limited Partner's rights and obligations under this
Agreement, including its rights under Section 13.01 and its obligations under
Section 2.08. Any such action shall not constitute a withdrawal of such Limited
Partner from the Partnership within the meaning of the Delaware Act.

                                    ARTICLE 6
                  DISTRIBUTIONS; ALLOCATIONS; CAPITAL ACCOUNTS

      SECTION 6.01. Distributions Generally. Subject to the provisions of
Section 5.04 and Section 10.04, distributions shall be made in accordance with
this Article 6. Except as expressly set forth below, all calculations with
respect to distributions shall be made on a Partnership Investment by
Partnership Investment, and Participating Investor by Participating Investor,
basis. It is understood that the provisions set forth in this Article 6 shall
apply to all Partnership Investments made by the Partnership (other than
Parallel Investments, the terms of which are


                                       39


generally described in Article 7) and that, in making any determinations with
respect to any Investor pursuant to this Article 6 or Section 10.04 in
connection with such Partnership Investments, the performance of all Parallel
Investments shall be taken into account as if such Parallel Investments were
Partnership Investments made by the Partnership. Without limiting the generality
of the foregoing, such determinations shall, if appropriate, take into account
(i) the amount of such Investor's Invested Capital in each Parallel Investment,
and (ii) any amount paid or payable to the General Partner based upon the
performance of each Parallel Investment.

      SECTION 6.02. Distributions of Proceeds of Partnership Investments.
Subject to Section 6.03 and Section 6.05, each Participating Investor's
Investment Portion Percentage of any Proceeds from any Investment Portion of a
Partnership Investment made pursuant to this Agreement shall be distributed to
such Participating Investor.

      SECTION 6.03. Other Income. (a) Notwithstanding the provisions set forth
in Section 6.02, if the Partnership realizes any Transaction Fees, such
Transaction Fees shall be allocated and distributed to the Partners pro rata in
accordance with their Capital Commitments.

      (b) Subject to Section 10.04, all other items of income of the Partnership
that are not distributed pursuant to any other provision of this Article 6 shall
be distributed to the Partners pro rata in accordance with their Capital
Commitments (or such other allocation as the General Partner determines is
appropriate in its discretion); provided that income earned pursuant to Section
2.13 shall be distributed to the Partners in proportion to the amounts of cash
attributable to such Partners that gave rise to such income.

      SECTION 6.04. Tax Distributions. Notwithstanding the foregoing provisions
of this Article 6, the General Partner may, in its discretion, cause the
Partnership to make distributions in cash to each Partner equal to the Tax
Percentage of the net taxable income and gain allocated to such Partner in
respect of the prior year. For purposes of calculating net taxable income and
gain under this Section 6.04, each item of income, gain, loss, deduction and
credit of the Partnership shall be allocated among the Partners as nearly as
possible in the same manner as the corresponding item of income, expense, gain
or loss is allocated pursuant to the other provisions of this Article 6,
provided that no deduction shall be permitted in respect of any item whose
deductibility may, in the reasonable opinion of the General Partner, be subject
to limitations under Section 67 of the Code.

      SECTION 6.05. Other General Principles of Distribution.

      (a) Distributions of Cash. Subject to Section 10.04 and the remaining
provisions of this Section 6.05, (i) distributions of net cash Proceeds from the
Disposition of Investments shall be made as soon as reasonably practicable after
their receipt by the Partnership, and (ii)


                                       40


distributions of net cash Proceeds received by the Partnership, other than from
Dispositions of Investments, and distributions of income earned pursuant to
Section 2.13 shall be distributed as deemed appropriate by the General Partner
to Partners, but in no event less than annually. All distributions pursuant to
this Section 6.05(a) shall be made in immediately available funds in U.S.
dollars, except to the extent that distributions in U.S. dollars would be
illegal or impracticable under applicable law, in which case, to such extent,
distributions shall be made in the currency in which cash is received by the
Partnership.

      (b) Distributions in Kind. The General Partner generally intends to make
distributions in cash; provided that the General Partner may distribute
securities or other property if the General Partner reasonably believes that
such distribution in kind is in the best interest of the Partnership. Prior to
the dissolution of the Partnership, the Partnership shall not, without the
approval of the LP Advisory Committee, make any distributions in kind of
securities unless such securities are Marketable Securities. In connection with
the dissolution of the Partnership, subject to Section 10.04, the Partnership
may distribute in kind any securities (whether or not Marketable Securities) or
other property constituting all or any portion of a Partnership Investment in
such amounts as the General Partner shall in its discretion determine. Subject
to Article 7, in any distribution of property in kind, the General Partner shall
not discriminate among the Limited Partners in respect of such Partnership
Investment but shall in any such distribution (i) distribute to the applicable
Limited Partners property of the same type and tax basis and (ii) if cash and
property in kind are to be distributed simultaneously in respect of any
Partnership Investment, distribute cash and property in kind in the same
proportion to each such Limited Partner; provided that, to the extent necessary
to address regulatory or other similar considerations, the General Partner may
distribute such cash and property in kind in different proportions; and provided
further that the General Partner may make distributions to itself of property in
kind in lieu of cash. For purposes of allocations pursuant to Section 6.08, (i)
Marketable Securities shall be valued at their trading price on the principal
securities exchange on which such securities were traded at the close of the
trading day immediately prior to such distribution, or if such securities are
not primarily traded on a securities exchange, their closing bid prices as shown
by the National Association of Securities Dealers Automated Quotation System or
comparable established over-the-counter trading system on the trading day
immediately prior to such distribution, and adjusted, if appropriate, taking
into account any factors which are customarily taken into account in determining
whether the fair value of the securities is greater or less than the market
price and (ii) all other property to be distributed in kind shall be valued at
the fair market value thereof by the General Partner on a date as near as
reasonably practicable to the date of notice of such distribution. The General
Partner and the LP Advisory Committee will consult each other with a view to
agreeing upon the valuation of any property to be distributed in kind that is
not Marketable Securities but, in any event, the LP Advisory Committee shall
have the right, exercisable within 7 days of receipt of the General Partner's
proposed valuation, to


                                       41


require the General Partner to appoint an independent party to determine the
valuation of such securities.

      If any Investor notifies the General Partner (or other liquidator
described in Section 10.03) that such Investor is prohibited by applicable law
or regulation from holding directly the property to be distributed in kind or
the holding of such property by such Investor would have a material adverse
effect on such Investor, subject to compliance with applicable law, such
Investor may designate any other Person to receive such distribution or the
General Partner (or such liquidator) shall, in lieu of making such distribution
in kind to such Investor and to the extent permitted by applicable law, use its
reasonable efforts to sell such property on such Investor's behalf on terms
acceptable to such Investor and, upon such sale, the General Partner shall
promptly distribute to such Investor the net proceeds of such sale. The amount
of such net proceeds received in any such sale shall not affect the value of
such property for purposes of any calculation under Article 6 or Article 10,
which value for purposes of Article 6 or Article 10 shall be determined pursuant
to Section 6.05(b) or Section 10.04.

      (c) Withholding of Certain Amounts. Notwithstanding anything else
contained in this Agreement, the General Partner may, in its discretion,
withhold from any distribution of cash or property in kind to any Investor
pursuant to this Agreement, the following amounts:

            (i) any amounts due from such Investor to the Partnership or to the
      General Partner pursuant to this Agreement to the extent not otherwise
      paid (including, without limitation, Default Amounts); and

            (ii) any amounts required to pay, or to reimburse (on a net
      after-tax basis) any Indemnified Person for the payment of, any taxes and
      related expenses that the General Partner in good faith determines to be
      properly attributable to such Investor (including, without limitation,
      withholding taxes and interest, penalties, additions to tax and expenses
      described in the second paragraph of Section 9.01(b) incurred in respect
      thereof).

      Any amounts so withheld pursuant to this Section 6.05(c) shall be applied
by the General Partner to discharge the obligation in respect of which such
amounts were withheld.

      (d) Treatment of Certain Amounts Withheld. Notwithstanding anything else
in this Agreement, all amounts withheld by the General Partner pursuant to
Section 6.05(c) and all amounts that the General Partner determines in good
faith to be properly withheld or otherwise paid by any Person on behalf of any
Investor pursuant to the Code or any provision of any state, local or non-U.S.
tax law, shall be treated as if such amounts were realized and recognized by the
Partnership and distributed to such Investor pursuant to Section 6.02.


                                       42


      (e) Amounts Held in Reserve. In addition to the rights set forth in
Section 6.05(c), the General Partner shall have the right, in its discretion, to
withhold amounts otherwise distributable by the Partnership to the Investors in
order to maintain the Partnership in a sound financial and cash position and to
make such provision as the General Partner in its discretion deems necessary or
advisable for any and all liabilities and obligations, contingent or otherwise,
of the Partnership (other than the obligation of the Partnership to pay for the
purchase price of Partnership Investments) or if, following such distribution,
the aggregate of the balances on any Partner's Capital Account would be less
than zero.

      (f) Reinvestment of Dividends and Interest. Notwithstanding the foregoing
provisions of this Article 6, the General Partner, in its sole discretion, may
cause the Partnership to retain (and not to distribute to Investors) all or any
portion of any cash dividends or cash interest payments received by the
Partnership in connection with any Investment and to reinvest such Proceeds in
the Person or group of Affiliated Persons in which such Investment was made.

      (g) Delaware Act. Notwithstanding anything in this Agreement to the
contrary, the Partnership shall not make any distributions except to the extent
permitted under the Delaware Act.

      SECTION 6.06. Loans and Withdrawal of Capital. No Partner shall be
permitted to borrow, or to make an early withdrawal of, any portion of its
Capital Account.

      SECTION 6.07. Capital Accounts; Allocations.

      (a) Capital Accounts. There shall be established for each Partner on the
books and records of the Partnership a capital account (a "Capital Account"),
which shall initially be zero. The Capital Account of each Partner shall be:

            (i) credited with any Partnership Capital Contributions made by such
      Partner;

            (ii) credited with any allocations of income, profit or gain of the
      Partnership to such Partner;

            (iii) debited by the amount of cash (or the fair market value of
      other property as determined by the General Partner pursuant to Section
      6.05(b)) distributed by the Partnership to such Partner; and

            (iv) debited by any allocations of expense (other than any expense
      that should properly be included in the basis of any asset of the
      Partnership), deduction or loss of the Partnership to such Partner.


                                       43


      (b) Partnership Expenses. Partnership Expenses funded by or for the
account of any Partner in accordance with Section 4.03 shall be debited against
the Capital Account of such Partner. Amounts applied by the Partnership to fund
any Partner's share of any Partnership Investment Expense as contemplated by
Section 4.04(iv) shall be credited to the Capital Account of such Partner.

      (c) Interest Expenses. Interest expense and other expenses in respect of a
borrowing made pursuant to Section 2.04 shall be allocated to each Partner in
respect of whom such borrowing was made, pro rata in accordance with such
Partner's share of such borrowing, as determined by the General Partner.

      (d) Residual Allocations. Prior to dissolution of the Partnership, the
Partnership's remaining net income or net loss (after giving effect to
subparagraphs (a), (b) and (c) above) and each item of income, gain, loss,
deduction or expense included in the determination of such net income or net
loss shall be allocated among the Partners in a manner consistent with the
corresponding distributions made or to be made pursuant to this Article 6.

      (e) Allocations upon Dissolution. Upon the dissolution of the Partnership,
the realized gains and losses of the Partnership attributable to sales of assets
pursuant to Section 10.04 and the unrealized gains and losses of the assets to
be distributed pursuant to Section 10.04 shall be allocated among the Partners
in a manner consistent with the distribution provisions of this Article 6.

      (f) Timing of Allocations on Dispositions of Partnership Investments. In
connection with the disposition of Partnership Investments, allocations of
profit and loss shall be made from time to time within any fiscal year to the
extent necessary to effect the intent of the distribution provisions of this
Article 6 and Article 10.

      (g) Qualified Income Offset. Notwithstanding anything else contained in
this Article 6, if any Partner has a deficit Capital Account for any fiscal
period as a result of any adjustment of the type described in Treasury
Regulation Section 1.704-1(b)(2)(ii)(d)(4) through (6), then the Partnership's
income and gain will be specially allocated to such Partner in an amount and
manner sufficient to eliminate such deficit as quickly as possible. Any special
allocation of items of income or gain pursuant to this paragraph shall be taken
into account in computing subsequent allocations pursuant to this Article 6 so
that the cumulative net amount of all items allocated to each Partner shall, to
the extent possible, be equal to the amount that would have been allocated to
such Partner if there had never been any allocation pursuant to this paragraph.


                                       44


      (h) Compliance with Applicable Regulations. It is intended that the
Capital Accounts will be maintained at all times in accordance with Section 704
of the Code and applicable Treasury regulations thereunder, and that the
provisions hereof relating to the Capital Accounts be interpreted in a manner
consistent therewith. The General Partner shall be authorized in its discretion
to make appropriate adjustments to the allocations of items to comply with
Section 704 of the Code or applicable Treasury regulations thereunder; provided
that no such change shall have an adverse effect upon the amount distributable
to any Partner hereunder.

      SECTION 6.08. Tax Allocations. For federal, state and local income tax
purposes, each item of income, gain, loss, deduction and credit of the
Partnership shall be allocated among the Partners as nearly as possible in the
same manner as the corresponding item of income, expense, gain or loss is
allocated pursuant to the other provisions of this Article 6.

                                    ARTICLE 7
                              PARALLEL INVESTMENTS

      SECTION 7.01. Parallel Investments Generally. (a) Pursuant to, and subject
to the limitations contained in, Section 3.03, the General Partner may structure
all or part of a Partnership Investment by any Investor (or group of Investors)
as a Parallel Investment outside the Partnership directly by such Investor (or
group of Investors) or indirectly through any Parallel Investment Vehicle. The
specific terms applicable to each Parallel Investment shall be set forth in an
agreement or agreements between the General Partner and the Parallel Investors
participating in such Parallel Investment, and shall be substantially similar to
those contained in this Agreement with respect to Partnership Investments made
by the Partnership including, mutatis mutandis, the provisions of Section
1.06(b), Article 6 and Section 10.04 with respect to the determination of the
distributions that the Investors are entitled to receive in respect of such
Parallel Investment based upon the performance of such Parallel Investment and
other Partnership Investments made pursuant to this Agreement. The terms of the
agreement or agreements referred to in the immediately preceding sentence shall
apply only to the particular Parallel Investment or Parallel Investments covered
by such agreement or agreements.

      (b) Notwithstanding anything in this Agreement to the contrary, including
the provisions of Section 7.01(a), the General Partner and the Investors
acknowledge and agree that (i) each Parallel Investment shall be made for the
sole benefit of the Participating Parallel Investors in respect of such Parallel
Investment (and not made for the benefit of the Partnership), (ii) no Parallel
Investment shall constitute or be deemed to be an asset of the Partnership for
any purpose and (iii) no creditor of the Partnership shall have any recourse or
claim against any Parallel Investment or be entitled reasonably to rely on the
existence of any


                                       45


Parallel Investment in extending credit to the Partnership. Without limiting the
generality of the foregoing, (A) no Parallel Investment shall be set forth on
the books and records of the Partnership or, except as otherwise required by
law, listed on the tax returns to be filed by the Partnership, and (B) the
Partnership shall not use any of its funds to acquire or otherwise make any
Parallel Investment.

      SECTION 7.02. Parallel Investment Expenses. (a) General Principle.
Notwithstanding any provision in this Agreement to the contrary, the General
Partner and the Investors acknowledge and agree that (i) no Parallel Investment
Expenses shall be incurred for the benefit of, or borne by, the Partnership,
(ii) Parallel Investment Expenses shall not constitute or be deemed to be
Partnership Expenses for any purpose and (iii) no creditor whose claims arise in
connection with any Parallel Investment shall have any recourse or claim against
the Partnership or any Partnership Investment by the Partnership or be entitled
reasonably to rely on the existence of the Partnership or any Partnership
Investment by the Partnership in extending credit to any Parallel Investor or
with respect to such Parallel Investment. Without limiting the generality of the
foregoing, (A) no Parallel Investment Expenses shall be set forth on the books
and records of the Partnership or, except as otherwise required by law, listed
on the tax returns to be filed by the Partnership and (B) the Partnership shall
not use any of its funds to pay or otherwise satisfy any Parallel Investment
Expenses.

      (b) Responsibility for Parallel Investment Expenses Among Parallel
Investors. The Partners agree that, as among the Parallel Investors,
responsibility for Parallel Investment Expenses will be determined as set forth
in this Section 7.02(b) and shall be paid out of the funds set forth in Section
7.02(c) at such time after such Parallel Investment Expenses arise as the
General Partner determines in its discretion:

            (i) subject to Section 7.02(b)(ii), any Parallel Investment Expenses
      attributable to any Parallel Investment shall be paid by the Participating
      Parallel Investors pro rata in accordance with their respective Investment
      Percentages in such Parallel Investment; and

            (ii) notwithstanding clause (i) above, the General Partner may
      calculate the contribution to be made by Participating Parallel Investors
      with respect to any Parallel Investment Expense on any other basis
      (including requiring certain, but not all, such Parallel Investors or
      other Investors to fund such Expense) if the General Partner reasonably
      determines that such other basis is clearly more equitable.

      (c) Sources of Funds for Payment by Parallel Investors of Parallel
Investment Expenses. Parallel Investment Expenses shall be paid by or on behalf
of the Parallel Investors to the extent provided in Section 7.02(b) through any
one or more of the following sources of funds, determined by the General Partner
in its discretion:


                                       46


            (i) Capital Contributions by the Parallel Investors in accordance
      with Article 5;

            (ii) the withholding, pursuant to the provisions of the agreement
      governing any Parallel Investment or Parallel Investment Vehicle, of
      amounts (whether realized through the sale of securities comprising
      Parallel Investments or otherwise) payable or distributable to the
      Parallel Investors;

            (iii) reserves set aside for the payment of such expenses pursuant
      to the provisions of the agreement governing any Parallel Investment or
      Parallel Investment Vehicle;

            (iv) amounts required to be contributed by the Parallel Investors
      pursuant to the provisions of the agreement governing any Parallel
      Investment or Parallel Investment Vehicle that correspond to Section 9.03,
      as contemplated by Section 9.04; or

            (v) in accordance with the last sentence of Section 7.02(a).

      SECTION 7.03. Parallel Investor Borrowings. The General Partner shall not
on behalf of any Parallel Investor, except in connection with the payment of any
Parallel Investment Expenses and subject to Section 2.04, (i) incur any
indebtedness for borrowed money, (ii) guarantee the indebtedness for borrowed
money of any Person or (iii) otherwise become contingently liable with respect
to any indebtedness for borrowed money of any Person.

      SECTION 7.04. Consequences upon Default. Upon any Event of Default by an
Investor, with respect to any Parallel Investment in which such Defaulting
Partner is a Participating Parallel Investor, the General Partner shall be
entitled to pursue any and all of the remedies set forth in Section 5.04. Each
Investor hereby agrees to do and to take any and all such further things and
actions, and to execute and deliver any and all such further agreements,
instruments and documents, as may be necessary or desirable to give effect to
this Section 7.04. Notwithstanding any such Event of Default, the General
Partner may, in its discretion, release such Partner from its obligations under
this Section 7.04 to the extent and on such terms as the General Partner
determines in its discretion.


                                       47


                                    ARTICLE 8
                           REPORTS TO LIMITED PARTNERS

      SECTION 8.01. Reports. (a) The books of account and records of the
Partnership shall be audited as of the end of each fiscal year by the
Partnership's independent public accountants. All reports provided to the
Limited Partners pursuant to this Section 8.01 shall be prepared in accordance
with U.S. generally accepted accounting principles, consistently applied,
including presentation of the fair value of Partnership Investments.

      The Partnership's independent public accountants shall initially be Ernst
& Young LLP. The General Partner may, in its discretion, for any fiscal year of
the Partnership after December 31, 2000, change the Partnership's independent
public accountants; provided that the Partnership's independent public
accountants selected by the General Partner after consultation with the LP
Advisory Committee shall be a nationally recognized independent certified public
accounting firm.

      (b) Not later than 60 days after the end of each fiscal quarter (other
than the fourth quarter), the General Partner shall prepare and mail to each
Person who was a Partner during such fiscal quarter an unaudited report setting
forth as of the end of such fiscal quarter:

            (i) a balance sheet of the Partnership as of the end of such fiscal
      quarter; and

            (ii) an income statement of the Partnership for such fiscal quarter.

      (c) Not later than 90 days after the end of each fiscal year, the General
Partner shall prepare, and shall mail to each Partner, a report audited by the
independent public accountants setting forth as of the end of such fiscal year:

            (i) a balance sheet of the Partnership as of the end of such fiscal
      year;

            (ii) an income statement of the Partnership for such fiscal year;

            (iii) a statement of the Partnership's capital for such year; and

            (iv) a statement in reasonable detail of adjustments to such
      Partner's Capital Account for such fiscal year, and a statement of such
      Partner's closing Capital Account balance for such fiscal year.


                                       48


      (d) In addition, not later than 60 days after the end of each fiscal
quarter, the General Partner shall prepare and mail to each Partner a report
setting forth as of the end of such fiscal quarter:

            (i) a list of the Partnership's current Partnership Investments and
      all current Parallel Investments;

            (ii) a summary description of new Partnership Investments made by
      the Partnership and new Parallel Investments made during such fiscal
      quarter; and

            (iii) a summary description of Partnership Investments and Parallel
      Investments disposed of during such fiscal quarter.

      (e) After the end of each fiscal year, the General Partner shall prepare
and send, or cause to be prepared and sent, as promptly as possible, and in any
event within 90 days of the close of the fiscal year (except to the extent that
delay is incurred on account of failure of any Portfolio Company to supply
necessary information in a timely manner), a federal income tax form K-1 for
each Partner, a copy of the Partnership's return filed for federal income tax
purposes and a report setting forth in sufficient detail such transactions
effected by the Partnership (and, if applicable, by such Partner as a Parallel
Investor) during such fiscal year as shall enable each Partner to prepare its
United States federal and state income tax returns, if any, and, if appropriate,
comparable materials to enable each Partner to prepare any necessary non-U.S.
income tax returns. The General Partner shall mail such materials to (i) each
Partner and (ii) each former Partner (or its successors, assigns, heirs or
personal representatives) who may require such information in preparing its
United States federal and state or non-U.S. income tax returns.

                                    ARTICLE 9
                         EXCULPATION AND INDEMNIFICATION

      SECTION 9.01. Exculpation and Indemnification. (a) No Indemnified Person
shall be liable to the Partnership or to the Partners for any losses, claims,
damages or liabilities arising from, related to, or in connection with this
Agreement or the Partnership's business or affairs (including any act or
omission by any Indemnified Person and any activity of the type or character
disclosed or contemplated in Section 2.05), except for any losses, claims,
damages or liabilities resulting from such Indemnified Person's gross negligence
or willful misconduct. The foregoing provision shall not affect the General
Partner's obligation to correct any allocations to the Capital Accounts of the
Partners pursuant to Section 6.07 or distributions to the Partners pursuant to
Section 6.02 or 6.03 if such allocations or distributions were not made in
accordance with this


                                       49


Agreement. In addition, no Indemnified Person shall be liable to the Partnership
or to the Partners with respect to the accuracy or completeness of any
information furnished by such Indemnified Person or any other Indemnified Person
regarding any Portfolio Company where such information is obtained from a third
party (including, without limitation, a Portfolio Company) and not prepared by
an Indemnified Person. Notwithstanding the foregoing provisions of this Section
9.01(a), no provision of this Agreement shall constitute a waiver or limitation
of any Limited Partner's rights under the U.S. federal securities laws.

      (b) The Partnership shall, to the fullest extent permitted by applicable
law, indemnify and hold harmless each Indemnified Person against any losses,
claims, damages or liabilities (other than Parallel Investment Expenses) arising
out of, related to or in connection with this Agreement or the Partnership's
business or affairs, except for any such losses, claims, damages or liabilities
resulting from such Indemnified Person's gross negligence or willful misconduct.
Subject to the immediately succeeding sentence, the Partnership will
periodically reimburse each Indemnified Person for all expenses (including fees
and expenses of counsel) as such expenses are incurred in connection with
investigating, preparing, pursuing or defending any Proceeding related to,
arising out of or in connection with this Agreement or the Partnership's
business or affairs whether or not pending or threatened and whether or not any
Indemnified Person is a party thereto; provided that such Indemnified Person
shall promptly repay to the Partnership the amount of any such reimbursed
expenses paid to it if it shall be judicially determined by judgment or order
not subject to further appeal or discretionary review that such Indemnified
Person is not entitled to be indemnified by the Partnership in connection with
such matter as provided in the exception contained in the immediately preceding
sentence. If for any reason (other than the gross negligence or willful
misconduct of such Indemnified Person) the foregoing indemnification is
unavailable to any Indemnified Person, or insufficient to hold it harmless, then
the Partnership shall contribute to the amount paid or payable by such
Indemnified Person as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative benefits received by the
Partnership, on the one hand, and such Indemnified Person, on the other hand,
or, if such allocation is not permitted by applicable law, to reflect not only
the relative benefits referred to above but also any other relevant equitable
considerations.

      Each Partner covenants for itself and its successors, assigns, heirs and
personal representatives that such Person will, at any time prior to or after
dissolution of the Partnership, whether before or after such Person's withdrawal
from the Partnership, pay to the Partnership or the General Partner on demand
any amount which the Partnership or the General Partner, as the case may be,
properly pays in respect of taxes (including withholding taxes) imposed upon
income of, or distributions in respect of Partnership Investments made to, such
Partner.


                                       50


      (c) Notwithstanding anything else contained in this Agreement, the
exculpation provisions under Section 9.01(a) and the reimbursement, indemnity
and contribution obligations of the Partnership under Section 9.01(b) (the
"Indemnification Obligations") shall:

            (i) be in addition to any liability which the Partnership may
      otherwise have;

            (ii) extend upon the same terms and conditions to the officers,
      directors, members, employees, Affiliates, stockholders, agents and
      representatives of each Indemnified Person;

            (iii) be binding upon and inure to the benefit of any successors,
      assigns, heirs and personal representatives of each Indemnified Person;
      and

            (iv) be limited to the sum of (x) the assets of the Partnership,
      plus (y) the amount of all Partners' aggregate Available Capital
      Commitments, plus (z) subject to Section 9.03, the aggregate amount of all
      distributions previously made by the Partnership to the Partners; provided
      that if such sum is insufficient to fulfill the Partnership's obligations
      under this Article 9, the General Partner may, in its discretion, seek to
      satisfy such obligation out of the assets of a Parallel Investment made
      pursuant to this Agreement.

      (d) To the extent that, at law or in equity, any Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Partnership or to any Partner, the General Partner and any other Indemnified
Person acting in connection with the Partnership's affairs shall not be liable
to the Partnership or to any Partner for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the extent
that they restrict the duties and liabilities or rights and powers of any
Indemnified Person otherwise existing at law or in equity, are agreed by the
Partners to replace such other duties, liabilities, rights and powers of such
Indemnified Person.

      (e) The General Partner and the Investors acknowledge and agree that the
terms of each Parallel Investment or Parallel Investment Vehicle shall include
provisions applicable to such Parallel Investment or Parallel Investment Vehicle
substantially identical to the provisions of this Section 9.01 and Section 9.02.

      (f) The General Partner may cause the Partnership to purchase and maintain
insurance coverage reasonably satisfactory to the General Partner that provides
the Partnership with coverage with respect to losses, claims, damages,
liabilities and expenses that would otherwise be Indemnification Obligations.
The fees and expenses incurred in connection with obtaining and


                                       51


maintaining any such insurance policy or policies, including any commissions and
premiums, shall be Partnership Administrative Expenses.

      (g) With respect to any Indemnification Obligation that is also an
obligation of any Related Fund (a "Shared Obligation"), the General Partner and
the general partner of each Related Fund that is liable under such Shared
Obligation shall allocate any amounts due to any Person under such Shared
Obligation pro rata among the Partnership and such Related Funds in accordance
with the aggregate Capital Commitments of the Limited Partners and the limited
partners in the Related Funds.

      SECTION 9.02. Forum Selection. (a) To the fullest extent permitted by
applicable law, the General Partner and each Investor hereby agree that any
claim, action or proceeding by any Investor seeking any relief whatsoever
against any Indemnified Person based on, arising out of or in connection with
this Agreement or the Partnership's affairs shall be brought only in the federal
courts, or if federal court jurisdiction is unavailable in the state courts,
located in the State of Delaware or the State of New York, Borough of Manhattan,
and not in any other State or Federal court in the United States of America or
any court in any other country. The General Partner and each Investor
acknowledge that, in the event of any breach of this provision, the Indemnified
Persons have no adequate remedy at law and shall be entitled to injunctive
relief to enforce the terms of this Section 9.02.

      (b) EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

      SECTION 9.03. Return of Distributions. (a) Notwithstanding anything else
contained in this Agreement, if the Partnership incurs an Indemnification
Obligation and the amount of reserves, if any, specifically identified by the
Partnership with respect to such Indemnification Obligation is less than the
amount of such Indemnification Obligation, the General Partner may require each
Limited Partner to repay to the Partnership, at any time or from time to time,
whether before or after dissolution of the Partnership or before or after such
Person's withdrawal from the Partnership, in satisfaction of such Limited
Partner's share of such Indemnification Obligation, all or any portion of the
amount of the distributions previously made by the Partnership to such Limited
Partner to the extent of such Limited Partner's share of such Indemnification
Obligation; provided that no Partner shall be required to make a repayment of
any distributions pursuant to this Section 9.03(a) at any time after the third
anniversary of the date on which such distributions were made by the
Partnership, or to repay any amount which, together with all such amounts
previously repaid pursuant to this Section 9.03(a), would exceed the lesser of
(i) the total amount of distributions previously received by such Partner (or
the


                                       52


predecessor-in-interest to such Partner) from the Partnership and (ii) an amount
equal to 25% of such Partner's Capital Commitment.

      (b) To the extent that the remedies provided in Section 9.03(a) are
insufficient to hold any Indemnified Person harmless in connection with an
Indemnification Obligation of the Partnership, each Investor shall pay, in
satisfaction of such Investor's remaining share of such Indemnification
Obligation, to the Indemnified Persons, in such Investor's individual capacity,
at any time or from time to time, whether before or after the dissolution of the
Partnership or before or after such Investor's withdrawal from the Partnership,
all or any portion of the amount of distributions previously made to such
Investor in respect of Parallel Investments to the extent of such Investor's
remaining share of such Indemnification Obligation; provided that no Investor
shall be required to make a contribution pursuant to this Section 9.03(b) with
respect to any distributions at any time after the third anniversary of the date
on which such distributions were made by the Partnership, or to contribute any
amount which, together with all such amounts previously contributed pursuant to
this Section 9.03(b), would exceed the lesser of (i) the total amount of
distributions previously received by such Investor (or the
predecessor-in-interest to such Investor) with respect to Parallel Investments
and (ii) an amount equal to 25% of such Partner's Capital Commitment.

      (c) The provisions of this Section 9.03 shall be in addition to and not
affect the obligations of the Limited Partners under the Delaware Act or any
other provision of applicable law. Nothing in this Section 9.03 is intended to
expand the rights of Indemnified Parties to indemnification, contribution or
reimbursement under Section 9.01.

      SECTION 9.04. Parallel Investments. The Partners agree that the terms of
each Parallel Investment shall include provisions applicable to such Parallel
Investment substantially identical to the provisions of Section 9.01, Section
9.02 and Section 9.03.

                                   ARTICLE 10
                   DURATION AND DISSOLUTION OF THE PARTNERSHIP

      SECTION 10.01. Duration. The term of the Partnership shall continue until
June 30, 2010, unless the Partnership is sooner dissolved pursuant to Section
10.02; provided that, subject to Section 10.02, the General Partner may extend
the term of the Partnership for up to two additional successive one-year terms
following the expiration of such initial term, and provided further that the
General Partner may extend the term of the Partnership for the second of such
one-year terms only upon the approval of the Advisory Committee.


                                       53


      SECTION 10.02. Dissolution. Subject to the Delaware Act, the Partnership
shall be dissolved and its affairs shall be wound up upon the earliest of:

      (a) the expiration of the term of the Partnership provided in Section
10.01;

      (b) the written consent of the General Partner and the Required Limited
Partners to dissolve the Partnership, which consent shall not be effective
unless each Related Fund is also being concurrently dissolved;

      (c) a decision made by the General Partner, in its discretion after
consultation with counsel, to dissolve the Partnership because it has determined
in good faith that (i) changes in any applicable law or regulation would have a
material adverse effect on the continuation of the Partnership or (ii) such
action is necessary or desirable as provided in Section 2.03;

      (d) an event of withdrawal of the General Partner (within the meaning of
the Delaware Act) unless, (i) at the time there is at least one remaining
general partner of the Partnership and all remaining general partners shall
agree to continue the business of the Partnership without dissolution, or (ii)
if there is no remaining general partner of the Partnership, the Required
Limited Partners agree in writing or vote within 90 days of such event of
withdrawal to continue the business of the Partnership and to the appointment of
a successor general partner of the Partnership, effective as of the date of such
event;

      (e) the entry of a decree of judicial dissolution under Section 17-802 of
the Delaware Act;

      (f) at any time there are no limited partners of the Partnership, unless
the Partnership is continued in accordance with the Delaware Act.

      SECTION 10.03. Liquidation of Partnership. Upon dissolution, the
Partnership's business shall be liquidated in an orderly manner. Except as
provided in the immediately succeeding sentence, the General Partner shall be
the liquidator to wind up the affairs of the Partnership pursuant to this
Agreement. If there shall be no General Partner or if the Partnership shall be
dissolved pursuant to Section 10.02(d), the Limited Partners, upon the approval
of the Required Limited Partners, may approve one or more liquidators to act as
the liquidator in carrying out such liquidation. In performing its duties,
subject to the Delaware Act, the liquidator is authorized to sell, distribute,
exchange or otherwise dispose of the assets of the Partnership in any reasonable
manner that the liquidator shall determine to be in the best interest of the
Partners.


                                       54


      SECTION 10.04. Distribution Upon Dissolution of the Partnership. Upon
dissolution of the Partnership, the liquidator winding up the affairs of the
Partnership shall determine in its discretion which assets of the Partnership
shall be sold and which assets of the Partnership shall be retained for
distribution in kind to the Partners. Subject to Section 6.05(b), assets to be
distributed in kind shall be valued by the liquidator in its discretion. Subject
to the Delaware Act, after all liabilities of the Partnership have been
satisfied or duly provided for, the remaining assets of the Partnership shall be
distributed to the Partners pro rata in accordance with their positive Capital
Account balances, as adjusted in accordance with Article 6 (including, without
limitation, adjustments attributable to sales of assets pursuant to this Section
10.04 and adjustments to reflect unrealized gain or loss in the assets to be
distributed).

      (a) In the discretion of the liquidator, and subject to the Delaware Act,
a portion of the distributions that would otherwise be made to the General
Partner and the Limited Partners pursuant to this Section 10.04 may be:

            (i) distributed to a trust established for the benefit of the
      Partners for purposes of liquidating Partnership assets, collecting
      amounts owed to the Partnership, and paying any liabilities or obligations
      of the Partnership or the General Partner arising out of, or in connection
      with, this Agreement or the Partnership's affairs; or

            (ii) withheld, with respect to any Partner, to provide a reserve for
      the payment of such Partner's share of future Partnership Expenses;
      provided that such withheld amounts shall be distributed to the Partners
      as soon as the liquidator determines, in its discretion, that it is no
      longer necessary to retain such amounts.

      The assets of any trust established in connection with clause (i) above
shall be distributed to the Partners from time to time, in the discretion of the
liquidator, in the same proportions as the amount distributed to such trust by
the Partnership would otherwise have been distributed to the Partners pursuant
to this Agreement.

      (b) Each Partner shall look solely to the assets of the Partnership for
the return of such Partner's aggregate Invested Capital in Partnership
Investments, and no Partner shall have priority over any other Partner as to the
return of such Invested Capital.

      SECTION 10.05. Withdrawal, Death or Incompetency of a Limited Partner.
Except as otherwise provided in Article 12, a Limited Partner may not withdraw
from the Partnership prior to its dissolution and winding up. Upon the death or
incompetency of an individual Limited Partner, such Limited Partner shall not be
entitled to receive the fair value or his or her interest in the Partnership
under Section 17-604 of the Delaware Act. Upon the death or incompetency of an
individual Limited Partner, such Limited Partner's executor, administrator,
guardian,


                                       55


conservator or other legal representative may exercise all of such Limited
Partner's rights for the purpose of settling such Limited Partner's estate or
administering such Limited Partner's property, except that the General Partner
may reduce or cancel the Available Capital Commitment of such Limited Partner
(on such terms as the General Partner determines in its discretion (which may
include leaving such Limited Partner obligated to make Capital Contributions
with respect to Partnership Expenses and, if applicable, Parallel Investment
Expenses up to the amount of such Limited Partner's Available Capital Commitment
immediately prior to the time such Available Capital Commitment is so reduced or
canceled)); provided that following the death of a managing director, senior
advisor or employee of Greenhill who owns an investment vehicle which is a
Limited Partner, the General Partner may reduce or cancel the Available Capital
Commitment of such Limited Partner (on such terms as the General Partner
determines in its discretion (which may include leaving such Limited Partner
obligated to make Capital Contributions with respect to Partnership Expenses
and, if applicable, Parallel Investment Expenses up to the amount of such
Limited Partner's Available Capital Commitment immediately prior to the time
such Available Capital Commitment is so reduced or canceled)). Except as
expressly provided in this Agreement, no other event affecting a Limited Partner
(including bankruptcy or insolvency) shall affect its obligations under this
Agreement or affect the Partnership.

                                   ARTICLE 11
                  TRANSFERABILITY OF GENERAL PARTNER'S INTEREST

      SECTION 11.01. Transferability of General Partner's Interest. (a) Except
as otherwise provided herein, the General Partner may not, directly or
indirectly, sell, exchange, transfer, assign, pledge, hypothecate or otherwise
dispose of all or any portion of its interest in the Partnership (any such
direct or indirect sale, exchange, transfer, assignment, pledge, hypothecation,
swap or other disposition being herein collectively called "Transfers") to any
Person (other than to a successor-in-interest (by merger or otherwise) or
assignee that is an Affiliate of Greenhill, which Transfer may be made without
the approval of any other Partner) without the prior approval of Limited
Partners (other than Defaulting Investors) and limited partners of the Related
Funds (other than defaulting partners) representing at least 75% of the
aggregate Capital Commitments of all Limited Partners (other than Defaulting
Investors) and limited partners of the Related Funds (other than defaulting
partners) at such time. If the General Partner so determines in its discretion,
and any such prior approval of the Limited Partners (if required) so provides,
the General Partner may admit any Person to whom the General Partner proposes to
make such a Transfer as an additional general partner of the Partnership, and
such transferee shall be deemed admitted to the Partnership as a general partner
of the Partnership


                                       56


immediately prior to such Transfer and shall continue the business of the
Partnership without dissolution.

      (b) Except as otherwise provided in this Article 11, the General Partner
may not withdraw from the Partnership (within the meaning of the Delaware Act)
or be removed as general partner of the Partnership.

                                   ARTICLE 12
                 TRANSFERABILITY OF A LIMITED PARTNER'S INTEREST

      SECTION 12.01. Restrictions on Transfer. (a) Subject to Section 10.05, no
Transfer of all or any part of a Limited Partner's interest in the Partnership
may be made without the prior approval of the General Partner, which approval
may be granted or withheld by the General Partner in its discretion.

      (b) The foregoing provisions of this Section 12.01 shall not apply to any
Transfer by a Limited Partner of all or any part of such Limited Partner's
interest in the Partnership to an Affiliate of such Limited Partner.

      (c) Notwithstanding the provisions of Section 12.01(b), in no event may a
Limited Partner Transfer any portion of its interest in the Partnership nor may
a Substituted Limited Partner be admitted to the Partnership if such Transfer or
such admission would, in the judgment of the General Partner, cause a
dissolution of the Partnership under the Delaware Act, cause the Partnership's
assets to be deemed to be "plan assets" for purposes of ERISA, cause the
Partnership to be an "investment company" within the meaning of the Investment
Company Act, cause the General Partner or the Manager to be in violation of the
Advisers Act, or would, in the judgment of the General Partner, violate, or
cause the Partnership to violate, any applicable law or regulation, including
any applicable federal or state securities laws. In no event shall the
Partnership participate in the establishment of a secondary market or the
substantial equivalent thereof as defined in Treas. Reg. Section 1.7704-1(c) or
the inclusion of its interests on such a market or on an established securities
market as defined in Treas. Reg. Section 1.7701-1(b), or recognize any Transfers
made on any of the foregoing by admitting the purported transferee as a Partner
or otherwise recognizing the rights of such transferee.

      SECTION 12.02. Expenses of Transfer; Indemnification. All expenses,
including attorneys' fees and expenses, incurred by the General Partner or the
Partnership in connection with any Transfer shall, unless otherwise determined
by the General Partner in its discretion, be borne by the transferring Limited
Partner or such Limited Partner's transferee (any such transferee, when admitted
and shown as such on the books and records of the Partnership, being hereinafter
called a "Substituted Limited Partner"). In addition, the transferring Limited


                                       57


Partner or such transferee shall indemnify the Partnership and the General
Partner in a manner satisfactory to the General Partner against any losses,
claims, damages or liabilities to which the Partnership or the General Partner
may become subject arising out of, related to or in connection with any false
representation or warranty made by, or breach or failure to comply with any
covenant or agreement of, such transferring Limited Partner or such transferee.

      SECTION 12.03. Recognition of Transfer; Substituted Limited Partners. (a)
No purchaser, assignee, or other recipient of all or any portion of a Limited
Partner's interest in the Partnership may be admitted to the Partnership as a
Substituted Limited Partner without the prior approval of the General Partner
(which may, in the General Partner's discretion, be withheld). If the General
Partner approves the admission of any Person to the Partnership as a Substituted
Limited Partner, such Person, as a condition to its admission as a Limited
Partner, shall execute and acknowledge such instruments (including a counterpart
of this Agreement), in form and substance satisfactory to the General Partner,
as the General Partner reasonably deems necessary or desirable to effectuate
such admission and to confirm the agreement of such Person to be bound by all
the terms and provisions of this Agreement with respect to the interest in the
Partnership acquired by such Person.

      (b) The Partnership shall not (subject to Section 10.05) recognize for any
purpose any purported Transfer of all or any part of a Limited Partner's
interest in the Partnership and no purchaser, assignee, transferee or other
recipient of all or any part of such interest shall become a Substituted Limited
Partner hereunder unless:

            (i) the provisions of Sections 12.01, 12.02 and 12.03(a) shall have
      been complied with;

            (ii) the General Partner shall have been furnished with the
      documents effecting such Transfer, in form reasonably satisfactory to the
      General Partner, executed and acknowledged by both the seller, assignor or
      transferor and the purchaser, assignee, transferee or other recipient;

            (iii) such purchaser, assignee, transferee or other recipient shall
      have represented that such Transfer was made in accordance with all
      applicable laws and regulations;

            (iv) all necessary governmental consents shall have been obtained in
      respect of such Transfer;


                                       58


            (v) the books and records of the Partnership shall have been changed
      (which change shall be made as promptly as practicable) to reflect the
      admission of such Substituted Limited Partner; and

            (vi) all necessary instruments reflecting such admission shall have
      been filed in each jurisdiction in which such filing is necessary in order
      to qualify the Partnership to conduct business or to preserve the limited
      liability of the Limited Partners.

      Upon the satisfaction of the conditions set forth in this Section 12.03,
any such purchaser, assignee, or other recipient shall become a Substituted
Limited Partner.

      SECTION 12.04. Transfers During a Fiscal Year. If any Transfer (other than
a pledge or hypothecation) of a Partner's interest in the Partnership shall
occur at any time other than the end of the Partnership's fiscal year, the
distributive shares of the various items of Partnership income, gain, loss, and
expense as computed for tax purposes and the related cash distributions shall be
allocated between the transferor and the transferee on such proper basis as the
transferor and the transferee shall agree consistent with applicable
requirements under Section 706 of the Code; provided that no such allocation
shall be effective unless (i) the transferor and the transferee shall have given
the Partnership written notice, prior to the effective date of such Transfer,
stating their agreement that such allocation shall be made on such proper basis,
(ii) the General Partner shall have consented to such allocation, and (iii) the
transferor and the transferee shall have agreed to reimburse the General Partner
for any incremental accounting fees and other expenses incurred by the General
Partner in making such allocation. If the transferor and transferee fail to give
notice to the Partnership in accordance with the proviso to the immediately
preceding sentence, all allocations shall be made in accordance with the
applicable requirements of Section 706 of the Code.

      SECTION 12.05. Securities Laws; Legends. (a) The limited partner interests
have been issued pursuant to a claim of exemption from the registration or
qualification provisions of U.S. federal and state and non-U.S. securities laws
and may not be sold or transferred without compliance with the registration or
qualification provisions of applicable U.S. federal and state and non-U.S.
securities laws or applicable exemptions therefrom.

      (b) Certificates for any limited partner interest or interests may be
issued evidencing a Limited Partner's limited partner interest. Each such
certificate shall bear such legends as may be required by applicable federal or
state laws, or as may be deemed necessary or appropriate by the General Partner
to reflect restrictions upon transfer contemplated herein.


                                       59


                                   ARTICLE 13
                                  MISCELLANEOUS

      SECTION 13.01. Amendments; Waivers. (a) Except as otherwise provided in
Section 13.01(b) and 13.01(c) and in the proviso to this Section 13.01(a), any
provision of this Agreement may be amended or waived with the approval of the
General Partner and of the Required Limited Partners; provided that, except as
provided in Section 13.01(b):

            (i) the provisions of Article 9, Section 10.01 and this Section
      13.01 may not be amended or waived without the approval of the General
      Partner and all the Limited Partners (other than any Defaulting
      Investors);

            (ii) no amendment or waiver of the provisions of this Agreement may,
      without the approval of the General Partner, the Required Limited Partners
      and the affected Limited Partner, (A) increase the liability of a Limited
      Partner beyond the liability of such Limited Partner expressly set forth
      in this Agreement (including pursuant to Section 2.03) or otherwise modify
      or affect the limited liability of such Partner, (B) change the Capital
      Commitment of such affected Limited Partner (other than as provided in
      this Agreement) or (C) change the amount or timing of distributions or the
      method of allocations (including tax allocations) made under Article 6 in
      a manner adverse to such affected Limited Partner;

            (iii) any requirement in any provision of this Agreement that a
      certain percentage of Capital Commitments is necessary for any action or
      approval of the Partners may not be amended or waived without the approval
      of the General Partner and Limited Partners (and limited partners of the
      Related Funds) having Capital Commitments representing in aggregate at
      least such specified percentage of Capital Commitments; and

            (iv) no amendment of any provision of the Agreement shall be
      effective against any BHC Partner that would amend the definition of BHC
      Partner or the provisions of Section 2.16 (with respect to the rights of
      BHC Partners), without the consent of each BHC Partner adversely affected
      thereby.

      (b) The provisions of Section 3.03(d)(ii) may be waived with respect to
any Limited Partner affected by Section 3.03(d)(ii) in connection with any
Investment with the approval of the General Partner and such Limited Partner
affected by Section 3.03(d)(ii) as to such Investment.

      (c) Notwithstanding any other provision of this Agreement (except clauses
(i)-(iv) of Section 13.01(a)), the General Partner may, without the approval of
any Limited Partner, amend or waive any provision of this Agreement; provided
that such amendment or waiver shall not be


                                       60


adverse to any Limited Partner. The General Partner shall give prompt notice to
each Limited Partner of any amendment of this Agreement pursuant to the
preceding sentence.

      SECTION 13.02. Approvals. (a) Each Investor agrees that, to the extent
permitted by applicable law and except as otherwise provided in this Agreement,
for purposes of obtaining or granting the approval or consent of the Investors
(including any such approval or consent required under the Advisers Act) with
respect to any proposed action (other than pursuant to Section 13.01) by the
Partnership, the General Partner or any of its Affiliates and, if applicable,
any Parallel Investors, any of the following shall bind the Partnership, the
General Partner and each Investor and shall have the same legal effect as the
written approval of the General Partner and each Investor:

            (i) the written approval of the General Partner and the Required
      Limited Partners. The General Partner may request the written approval of
      the Required Limited Partners to approve any matter required to be so
      approved by the Advisers Act;

            (ii) with respect to any such proposed action relating to a
      particular Investment, the written approval of the General Partner and
      Investors having a majority of the Invested Capital in such Investment at
      such time (it being understood that the written approval of the General
      Partner and Investors having a majority of the Invested Capital in each
      Investment Portion comprising such Investment shall not be required); and

            (iii) with respect to any such proposed action affecting certain
      (but not all) Investors, the written approval of the General Partner and
      affected Investors having a majority of the Capital Commitments of all
      such affected Investors at such time.

      (b) Notwithstanding anything else contained in this Agreement, with
respect to any provision of this Agreement (including Sections 11.01 and 13.01)
requiring the approval of Investors having a specified percentage of Invested
Capital or Capital Commitments, as the case may be, (i) for purposes of
calculating the arithmetic fraction represented by such percentage, there shall
be excluded from both the numerator and denominator of such fraction the Capital
Commitments or Invested Capital, as the case may be, of any Defaulting Investor,
and (ii) the approval of any Defaulting Investor (except in connection with
Section 13.01(a)(ii)) shall not be required.

      SECTION 13.03. Mergers and Consolidations. The Partnership may merge or
consolidate with or into one or more Delaware limited partnerships or other
business entities (as defined in the Delaware Act) pursuant to, and in
accordance with, Section 17- 211 (including Section 17-211(g)) of the Delaware
Act upon the approval of the General Partner and the Required Limited Partners;
provided that (i) in connection with any such merger or consolidation,


                                       61


no amendment of any provision of this Agreement may, directly or indirectly, be
effected without the approval required for an amendment of such provision in
accordance with Section 13.01 and (ii) the surviving entity of such merger or
consolidation shall be a Delaware limited partnership or a Delaware limited
liability company. Notwithstanding anything else contained in this Agreement
(but subject to the immediately preceding sentence), any agreement of merger or
consolidation approved in accordance with the Delaware Act may (x) effect any
amendment to this Agreement or (y) effect the adoption of a new partnership
agreement for the Partnership if it is the surviving or resulting entity in such
merger or consolidation.

      SECTION 13.04. Investment Representation. Each Partner, by executing this
Agreement, represents and warrants that its interest in the Partnership has been
acquired by it for its own account, or for the account of a commingled pension
trust or other institutional investor, previously specified in writing to the
Partnership, with respect to whom it has full investment discretion, for
investment and not with a view to resale or distribution thereof and that it is
fully aware that in agreeing to admit it as a Partner, the General Partner and
the Partnership are relying upon the truth and accuracy of this representation
and warranty.

      SECTION 13.05. Successors; Counterparts; Beneficiaries. This Agreement (i)
shall be binding as to the executors, administrators, estates, heirs and legal
successors of the Partners and (ii) may be executed in several counterparts with
the same effect as if the parties executing the several counterparts had all
executed one counterpart. The provisions of this Agreement are intended solely
to benefit the Partners and the Indemnified Persons and, to the fullest extent
permitted by applicable law, shall not be construed as conferring any benefit
upon any creditor of the Partnership (and no such creditor shall be a
third-party beneficiary of this Agreement), and no Partner shall have any duty
or obligation to any creditor of the Partnership to make any contributions or
payments to the Partnership.

      SECTION 13.06. Governing Law; Severability; Certain Matters as to the
General Partner. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. In particular, it shall be
construed to the maximum extent possible to comply with all of the terms and
conditions of the Delaware Act. If it shall be determined by a court of
competent jurisdiction that any provision or wording of this Agreement shall be
invalid or unenforceable under the Delaware Act or other applicable law, such
invalidity or unenforceability shall not invalidate the entire Agreement, in
which case this Agreement shall be construed so as to limit any term or
provision so as to make it enforceable or valid within the requirements of
applicable law, and, in the event such term or provision cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable
provisions.


                                       62


      (b) The execution and delivery by the General Partner of and the
performance by the General Partner of its obligations under this Agreement have
been duly authorized by all necessary limited liability company action on the
part of the General Partner. The General Partner has the requisite limited
liability company power and authority to execute, deliver and perform its
obligations under this Agreement. This Agreement has been duly executed and
delivered by the General Partner, constitutes a valid and binding agreement of
the General Partner, and is enforceable against the General Partner, in its
capacity as general partner of the Partnership, in accordance with its terms.

      SECTION 13.07. Further Assurance. Each Limited Partner, upon the request
of the General Partner, agrees to perform all further acts and to execute,
acknowledge and deliver any documents that may reasonably be necessary to carry
out the provisions of this Agreement.

      SECTION 13.08. Filings. The General Partner shall promptly prepare,
following the execution and delivery of this Agreement, any documents required
to be filed and recorded, or, which are in the General Partner's discretion,
appropriate for filing and recording, under the Delaware Act, and the General
Partner shall promptly cause each such document to be filed and recorded in
accordance with the Delaware Act and, to the extent required by local law, to be
filed and recorded or notice thereof to be published in the appropriate place in
each State in which the Partnership may hereafter establish a place of business.
The General Partner shall also promptly cause to be filed, recorded and
published such statements of fictitious business name and other notices,
certificates, statements or other instruments required by any provision of any
applicable law of the United States or any State or other jurisdiction which
governs the conduct of its business from time to time.

      SECTION 13.09. Power of Attorney. (a) Each Limited Partner does hereby
constitute and appoint each of the General Partner and its officers as its true
and lawful representative and attorney-in-fact, in its name, place and stead to
make, execute, sign, deliver and file (i) a Certificate of Limited Partnership
of the Partnership and any amendment thereof required because of an amendment to
this Agreement or in order to effectuate any change in the membership of the
Partnership, (ii) any amendments to this Agreement in accordance with Section
13.01, and (iii) all such other instruments, documents and certificates which
may from time to time be required by the Delaware Act, or any other
jurisdiction, to effectuate, implement and continue the valid and subsisting
existence of the Partnership or to dissolve the Partnership. Such
representatives and attorneys-in-fact shall not have any right, power or
authority to amend or modify this Agreement when acting in such capacities.

      (b) The power of attorney granted pursuant to this Section 13.09 is
coupled with an interest and shall (i) survive and not be affected by the
subsequent death, incapacity, disability, dissolution, termination or bankruptcy
of the Limited Partner granting such power of attorney or


                                       63


the transfer of all or any portion of such Limited Partner's interest in the
Partnership, and (ii) extend to such Limited Partner's successors, assigns and
legal representatives.

      SECTION 13.10. No Bill for Partnership Accounting. Subject to mandatory
provisions of law applicable to a Limited Partner and to circumstances involving
a breach of this Agreement, each of the Partners covenants that it will not
(except with the consent of the General Partner) file a bill for Partnership
accounting.

      SECTION 13.11. Goodwill. No value shall be placed on the name or goodwill
of the Partnership.

      SECTION 13.12. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile or similar writing)
and shall be given to such party at its address or facsimile number set forth in
a schedule filed with the records of the Partnership or such other address or
facsimile number as such party may hereafter specify for the purpose by notice
in like manner to the General Partner (if such party is a Limited Partner) or to
all the Limited Partners (if such party is the General Partner). Each such
notice, request or other communication shall be effective (i) if given by
facsimile, when such facsimile is transmitted to the facsimile number specified
pursuant to this Section 13.12 and the appropriate confirmation is received,
(ii) if given by mail, 72 hours after such communication is deposited in the
mails with first class postage prepaid, addressed as aforesaid, or (iii) if
given by any other means, when delivered at the address specified pursuant to
this Section 13.12; provided that (A) notices to the General Partner under
Article 5 shall not be effective until received and (B) Drawdown Notices to
Investors shall be given by facsimile, certified or express mail or special
courier service.

      SECTION 13.13. Headings. Section and other headings contained in this
Agreement are for reference only and are not intended to describe, interpret,
define or limit the scope or intent of this Agreement or any provision hereof.

      SECTION 13.14. Tax Election. The Partners agree that neither the
Partnership, the General Partner nor any Limited Partner shall take any action
pursuant to applicable regulations under Section 7701 of the Code, or that is
otherwise inconsistent with the treatment of the Partnership as a partnership
for United States federal income tax purposes.

      SECTION 13.15. Side Letters. Notwithstanding any other provision of this
Agreement, the parties hereto acknowledge that the Partnership or the General
Partner, on its own behalf or on behalf of the Partnership, without any further
act, approval or vote of any Partner, may enter into Side Letters with certain
Limited Partners which have the effect of establishing rights under, or altering
or supplementing the terms of, this Agreement or subscription agreements with
the Limited Partners. The parties hereto agree that any rights established, or
any terms of this


                                       64


Agreement or subscription agreements with the Limited Partners altered or
supplemented, in a Side Letter with any Limited Partner shall govern with
respect to such Limited Partner notwithstanding any other provision of this
Agreement or subscription agreements with the Limited Partners.


                                       65


      IN WITNESS WHEREOF, the undersigned have hereto set their hands as of the
day and year first above written.

                                    GCP, L.P.
                                       as General Partner

                                    By: GCP, LLC, its general partner


                                    By: /s/ Robert H. Niehaus
                                       -------------------------------------
                                       Name: Robert H. Niehaus
                                       Title: Senior Member


                                   David Glenn

                                       solely to reflect his withdrawal as
                                   initial Limited Partner

                                   /s/ David Glenn
                                   -----------------------------------------

Accepted and Agreed:

GREENHILL FUND MANAGEMENT CO., LLC
   solely in its capacity as Manager


By: /s/ Robert H. Niehaus
   ---------------------------------
   Name: Robert H. Niehaus
   Title: Chairman



                                   APPENDIX A

                                   DEFINITIONS

      "Admission Period" means the period commencing on the first Closing Date
and ending twelve months from the first Closing Date.

      "Advisers Act" means the U.S. Investment Advisers Act of 1940, as amended
from time to time.

      "Affiliate" of any Person means any other Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such Person. With respect to any natural person, the
term "Affiliate" shall include any member of such person's "immediate family",
as defined in Item 404(a) of Regulation S-K of the Securities and Exchange
Commission. The term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise. It is understood that, for purposes of this Agreement, the
Partnership is not an Affiliate of the General Partner, Greenhill or any of
their respective Affiliates.

      "Agreement" means this Amended and Restated Agreement of Limited
Partnership, as amended from time to time.

      "Allocable Expenses" means, with respect to any Investor at any time, the
portion of the aggregate Partnership Investment Expenses, Partnership
Administrative Expenses, Partnership Organizational Expenses and all other
Partnership Expenses (other than Management Fees) borne by such Investor prior
to such time (whether through the application of any Capital Contributions made
by such Investor, payments made pursuant to Section 9.03 or any other sources of
funds of the Partnership or any Parallel Investment attributable to such
Investor) that are allocable to all Realized Investment Portions in which such
Investor was a Participating Investor, determined by (i) dividing (A) the
aggregate amount of Capital Contributions made by all Investors with respect to
all Realized Investment Portions in which such Investor was a Participating
Investor at such time by (B) the aggregate amount of Capital Contributions made
by all Investors with respect to all Investment Portions in which such Investor
was a Participating Investor, whether Realized Investment Portions or Unrealized
Investment Portions at such time, and (ii) multiplying such amount by the
aggregate Partnership Investment Expenses, Partnership Administrative Expenses,
Partnership Organizational Expenses and all other Partnership Expenses (other
than Management Fees) borne by such Investor prior to such time.

      "Authorized Representative" has the meaning set forth in Section 2.08(a).


                                       A-1



      "Available Capital Commitment" means, with respect to the General Partner
or any Investor at any time, the excess, if any, of (a) such Person's Capital
Commitment at such time over (b) such Person's aggregate Capital Contributions
made prior to such time, subject to adjustment as provided in this Agreement.
For purposes of this definition, any Person's aggregate Capital Contributions at
any time shall be reduced by the aggregate amount theretofore repaid (as a
distribution or otherwise) to such Person: (i) as a return of Realized Invested
Capital in respect of any Interim Financing; provided that such Realized
Investment Portion is realized within 18 months after the making of such Interim
Financing; or (ii) as a result of the Investment, in respect of which such
Capital Contribution was made, having been made in a lesser amount than the
Investment Drawdown Amount specified in the applicable Drawdown Notice so long
as the repayment is effected as soon as practicable after such Investment is
made.

      "Available Commitment Percentage" means, with respect to the General
Partner or any Investor at any time, the percentage derived by dividing such
Person's Available Capital Commitment at such time by the aggregate amount of
the Available Capital Commitments of the General Partner and all Investors
(except as otherwise provided in this Agreement) at such time.

      "Borrowing Costs" means, with respect to any borrowing, any interest, fees
or other expenses attributable to such borrowing, but shall not include any
repayment of the principal amount of such borrowing.

      "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York are authorized by law to close.

      "Capital Account" has the meaning set forth in Section 6.07.

      "Capital Commitment" means, with respect to any Partner at any time, the
amount specified as such Partner's capital commitment at the time such Partner
was admitted to the Partnership (as adjusted as provided in this Agreement),
which amount shall be set forth on the books and records of the Partnership.

      "Capital Contribution" means (i) with respect to any Partnership
Investment or Partnership Expenses, a Partnership Capital Contribution and (ii)
with respect to any Parallel Investment or Parallel Investment Expenses, a
Parallel Capital Contribution. For purposes of this Agreement, a Capital
Contribution "in respect of" or "with respect to" an Investment shall mean a
contribution applied directly towards acquiring the securities comprising such
Investment, and shall not refer to a contribution applied towards any Expenses
relating to, in connection with or attributable to such Investment.


                                       A-2



      "Closing Date" means any date established by the General Partner for the
admission to the Partnership of a Limited Partner (other than a Substituted
Limited Partner) or the increase of a Limited Partner's Capital Commitment
pursuant to Section 1.07.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      "Commitment Percentage" means, with respect to any Partner at any time,
the percentage derived by dividing such Partner's Capital Commitment at such
time by Overall Capital at such time.

      "Commitment Period" means the period commencing on the first Closing Date
established pursuant to Section 1.07(a) and ending on the close of the Business
Day on or immediately following the fifth anniversary of the last Closing Date
established pursuant to Section 1.07(c); provided that if such period is
terminated by the General Partner or the Investors pursuant to Section 5.01, the
"Commitment Period" shall mean, for purposes of any provision of this Agreement,
the period commencing on such first Closing Date and ending at the time such
period is so terminated by the General Partner or by the Investors, as the case
may be.

      "Competing Fund" has the meaning set forth in Section 3.05(a).

      "Confidential Offering Memorandum" means the Confidential Offering
Memorandum dated April 2000, as amended or supplemented, relating to the
offering of limited partner interests in the Partnership.

      "Contribution Date" has the meaning set forth in Section 1.07(e).

      "Convertible Security" means any security of a Portfolio Company that is
exercisable or exchangeable for or convertible into any other security of such
Portfolio Company or any security of an Affiliate of such Portfolio Company,
including, without limitation, warrants, options, convertible or exchangeable
securities and other similar securities.

      "Default" means, except as otherwise provided in Section 2.04, any failure
of an Investor to make all or a portion of its required Capital Contribution on
the applicable Drawdown Date, unless such Investor is excused pursuant to
Section 5.03 from making such Capital Contribution.

      "Default Amount" has the meaning set forth in Section 5.04(a).

      "Defaulting Investor" means, at any time, each Investor who, at or prior
to such time, has committed a Default that has become an Event of Default.


                                       A-3



      "Delaware Act" has the meaning set forth in the first recital of this
Agreement.

      "Designated Amount" has the meaning set forth in Section 1.07(e).

      "Disposition" means any sale, exchange, transfer or other disposition of
all or any portion of any class or series of securities comprising any
Investment, including a distribution in kind to the General Partner and
Investors pursuant to Section 6.05 (or the analogous or corresponding provisions
of any agreement governing any Parallel Investment).

      "Drawdown" means a drawdown of cash contributions from one or more
Investors pursuant to a Drawdown Notice in accordance with Article 5.

      "Drawdown Date" has the meaning set forth in Section 5.02(b).

      "Drawdown Notice" has the meaning set forth in Section 5.02(a).

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

      "ERISA Partner" means any Limited Partner that is an employee benefit plan
which is subject to the provisions of Part 4 of Subtitle B of Title I of ERISA.

      "Event of Default" means any Default that shall not have been (i) cured by
the Investor who committed such Default within 20 Business Days after the
occurrence of such Default or (ii) waived by the General Partner on such terms
as determined by the General Partner in its discretion before such Default has
otherwise become an Event of Default pursuant to clause (i) hereof.

      "Excused Investor" means, with respect to any Investment, any Investor who
is excused pursuant to Section 5.03 from making all or a portion of its Capital
Contribution that would otherwise be required in respect of such Investment.

      "Expenses" means any Partnership Expenses or Parallel Investment Expenses.

      "Expenses Drawdown Amount" means the aggregate Capital Contributions to be
made by the Investors with respect to Expenses in connection with any Drawdown
pursuant to Article 5.


                                       A-4



      "Follow-On Investment" means, with respect to any Portfolio Company in
which an Investment has previously been made under this Agreement, any
additional Investment in securities of such Portfolio Company.

      "General Partner" means GCP, L.P., a Delaware limited partnership
(formerly Greenhill Capital Partners, LLC), in its capacity as a general partner
of the Partnership; provided that any reference in this Agreement to the General
Partner with respect to, in relation to or in connection with any Parallel
Investor or Parallel Investment shall be deemed a reference to the General
Partner in its individual capacity and not in its capacity as general partner of
the Partnership.

      "General Partner Expenses" has the meaning set forth in Section 4.01.

      "Greenhill" means Greenhill & Co., LLC, a Delaware limited liability
company.

      "Indemnification Obligations" has the meaning set forth in Section
9.01(c).

      "Indemnified Person" means each of the General Partner, the Manager and
their Affiliates, and the directors, officers, members, partners, employees,
stockholders, agents and representatives of the General Partner, the Manager and
their Affiliates.

      "Initial Closing Period" has the meaning set forth in Section 1.07(e).

      "Interim Financing" means any equity or debt securities that the General
Partner (i) believes in good faith, at the time the Investment by the
Partnership in such securities is made, will be refinanced within 18 months and
(ii) designates as an Interim Financing at the time of Investment. Interim
Financings not refinanced within 18 months will be treated as Investments for
purposes of this Agreement.

      "Invested Capital" of any Participating Investor, with respect to any
Investment or Investment Portion at any time, means the aggregate amount of the
Capital Contributions made by such Participating Investor with respect to such
Investment or such Investment Portion as of such time less the aggregate amount
of such Capital Contributions properly attributable to any portion of such
Investment or such Investment Portion that is the subject of any Disposition
prior to such time or has resulted in a Notional Loss.

      "Investment" has the meaning set forth in Section 3.03(e)(ii).

      "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time.


                                       A-5



      "Investment Drawdown Amount" means, with respect to any Investment covered
by a Drawdown, the aggregate Capital Contributions to be made by all of the
Investors in respect of such Investment in connection with such Drawdown
pursuant to Article 5.

      "Investment Expenses" with respect to any Investment, means all expenses
(other than Partnership Investment Vehicle Expenses and Parallel Investment
Vehicle Expenses) directly attributable to such Investment, including any
Indemnified Obligation directly attributable to such Investment and all
unreimbursed expenses incurred in connection with the making, holding,
refinancing, pledging, sale or other Disposition or proposed refinancing,
pledging, sale or other Disposition of all or any portion of such Investment.

      "Investment Percentage" of any Participating Investor in respect of any
Investment at any time, means the percentage derived by dividing the aggregate
amount of the Invested Capital of such Participating Investor at such time in
such Investment by the aggregate amount of the Invested Capital of all
Participating Investors (except as otherwise provided herein) at such time in
such Investment.

      "Investment Portion" has the meaning set forth in Section 3.03(e)(i).

      "Investment Portion Percentage" of any Participating Investor in respect
of any Investment Portion comprising all or part of any Investment at any time,
means the percentage derived by dividing the aggregate amount of the Invested
Capital of such Participating Investor at such time in such Investment Portion
by the aggregate amount of the Invested Capital in such Investment Portion of
all Participating Investors (except as otherwise provided herein) in such
Investment Portion at such time. It is understood that a Partner may participate
in any Investment through one or more Investment Portions, and such Partner will
have a separate Investment Portion Percentage with respect to each Investment
Portion in which it participates.

      "Investor" means each Limited Partner (i) in its capacity as a limited
partner of the Partnership, with respect to any Partnership Investment, any
Capital Contribution in respect of a Partnership Investment or Partnership
Expense, or other matter relating to the Partnership, and (ii) in its capacity
as a Parallel Investor, with respect to any Parallel Investment, any Capital
Contribution in respect of a Parallel Investment or Parallel Investment Expense,
or other matter relating to such Person as a Parallel Investor under this
Agreement.

      "Key Men" has the meaning set forth in Section 5.01(e).

      "LIBOR" means the rate per annum for deposits in U.S. dollars for a period
of three months for an amount approximately equal to the Default Amount at
approximately 11:00 A.M. (London time) on the Drawdown Date which appears on the
Telerate Page 3750 (or such other


                                       A-6



Telerate Page as may in the future contain the per annum rate for three- month
U.S. Dollar LIBOR). If Telerate ceases or fails to publish such a rate, the
General Partner shall in good faith designate another internationally reputable
source publishing such rate.

      "Limited Partner" means, at any time, any Person who is at such time a
limited partner of the Partnership and shown as such on the books and records of
the Partnership, in such Person's capacity as limited partner of the
Partnership.

      "LP Advisory Committee" has the meaning set forth in Section 2.10(a).

      "Management Agreement" means the Management Agreement between the Manager
and the Partnership, dated as of the date hereof, in the form attached hereto as
Exhibit A, as such agreement may be amended from time to time.

      "Manager" means Greenhill Fund Management Co., LLC, a Delaware limited
liability company or such other Affiliate of Greenhill that shall be designated
by Greenhill from time to time as the manager to the Partnership.

      "Marketable Securities" mean securities that are (A) traded on a
securities exchange, reported through the National Association of Securities
Dealers Automated Quotation System or comparable established non-U.S.
over-the-counter trading system or otherwise traded over-the-counter for which
quotations of market prices are readily available and (B) not subject to
material legal or contractual restrictions on transferability.

      "Material Adverse Effect" has the meaning set forth in Section 5.03(b).

      "New Commitment" has the meaning set forth in Section 1.07(d).

      "New Commitment Partner" has the meaning set forth in Section 1.07(d).

      "Notional Loss" means, at any date with respect to any Unrealized
Investment Portion and any Participating Investor, the amount of the clear and
permanent impairment in value, as determined by the General Partner, of such
Participating Investor's Invested Capital with respect to such Unrealized
Investment Portion as a result of the applicable Portfolio Company (i) having
defaulted in the payment on its outstanding indebtedness or (ii) having
commenced or as to which a proceeding under the U.S. Bankruptcy Code (or
comparable non-U.S. statute) has been commenced.

      "Organizational Expenses" means all expenses of organizing the Partnership
and the Related Funds, including expenses incurred by the Partnership, the
Related Funds or the General


                                       A-7



Partner in connection with the marketing and private placement of the limited
partner interests in the Partnership and the Related Funds.

      "Original Acquisition Cost" has the meaning set forth in Section 1.07(e).

      "Original Agreement" has the meaning set forth in the first recital of
this Agreement.

      "Original Investment" has the meaning set forth in Section 3.03(e)(ii).

      "Overall Capital" means, at any time, the sum of (i) the aggregate Capital
Commitments of all the Partners at such time plus (ii) the aggregate Capital
Commitments of all Partners of all Related Funds at such time.

      "Parallel Capital Contribution" means, with respect to any Parallel
Investor, a cash contribution in respect of any Parallel Investment or Parallel
Investment Expenses made by such Parallel Investor pursuant to Article 5.

      "Parallel Investment" means an investment (including a Follow-On
Investment) contemplated by this Agreement, other than through the Partnership
and other than pursuant to Section 3.07, in any equity securities or
equity-related securities (including preferred equity, subordinated debt or
similar securities), or debt securities that, in any case, is, in the sole
judgment of the General Partner at the time a Person commits to make such
investment, an appropriate investment for such Person.

      "Parallel Investment Expenses" means, with respect to any Parallel
Investment, any expenses of the type specified in Section 4.02 incurred in
connection with a Parallel Investment.

      "Parallel Investment Vehicle" means any Person formed for the purpose of
making any Parallel Investment.

      "Parallel Investment Vehicle Expenses" means, with respect to the
Investment Portion comprising all or any part of any Parallel Investment, all
expenses directly attributable to the formation, operation or administration of
the Parallel Investment Vehicle, if any, relating to such Investment Portion and
any expenses comparable to the foregoing, in the absence of a Parallel
Investment Vehicle with respect to such Investment Portion.

      "Parallel Investor" means any Partner (other than an ERISA Partner) in its
individual capacity as an investor (directly or through a Parallel Investment
Vehicle) in respect of a Parallel Investment (and not in its capacity as a
partner of the Partnership).


                                       A-8



      "Participating Investor" means, with respect to any Investment, any
Participating Partner or Participating Parallel Investor in respect of such
Investment.

      "Participating Parallel Investor" means, with respect to any Parallel
Investment, any Parallel Investor who has made a Parallel Capital Contribution
in respect of such Parallel Investment.

      "Participating Partner" means, with respect to any Partnership Investment,
any Partner who has made a Partnership Capital Contribution in respect of such
Partnership Investment.

      "Partners" means the General Partner and the Limited Partners, and
"Partner" means any Limited Partner or the General Partner.

      "Partnership" means Greenhill Capital, L.P., as such limited partnership
may from time to time be constituted.

      "Partnership Administrative Expenses" has the meaning set forth in Section
4.02(a)(iii).

      "Partnership Capital Contribution" means, with respect to any Partner, a
cash contribution in respect of any Partnership Investment or Partnership
Expenses made by such Partner to the Partnership pursuant to Article 5.

      "Partnership Expenses" has the meaning set forth in Section 4.02(a).

      "Partnership Investment" means an investment (including a Follow-On
Investment) by the Partnership in any equity securities or equity-related
securities (including preferred equity, convertible debt or similar securities),
or debt securities or that, in any case, is, in the sole judgment of the General
Partner at the time the Partnership commits to make such investment, an
appropriate investment for the Partnership.

      "Partnership Investment Expenses" has the meaning set forth in Section
4.02(a)(ii).

      "Partnership Investment Percentage" of any Participating Partner, in
respect of any Partnership Investment at any time, means the percentage derived
by dividing the aggregate amount of Invested Capital of such Participating
Partner at such time in such Partnership Investment by the aggregate amount of
Invested Capital of all Participating Partners (except as otherwise provided in
this Agreement) at such time in respect of such Partnership Investment.


                                       A-9



      "Partnership Investment Vehicle" means any Person formed for the purpose
of making any Partnership Investment in accordance with Section 3.03.

      "Partnership Investment Vehicle Expenses" means all expenses with respect
to the formation, operation or administration of any Partnership Investment
Vehicle.

      "Partnership Organization Expenses" means an amount of Organizational
Expenses up to (but not in excess of) (i) $2.0 million times (ii) a fraction,
the numerator of which is the aggregate Capital Commitments of all Partners and
the denominator of which is the Overall Capital.

      "Person" means any individual, partnership, corporation, limited liability
company, trust or other entity.

      "Portfolio Company" means, with respect to any Investment, any Person that
is the issuer of any equity securities or equity-related securities (including
preferred equity, convertible debt or similar securities) or debt securities
that are the subject of such Investment.

      "Pre-Closing Investments" has the meaning set forth in Section 1.07(e).

      "Prime Rate" means the rate of interest per annum publicly announced from
time to time by The Chase Manhattan Bank (or any successor thereto) as its prime
rate in effect at its principal office in New York City.

      "Private Equity Securities" means unlisted or illiquid equity securities
or equity- related securities (including preferred equity, convertible debt or
similar securities) that are acquired or proposed to be acquired in privately
negotiated transactions.

      "Proceeding" means any action, claim, suit, investigation or proceeding by
or before any court, arbitrator, governmental body or other agency.

      "Proceeds" means, with respect to any Partnership Investment (including
Interim Financings), the sum of (i) the cash and non-cash proceeds received by
the Partnership from any Disposition of such Partnership Investment, or any
dividends, interest or other distributions or other income received in
connection with such Partnership Investment (other than Transaction Fees with
respect to such Partnership Investment) less (ii) any expenses incurred by the
Partnership in connection with such receipt.

      "Realized Invested Capital" of any Participating Investor, with respect to
any Realized Investment Portion at any time, means the aggregate amount of
Capital Contributions made by


                                      A-10



such Participating Investor at such time that are properly attributable to such
Realized Investment Portion.

      "Realized Investment Expenses" means, with respect to any Investor at any
time, any Investment Expenses that are attributable to all Realized Investment
Portions at such time in which such Investor was a Participating Partner.

      "Realized Investment Portion" as of any date means all or any portion of
any Investment Portion that has been subject to a Disposition prior to such
date.

      "Related Fund" has the meaning set forth in Section 3.06.

      "Related Person" means, with respect to any Investment, any Person (other
than the Partnership) that is, directly or indirectly, involved in any
transaction related to, or giving rise to, such Investment, or any Affiliate of
the Portfolio Company that is the subject of such Investment.

      "Required Limited Partners" means at any time Limited Partners (other than
Defaulting Investors) and limited partners (other than defaulting limited
partners) of the Related Funds having at least a majority of the Overall Capital
(other than Defaulting Investors, defaulting investors of the Related Funds and
Limited Partners and limited partners of the Related Funds who do not approve or
disapprove of the matter requiring approval or consent of the Required Limited
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).

      "Side Letter" has the meaning set forth in Section 1.07(g).

      "Special Income" means (i) Transaction Fees and (ii) any other income
recognized with respect to any Investment or proposed Investment that in the
reasonable judgment of the General Partner, in the case of any Investor that is
a non-U.S. person for U.S. federal income tax purposes, could constitute "income
effectively connected with the conduct of a trade or business in the United
States" within the meaning of Section 864(c) of the Code or any successor
provision (other than solely by reason of Section 897 of the Code).

      "Substituted Limited Partner" has the meaning set forth in Section 12.02.

      "Tax Percentage" means (i) with respect to net long-term capital gain, the
highest blended U.S. federal and state income tax rate applicable to such type
of capital gain, and (ii) with respect to all other types of income and gain,
the highest blended U.S. federal and state income tax rate applicable to
ordinary income, in each case, taking into account the deductibility of state
taxes for federal income tax purposes.


                                      A-11



      "Tax Matters Partner" has the meaning set forth in Section 2.07(b).

      "Temporary Cash Funds" shall mean a reserve of Temporary Investments that
is established by the General Partner, in its discretion, to facilitate the
making of Investments or the payment of expenses of the Partnership; provided
that, upon the use of any portion or all of the Temporary Cash Funds in
connection with an Investment, such portion of Temporary Cash Funds shall be
deemed to be converted into an Investment as of the date of such use.

      "Temporary Investments" has the meaning set forth in Section 2.13

      "Transaction Fees" means, with respect to any proposed Investment, (i) any
fees or amounts that are paid to Greenhill, any Affiliate of Greenhill
(including the General Partner), or the Partnership by any party in connection
with the termination, cancellation or abandonment of such proposed Investment,
including "break-up" or "topping" fees, (ii) any fees or amounts that are paid
to the Partnership as a "commitment fee" with respect to commitments of the
Partnership's equity capital with respect to such proposed Investment, (iii) any
organization or success fees received by the General Partner or any of its
Affiliates in connection with the making of such proposed investment or (iv) any
periodic advisory fees charged by the General Partner or any of its Affiliates
to any Portfolio Company. Transaction Fees shall not include investment banking
or advisory fees; fees in connection with restructurings and mergers and
acquisitions, and underwriting or placement fees.

      "Transfer" has the meaning set forth in Section 11.01(a).

      "Unrealized Investment Portion" as of any date means all or any portion of
any Investment Portion that is not a Realized Investment Portion as of such
date.


                                      A-12




                                                                  Exhibit 10.18

                                AMENDMENT TO THE
              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             GREENHILL CAPITAL, L.P.

      This AMENDMENT (this "Amendment") to the Amended and Restated Limited
Agreement of Limited Partnership, dated as of June 30, 2000 (as amended,
restated or otherwise modified from time to time, the "Partnership Agreement"),
of Greenhill Capital, L.P., a Delaware limited partnership (the "Partnership"),
dated as of March 31, 2004, by and among GCP, L.P. ("GCP"), GCP Managing
Partner, L.P. ("GCPMP"), and the limited partners of the Partnership (the
"Limited Partners"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Partnership Agreement.

                              W I T N E S S E T H :

      WHEREAS, the GCP and the Limited Partners are parties to the Partnership
Agreement;

      WHEREAS, in accordance with Section 11.01 of the Partnership Agreement,
GCP is assigning to GCPMP, an Affiliate of Greenhill & Co., LLC, a portion of
its general partnership interest in the Partnership representing all of its
rights as General Partner to manage the Partnership, all of its rights to the
portion of its Capital Account in the Partnership corresponding to GCP's
interest in the Investments made by the Partnership after January 1, 2004 (the
"Post-2003 Investments") and all of its rights to allocations and distributions
from the Partnership as general partner (including all Carried Interest) with
respect to all Post-2003 Investments (collectively the "Transferred Interests");

      WHEREAS, GCP and GCPMP have also proposed an amendment relating to the
removal of the general partners of Greenhill Capital Partners, L.P. and the
other Related Funds without cause by the Required Limited Partners (such term,
as defined in the Partnership Agreement, referring to a majority-in-interest of
all the limited partners of the Partnership and the Related Funds, other than
certain limited partners affiliated with Greenhill);

      WHEREAS, GCP and GCPMP hereby propose an amendment to the Partnership
Agreement providing for the dissolution of the Partnership upon the simultaneous
removal of the general partners from each of the Related Funds unless the
majority of Limited Partners of the Partnership elect to continue the
Partnership and remove the General Partners as provided herein; and

      WHEREAS, the Required Limited Partners have consented to amending the
Partnership Agreement in the manner and as more fully set forth herein.

      NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:



      1. Definitions. (a) The following new definition shall be added to
Appendix A of the Partnership Agreement:

            "GCP" means GCP, L.P., a Delaware limited partnership.

            "General Partners" means each of GCP and the Managing General
            Partner.

            "Managing General Partner" means GCP Managing Partner, L.P., a
            Delaware limited partnership, in its capacity as a general partner
            of the Partnership.

            (b) Each reference to the General Partner in the Partnership
Agreement shall be deemed to refer to the Managing General Partner; provided
that (i) all rights of the General Partner to the portion of its Capital Account
relating to Investments made by the Partnership prior to January 1, 2004
("Pre-2004 Investments") and allocations and distributions that are payable to
the General Partner with respect to Pre-2004 Investments shall be retained by
GCP and (ii) all references to the General Partner in Article 4, Sections 2.03,
2.06, 9.02, 9.03 and 11.01 and the definition of Indemnified Person shall be
deemed to refer to each of the General Partners.

      2. Section 2.01. Section 2.01(a) of the Partnership Agreement is hereby
amended in its entirety to read as follows:

            Section 2.01. Management Generally. (a) The management and control
            of the Partnership shall be vested exclusively in the Managing
            General Partner; provided the Managing General Partner will not
            sell, transfer, assign, exchange or otherwise dispose of any
            Pre-2004 Investment without the approval of GCP. GCP shall be
            responsible for providing advice to the Partnership regarding all
            Pre-2004 Investments, including making determinations with respect
            to any sale, transfer, assignment, exchange or other disposition of
            each Pre-2004 Investment. GCP hereby delegates its power to manage
            the business to the Managing General Partner and hereby appoints the
            Managing General Partner as its attorney-in-fact for the purposes of
            signing all agreements and documents on behalf of the Partnership.
            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.

      3. Section 5.01(c). Section 5.01(c) if the Partnership Agreement is hereby
amended in its entirety to read as follows:

            "(c) The Capital Commitment of the General Partners at any time
shall not be less than 1% of the aggregate Capital Commitments of all the
Partners at such time."

      4. Assignment. For value received, the receipt and sufficiency of which
are hereby acknowledged, GCP does hereby assign, transfer and convey to GCPMP
the Transferred Interests.


                                       2


      5. Admission. GCPMP is hereby admitted to the Partnership as an additional
general partner of the Partnership and shall assume all of the responsibilities
and liabilities, and be entitled to all of the rights and benefits, as the
Managing General Partner of the Partnership. GCPMP agrees to be bound by all of
the terms and provisions of the Partnership Agreement with respect to the
Transferred Interests and its rights and obligations as Managing General
Partner.

      6. Dissolution. The following new subsection (g) shall be added to Section
10.02 of the Partnership Agreement:

                  (g) the effective date on which the General Partners are
            removed as general partners of the Related Funds pursuant to Section
            11.02 of the partnership agreements for the Related Funds (as
            "Removal Event"). Limited Partners (other than Defaulting Investors)
            having a majority of the Capital Commitments of the Partnership
            elect within 30 days of the Removal Event to (i) continue the
            Partnership and (ii) remove and replace the General Partners in
            accordance with Section 11.02.

      7. Removal of the General Partners. The following new Section 11.02 shall
be added to the Partnership Agreement:

            "11.02 No-Fault Removal. The Required Limited Partners may, at their
            option, following a Removal Event require:

                  (a) the removal, effective as of a date not less than 10 days
            from the date of notice to the General Partners of such removal, of
            the General Partners from the Partnership; and

                  (b) the substitution of the Person designated by the Required
            Limited Partners as the successor general partner of the Related
            Funds as successor general partner of the Partnership in lieu
            thereof.

      Upon the effective date of such removal, such successor general partner
      shall be admitted as the sole general partner of the Partnership and, upon
      such admission, each of the General Partners shall be removed as general
      partner; provided that upon such removal:

                  (i) the interest of each removed General Partner shall be
            converted into a special limited partner interest in the Partnership
            with a Capital Commitment equal to the amount of the Capital
            Contributions made by it prior to such date (and an Available
            Capital Commitment equal to $0.00) and each removed General Partner
            may not be removed as a Limited Partner without its written consent;

                  (ii) GCP, as a special Limited Partner following any removal
            (the "GCP Limited Partner"), shall retain its interest in its
            Investment Portion Percentage of all capital invested in, and
            profits related to, each Pre-2004


                                       3


            Investment and shall be entitled to receive its Investment Portion
            Percentage of all distributions of capital and profits in respect of
            such Pre-2004 Investments (including any temporary investment income
            related thereto) pursuant to the terms of this Agreement in effect
            immediately prior to the delivery of notice of removal hereunder as
            if it had remained the general partner of the Partnership, and the
            successor general partner shall not have any interest in (or
            otherwise any rights to receive distributions directly or indirectly
            in respect of) such Pre-2004 Investments;

                  (iii) The removed Managing General Partner, as a special
            Limited Partner following any removal (the "GCPMP Limited Partner"),
            shall retain its interest in its Investment Portion Percentage of
            all capital invested in, and profits related to, each Investment
            that was consummated by the Partnership after January 1, 2004 and
            prior to the effective date of its removal as General Partner under
            this Section 11.02 (the "GCPMP Investments") and shall be entitled
            to receive its Investment Portion Percentage of all distributions of
            capital and profits in respect of such GCPMP Investments (including
            any temporary investment income related thereto) pursuant to the
            terms of this Agreement in effect immediately prior to the delivery
            of notice of removal hereunder as if it had remained the general
            partner of the Partnership, and the successor general partner shall
            not have any interest in (or otherwise any rights to receive
            distributions directly or indirectly in respect of) such GCPMP
            Investments;

                  (iv) all allocations and distributions (including in
            connection with the Partnership's liquidating distributions), and
            any temporary investment income related thereto, with respect to any
            Investment otherwise allocable or payable to the successor General
            Partner, or to which the successor general partner is otherwise
            entitled, shall instead be made as a special allocation or
            distribution, as applicable, to the GCP Limited Partner and the
            GCPMP Limited Partner (the "Removed GP Limited Partners"), until the
            Removed GP Limited Partners have received cumulative allocations and
            distributions equal to the amount of allocations and distributions
            that the Removed GP Limited Partners otherwise would have been
            entitled to receive pursuant to the terms of this Agreement in
            effect immediately prior to the delivery of notice of removal
            hereunder calculated as if (x) the Removed GP Limited Partners had
            not been removed as General Partner pursuant to this Section 11.02
            and (y) no Investments had been made by the Partnership other than
            the Pre-2004 Investments and the GCPMP Investments;

                  (v) Greenhill and its Affiliates (including the Removed GP
            Limited Partners) shall no longer be bound by the covenants under
            Sections 2.06, 2.13 or 3.05 of this Agreement upon the effective
            date of removal; and


                                       4


                  (vi) the successor general partner shall assume and fund in
            cash any unpaid portion of the Capital Commitment of the Managing
            General Partner, as general partner.

      Any direct or indirect amendment on or after the effective date of the
      removal of the General Partners to the provisions of this Section 11.02 or
      any other provision of this Agreement that adversely affects the Removed
      GP Limited Partners' rights under this Section 11.02 (including, without
      limitation, any amendment to this Agreement that would adversely affect
      the Removed GP Limited Partners' allocations or distributions hereunder or
      require it to make any further capital contributions or payments on or
      after such removal) shall require the written consent of the Removed GP
      Limited Partners. A removal of the General Partners pursuant to this
      Section 11.02 shall be deemed a notice by the Partnership to terminate the
      Management Agreement pursuant to the terms thereof. The provisions of this
      Section 11.02 shall apply notwithstanding anything else to the contrary
      contained in this Agreement or the Investment Advisory Agreement."

      8. Ratification and Confirmation of Partnership Agreement. Except as so
modified pursuant to this Amendment, the Partnership Agreement is hereby
ratified and confirmed in all respects.

      9. Governing Law. This Amendment shall be governed by the laws of the
State of Delaware.

                                      * * *


                                       5


      IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.

                                  GCP, L.P.

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

                                  GCP MANAGING PARTNER, L.P.

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

                                  LIMITED PARTNERS:

                                  All Limited Partners now and hereinafter
                                  admitted pursuant to powers of attorney
                                  granted to the General Partner

                                  By: GCP, L.P.

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






DRAFT                                                              Exhibit 10.19










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.










              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                           GCP MANAGING PARTNER, L.P.


                                   DATED AS OF


                                 MARCH 31, 2004




                                TABLE OF CONTENTS

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



                                                                                             PAGE
                                                                                             ----


                                    ARTICLE 1
                               GENERAL PROVISIONS


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

                                    ARTICLE 2
            GOVERNANCE; MANAGEMENT AND OPERATIONS OF THE PARTNERSHIP

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.....................................................6
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

                                    ARTICLE 3
                 CARRIED INTEREST POINTS; CERTAIN OTHER MATTERS

Section 3.01.  General Provisions..............................................................11
Section 3.02.  Assignment of Carried Interest Points...........................................11
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...........................15




                                    ARTICLE 4
                                    EXPENSES

Section 4.01.  Definition of Expenses..........................................................16
Section 4.02.  Responsibility for Partnership Expenses among the Partners......................17

                                    ARTICLE 5
                   CAPITAL CONTRIBUTIONS; CLAWBACK OBLIGATIONS

Section 5.01.  Capital Contributions...........................................................17
Section 5.02.  Payment of Capital Contributions................................................17

                                    ARTICLE 6
                  CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

Section 6.01.  Principles of Distributions Attributable to Invested Capital....................18
Section 6.02.  Principles of Distributions Attributable to Carried Interest....................18
Section 6.03.  Other Provisions Relating to Distributions......................................19
Section 6.04.  Capital Accounts; Adjustments to Capital Accounts...............................20
Section 6.05.  Tax Allocations.................................................................21
Section 6.06.  Foreign Currency Considerations.................................................22
Section 6.07.  Segregated Accounts; Netting of Carried Interest Shares; Distributions
               from Segregated Accounts........................................................22
Section 6.08.  Loans and Withdrawal of Amounts Allocated to Capital Accounts...................24
Section 6.09.  Repayment of Certain Distributions..............................................24

                                    ARTICLE 7
                           REPORTS TO LIMITED PARTNERS

Section 7.01.  Reports.........................................................................24

                                    ARTICLE 8
                         EXCULPATION AND INDEMNIFICATION

Section 8.01.  Exculpation and Indemnification.................................................25

                                    ARTICLE 9
                   DURATION AND DISSOLUTION OF THE PARTNERSHIP

Section 9.01.  Duration........................................................................27
Section 9.02.  Dissolution.....................................................................27
Section 9.03.  Liquidation of Partnership......................................................28
Section 9.04.  Distribution upon Dissolution of the Partnership................................28
Section 9.05.  Resignation of Limited Partners.................................................29

                                       ii


                                   ARTICLE 10
                 TRANSFERABILITY OF A LIMITED PARTNER'S INTEREST

Section 10.01.  Restrictions on Transfer of Limited Partner Interests..........................29
Section 10.02.  Expenses of Transfer; Indemnification..........................................30
Section 10.03.  Recognition of Transfer; Substituted Partners..................................31

                                   ARTICLE 11
                  TRANSFERABILITY OF GENERAL PARTNER'S INTEREST

Section 11.01.  Transferability of General Partner's Interest..................................32

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01.  Entire Agreement; Amendments; Waivers; Termination.............................32
Section 12.02.  Mergers and Consolidations.....................................................33
Section 12.03.  Investment Representation......................................................33
Section 12.04.  Successors; Counterparts.......................................................34
Section 12.05.  Governing Law; Severability....................................................34
Section 12.06.  Further Assurance..............................................................34
Section 12.07.  Filings........................................................................34
Section 12.08.  Power of Attorney..............................................................34
Section 12.09.  No Bill for Partnership Accounting.............................................35
Section 12.10.  Goodwill.......................................................................35
Section 12.11.  Notices........................................................................35
Section 12.12.  Arbitration....................................................................36
Section 12.13.  Withholding....................................................................37
Section 12.14.  Headings.......................................................................37

                                   ARTICLE 13
                              CLAWBACK OBLIGATIONS

Section 13.01.  General Partner Clawback.......................................................37
Section 13.02.  Guaranty.......................................................................37


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


                                      iii




                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                           GCP MANAGING PARTNER, 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, L.P. dated as of March 31, 2004.

                                   WITNESSETH:

         WHEREAS, Greenhill Fund Management Co., LLC, a Delaware limited
liability company, as General Partner, and Robert H. Neihaus, as initial Limited
Partner, heretofore entered into an Agreement of Limited Partnership dated as of
March 31, 2004 (the "ORIGINAL AGREEMENT") and formed a limited partnership
pursuant to the Delaware Act;

         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
                               GENERAL PROVISIONS

         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, 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, L.P.,
Greenhill Capital Partners (Cayman), L.P., Greenhill Capital Partners
(Executives), L.P., and Greenhill Capital, L.P. (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
filing of, all certificates (and all amendments and/or restatements thereof)

                                       2


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
Limited Partnership necessary to effect the admission of any Person as a Partner

                                       3


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
            GOVERNANCE; MANAGEMENT AND OPERATIONS OF THE PARTNERSHIP

         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;

         (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;

                                       4


         (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.

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.

                                       5


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 Fund Management
Co., LLC and each Fund, any agreements to induce a Person to purchase interests
in the Funds, and any amendments to such documents, 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 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

                                       6


made, any Person having an interest in such Fund Investment (or any underlying
assets) or any Affiliate of any such Persons; provided that (i) 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
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

                                       7


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 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

                                       8


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 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

                                       9


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) 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 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.

                                       10


                                   ARTICLE 3
                 CARRIED INTEREST POINTS; CERTAIN OTHER MATTERS

         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.

         Section 3.02. Assignment of Carried Interest Points. (a) On or prior to
January 1 of each fiscal year, commencing in 2004, 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 200, 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 200. 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
2004 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

                                       11


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 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 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.

                                       12


         Section 3.03. Pro Rata Dilution. Initially, the Carried Interest Points
for the Carried Interest Annual Pool for 2004 will be allocated as set forth in
Schedule I. If an additional Partner 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 or the Partnership or any Affiliate thereof
or (ii) to interfere with or to limit in any way the right of Greenhill or the
Partnership or any Affiliate thereof to terminate the employment of such Partner
at any time or to transfer his or her employment within Greenhill or the
Partnership 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 the General Partner and Greenhill 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 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) 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 or (iii) any other exception determined by the General Partner.

                                       13


         (c) 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
those specified in Section 3.05(b)or 3.05(d), 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 in accordance with this Section
3.05(c). All Persons who become Special Limited Partners as a result of
termination of employment for any reason other than those specified in or
3.05(d) (a "FORFEITURE EVENT") will be vested with respect to 33 1/3% of their
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; will be vested with respect to 66 2/3% of their Carried Interest Share
attributable to such Fund Investment on January 1 of the second year following
the year such Fund Investment was made; and will be fully vested with respect to
their 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; and provided further that,
on and after January 1, 2003, a Limited Partner who has held the position of
Principal or any higher executive office of the General Partner or Greenhill &
Co., LLC continuously from June 1, 2000 through January 1, 2003 will be fully
vested with respect to 100% of his Carried Interest Share attributable to all
Fund Investments made 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) 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, if such Limited Partner becomes a
Special Limited Partner as a result of an Elimination Event (a "FULLY REDUCED
PARTNER"), such Limited Partner's Carried Interest Points with respect to such
Fund Investment and any Proceeds with respect to such Fund Investment that
otherwise has been or could be allocated to such Limited Partner at any time
after

                                       14


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 the General Partner or Greenhill for Cause (or
the termination of such Limited Partner's employment with the General Partner or
Greenhill for any reason and, following such termination, the General Partner or
Greenhill determines that circumstances existed during such Limited Partner's
employment with the General Partner or Greenhill which would have entitled the
General Partner or Greenhill to terminate such Limited Partner's employment with
the General Partner or Greenhill 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 the General
Partner or Greenhill 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 the General Partner
or Greenhill, (iv) the termination of such Limited Partner's employment with the
General Partner or Greenhill for any reason and, within 180 days of such
termination, the Limited Partner solicits business of a customer or client of
the General Partner or Greenhill or (v) the termination of such Limited Partner
due to disclosure 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) of any Proprietary Information, without the consent of the
General Partner or Greenhill 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 the Partnership's or Greenhill's business where such disclosure
or use may be adverse to the financial interests of the Partnership or Greenhill
or their respective Affiliates (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.

                                       15


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 for
purposes of clause (x) of Section 12.01(b)(ii), 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 12.01 or any other provision 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.

                                    ARTICLE 4
                                    EXPENSES

         Section 4.01. Definition of Expenses. "PARTNERSHIP EXPENSES" means (i)
all expenses or obligations incurred by or on behalf of the Partnership that are
directly attributable to any Fund Investment including any Indemnification
Obligation with respect to a Fund Investment (an "INVESTMENT EXPENSE") and (ii)
all General Expenses.

         "GENERAL EXPENSES" means any expenses incurred by the Partnership other
than Investment Expenses, Carry Expenses or Indemnification Obligations
including, without limitation: (a) all costs and expenses of organizing the

                                       16


Partnership; and (b) all routine administrative expenses of the Partnership,
including salaries and employee benefit expenses of employees, consultants and
independent contractors of the Partnership, fees and expenses associated with
the maintenance of books and records of the Partnership, the employment or
retention by the Partnership with respect to routine matters of accountants,
attorneys and other professionals, and the preparation and dispatch to the
Limited Partners of checks, financial reports and notices required by this
Agreement.

         Section 4.02. Responsibility for Partnership Expenses among the
Partners. The Partners agree that, as among themselves, Partnership Expenses
shall be borne by the Partners as follows:

              (a) any Investment Expense shall be borne only by those Partners
         who are Carry Participating Partners with respect to such Fund
         Investment, pro rata in proportion to their respective Carried Interest
         Share in such Fund Investment at such time; and

              (b) any General Expense or Indemnification Obligation not directly
         attributable to any Fund Investment shall be borne by all Partners, pro
         rata in proportion to their respective Capital Account balances at such
         time;

provided that, if the General Partner determines in its discretion that any
Partnership Expense is an Indemnification Obligation directly attributable to
the acts or conduct of one or more Partners, but not directly attributable to
all Partners as a group, the General Partner may determine that all or a portion
of such Partnership Expense shall be borne by only those Partners to whom such
Partnership Expense is directly attributable, pro rata in proportion to the
respective Carried Interest Share of those Partners who are required to bear
such Partnership Expense pursuant to this proviso.

                                    ARTICLE 5
                   CAPITAL CONTRIBUTIONS; CLAWBACK OBLIGATIONS

         Section 5.01. Capital Contributions. The Partners listed in Schedule
III (the "CONTRIBUTING PARTNERS") shall be obligated to make contributions to
the Partnership ("CAPITAL CONTRIBUTIONS") in an aggregate amount not to exceed
their respective Capital Commitments. Except as provided in Section 5.03 or as
required by the Delaware Act, the Partners shall have no obligation to make any
other contributions to the capital of the Partnership, whether to fund Fund
Investments, to fund Partnership Expenses or for any other reason.

         Section 5.02. Payment of Capital Contributions. All Capital
Contributions shall be paid to the Partnership in immediately available funds in

                                       17


United States dollars by 11:00 A.M. (New York City time) on the date and to the
account specified by the General Partner. Capital Contributions may include
amounts that the General Partner determines in its discretion are necessary or
desirable to establish reserves in respect of Partnership Expenses or the
Partnership's obligation to make its capital contribution to the Funds.

                                    ARTICLE 6
                  CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

         Section 6.01. Principles of Distributions Attributable to Invested
Capital. Except as otherwise provided in this Agreement, all Proceeds received
by the Partnership, including Proceeds in respect of the Partnership's capital
contributions as general partner of the Funds, but excluding Proceeds referred
to in Section 6.02, shall be distributed as follows: Proceeds that are cash or
readily-marketable securities received from the Funds shall be distributed or
paid promptly after the receipt thereof, and in the case of other types of
Proceeds at such time as the General Partner shall determine in its discretion.
With respect to any Proceeds referred to in this paragraph, the General Partner
shall, at the time of distribution, determine each Contributing Partner's
Investment Percentage of such Proceeds and make distributions of such amounts to
the Contributing Partners.

         Section 6.02. Principles of Distributions Attributable to Carried
Interest. (a) Except as otherwise provided in this Agreement, Proceeds from any
Fund Investment representing Carried Interest from any Fund Investment shall be
distributed at such time as the General Partner shall determine in its
discretion. With respect to the distribution of any Proceeds representing any
Carried Interest Share ("CARRIED INTEREST DISTRIBUTIONS"), at least 40% of a
Carry Participating Partner's (other than a Partially Reduced Partner's)
Participation Percentage of such Proceeds shall be distributed to such Carry
Participating Partner and up to 60% of such Carry Participating Partner's
Participation Percentage of such Proceeds shall be retained by the Partnership
in a segregated account (the "SEGREGATED ACCOUNT") established for such Carry
Participating Partner pursuant to Section 6.07, in each case as the General
Partner determines in its discretion.

         (b) If, at the time of distribution of any Proceeds representing the
Carried Interest Share, a Carry Participating Partner is a Partially Reduced
Partner as a result of a Forfeiture Event, the General Partner shall determine
the aggregate amount of Proceeds previously distributed to such Carry
Participating Partner with respect to all Fund Investments in which such Carry
Participating Partner participates, and such Carry Participating Partner's
Participation Percentage (determined without giving effect to such Forfeiture
Event) of such Proceeds shall be applied in the following manner (in lieu of
Section 6.02(a)):

                                       18


                           (x) the portion of such Proceeds attributable to at
                  least 40% of such Partially Reduced Partner's Carry Vested
                  Percentage of its Carried Interest Share shall be distributed
                  to such Partially Reduced Partner and the portion of such
                  Proceeds attributable to up to 60% of such Partially Reduced
                  Partner's Carry Vested Percentage of its Carried Interest
                  Share shall be retained by the Partnership in such Partially
                  Reduced Partner's Segregated Account, and

                           (y) the portion of such Proceeds attributable to such
                  Partially Reduced Partner's Carry Forfeited Percentage of such
                  Carried Interest Share shall be allocated to the other
                  Partners who are entitled to such forfeited portion of the
                  Carried Interest Share (each, a "FORFEITED INTEREST PARTNER"),
                  pro rata in proportion to their respective increases or newly
                  allocated Carried Interest Shares.

         Section 6.03. Other Provisions Relating to Distributions. (a) All cash
distributions shall be made in immediately available funds in U.S. Dollars,
except to the extent that distributions in U.S. dollars would be illegal under
applicable law, in which case, to such extent, distributions shall be made in
the currency in which cash is received by the Partnership.

         (b) Any securities or other property constituting all or any portion of
a Fund Investment may be distributed in kind at such time and in such amounts as
the General Partner shall, in its discretion, determine. In the event of any
such distribution in kind, the General Partner shall, depending on whether such
distribution constitutes a distribution of Proceeds constituting the Carried
Interest Share, (i) distribute to the applicable Contributing Partners or Carry
Interest Partner securities or other property of the same type and (ii) if cash
and securities or other property in kind are to be distributed simultaneously,
distribute cash and securities or such property in kind to each such
Contributing Partner or Carry Interest Partner in the same proportions to such
Contributing Partners or Carry Interest Partners; provided that the General
Partner, in its discretion, may allow each such Contributing Partner or Carry
Interest Partner to elect whether to receive a distribution in kind or in cash.
The General Partner shall determine, in its discretion, the fair value of the
securities or other property to be distributed in kind on a date as near as
reasonably practicable to the date of such distribution, and, in the case of
securities denominated in a currency other than U.S. Dollars, shall determine
the U.S. Dollar equivalent of such fair value based on the applicable exchange
rate in effect on the valuation date.

         (c) In connection with any distribution of cash, securities or other
property received by the Partnership, the General Partner may, in its
discretion,

                                       19


set off against, or withhold from, the amount distributable to any Limited
Partner with respect to such Fund Investment the following amounts:

              (i) such Limited Partner's share of any Partnership Expense or any
         other amount due from such Limited Partner to the Partnership; and

              (ii) any amounts required to pay, or to reimburse (on a net
         after-tax basis) any Indemnified Person for the payment of, any taxes
         and related expenses that the General Partner in good faith determines
         to be properly attributable to such Limited Partner (including, without
         limitation, withholding taxes and interest, penalties and expenses
         incurred in respect thereof).

Any amounts so set off or withheld pursuant to this Section 6.03 shall be
treated for all purposes of this Agreement as if actually distributed to such
Limited Partner and shall be applied by the General Partner to discharge the
obligation in respect of which such amounts were withheld.

         (d) The General Partner shall have the right, in its discretion, to
withhold amounts otherwise distributable by the Partnership to a Limited Partner
in order to make such provision as the General Partner, in its discretion, deems
necessary or advisable for the payment of such Limited Partner's share of any
future Partnership Expense if the nature and amount of such Partnership Expense
is known or reasonably anticipated at the time of distribution.

         (e) Notwithstanding anything in this Agreement to the contrary, the
Partnership shall not make any distributions pursuant to this Agreement except
to the extent permitted by the Delaware Act.

         Section 6.04. Capital Accounts; Adjustments to Capital Accounts. (a)
There shall be established for each Partner, on the books and records of the
Partnership, a capital account (a "CAPITAL ACCOUNT"). Each Partner's Capital
Account shall initially be zero and shall be adjusted as set forth in this
Section 6.04.

         (b) The Capital Account of each Partner shall be adjusted as follows:

              (i) Cash Contributions. The amount of cash contributed to the
         Partnership by such Partner shall be credited to the Capital Account of
         such Partner.

              (ii) Distributions. The amount of cash (or the value of other
         property distributed in kind as determined in accordance with Section
         6.03) distributed by the Partnership to any Partner shall be debited
         against the Capital Account of such Partner.

                                       20


              (iii) Income, Profit or Gain. The amount of any allocation of
         income, profit or gain made by the Partnership to any Partner shall be
         credited to the Capital Account of such Partner.

              (iv) Expense, Deduction or Loss. The amount of any allocation of
         expense, deduction or loss made by the Partnership to any Partner shall
         be debited against the Capital Account of such Partner.

         (c) The Partnership's items of income, gain, loss, deduction and
expense shall be allocated to the Capital Accounts as follows:

              (i) Allocation of Partnership Expenses. The amount of any
         Partnership Expense shall be allocated among the Partners in accordance
         with Section 4.02.

              (ii) Allocation of Interest Income and Expense. The amount of any
         interest earned on any Partner's Capital Contribution or on any
         Partner's Segregated Account shall be allocated to the Capital Account
         of such Partner.

              (iii) Allocation of a Carry Participating Partner's Carry Income,
         Gains and Losses. All income and gains representing the Carried
         Interest shall be allocated among the Carry Participating Partners in a
         manner consistent with the corresponding distributions made or to be
         made pursuant to Section 6.02. All losses with respect to a Carried
         Interest Annual Pool shall be allocated among the Carry Participating
         Partners in a manner consistent with Section 6.07(c).

              (iv) Residual Allocations. The Partnership's remaining net income
         or net loss (after giving effect to clauses (i) through (v) of this
         Section 6.04(c)) for any fiscal period and each item of income, gain,
         loss, deduction or expense shall be allocated among the Partners in a
         manner consistent with the corresponding distributions made or to be
         made pursuant to Sections 6.01, 6.02 and 9.04.

         Section 6.05. Tax Allocations. (a) For federal, state and local income
tax purposes, each item of income, gain, loss, deduction and credit of the
Partnership shall be allocated among the Partners as nearly as possible in the
same manner as the corresponding item of income, expense, gain or loss is
allocated pursuant to the other provisions of this Article 6. It is intended
that the Capital Accounts will be maintained at all times in accordance with
Section 704 of the Code and applicable Treasury regulations thereunder, and that
the provisions hereof relating to the Capital Accounts be interpreted in a
manner consistent therewith. The General Partner shall be authorized by this
Section 6.05 to make appropriate adjustments to the allocations of items
pursuant to this Article 6 if necessary in

                                       21


order to comply with Section 704 of the Code or applicable Treasury regulations
thereunder; provided that no such change shall have an adverse effect upon the
amount distributable to any Partner hereunder.

         (b) Notwithstanding anything else contained in this Article 6, if any
Partner has a deficit Capital Account for any fiscal period as a result of any
adjustment, allocation or distribution of the type described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4)-(6), then the Partnership's income
and gain will be specially allocated to such Partner in accordance with Treasury
Regulations Section 1.704-1(b)(2)(ii)(d).

         Section 6.06. Foreign 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 Partners:

              (i) if such cash is to be paid (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 exchange rate determined by the General
         Partner, as soon as practicable after such cash is received; and

              (ii) if, pursuant to Section 6.03(a), such cash is to be paid 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 this 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 6.03(b) for purposes of this Article 6.

         Section 6.07. Segregated Accounts; Netting of Carried Interest Shares;
Distributions from Segregated Accounts. (a) There shall be established, for each
Carry Participating Partner, a Segregated Account, which shall consist of one
gain sub-account (a "GAIN ACCOUNT") and one loss sub-account (a "LOSS ACCOUNT").
At any time, (i) the balance in any Carry Participating Partner's Gain Account
shall be such Carry Participating Partner's "GAIN AMOUNT" and (ii) the balance
in any Carry Participating Partner's Loss Account shall be such Carry
Participating Partner's "LOSS AMOUNT". Each Carry Participating Partner shall be
entitled to receive, with respect to funds held in such Carry Participating
Partner's Segregated Account, income from the temporary investment of such funds
for the period such funds are held by the Partnership until such time such funds
are distributed pursuant to this Section 6.07.

                                       22


         (b) The Gain Account of each Carry Participating Partner for any
Carried Interest Annual Pool shall initially be zero and thereafter be adjusted
as follows:

              (i) increased by an amount equal to the amount distributed to such
         Carry Participating Partner but retained by the Partnership in the
         Segregated Account of such Carry Participating Partner pursuant to
         Sections 6.02(a) and 6.02(b); and

              (ii) decreased by any amount distributed in accordance with
         Section 6.07(e).

         (c) The Loss Account of each Carry Participating Partner for any
Carried Interest Annual Pool shall initially be zero and thereafter be adjusted
as follows:

              (i) increased by an amount equal to 100% of such Carry
         Participating Partner's Participation Percentage of the Notional Loss
         Amount (as determined by the General Partner pursuant to Section
         6.07(d) from any Fund Investment); and

              (ii) decreased by any amount distributed in accordance with
         Section 6.07(e).

         (d) Upon the determination of the General Partner to write down or
write off the value of any Fund Investment or the realization of any Fund
Investment at a loss, the General Partner shall determine, for each Carry
Participating Partner, a "NOTIONAL LOSS AMOUNT" related to such Fund Investment,
using the methodology applicable to the determination of Carried Interest set
forth in the applicable Fund Partnership Agreement and the Participation
Percentage of such Carry Participating Partner.

         (e) At the time of each subsequent disposition of Fund Investment that
would have resulted in a Carried Interest if determined without regard to any
other Fund Investment, the General Partner shall determine, for each Carry
Participating Partner, (i) the Gain Amount in such Carry Participating Partner's
Gain Account and (ii) the Loss Amount in such Carry Participating Partner's Loss
Account. Upon such determination, an amount equal to the Loss Amount for each
Carry Participating Partner shall be distributed to the Carry Participating
Partners in such subsequent Fund Investment to the extent necessary to permit
such Carry Participating Partners to receive the Carried Interest distributions
that would have been distributed to them in the absence of any Notional Loss
Amount; provided that such distribution will not exceed the Gain Amount for such
Carry Participating Partner at such time.

                                       23


         (f) Any amounts remaining in any Carry Participating Partner's
Segregated Account, after giving effect to this Section 6.07 and Section 5.03,
shall be paid to such Carry Participating Partner after the complete liquidation
of all Fund Investments in all Carried Interest Annual Pools in which such Carry
Participating Partner is a participant.

         (g) Amounts retained in any Segregated Account with respect to any
Carry Participating Partner shall not be distributed from such Segregated
Account, except as otherwise provided in this Section 6.07. Notwithstanding the
foregoing, the General Partner may cause amounts held in the Segregated Account
of any Carry Participating Partner to be distributed to such Carry Participating
Partner if the General Partner determines, in its discretion, that such amounts
are not required in order for such Carry Participating Partner to meet such
Carry Participating Partner's payment obligations under this Section 6.07.

         Section 6.08. Loans and Withdrawal of Amounts Allocated to Capital
Accounts. Except as permitted by the General Partner, no Limited Partner shall
be permitted to borrow, or to make an early withdrawal of, any portion of the
amounts allocated to his or her Capital Account.

         Section 6.09. Repayment of Certain Distributions. In the event that any
amount distributed to a Limited Partner hereunder is later determined by the
General Partner to be in excess of the amount such Limited Partner was entitled
to under this Agreement, such Limited Partner shall return such amount to the
Partnership.

                                    ARTICLE 7
                           REPORTS TO LIMITED PARTNERS

         Section 7.01. Reports. (a) The General Partner shall provide to each
Limited Partner reports and financial information on the Partnership's affairs
and on such Limited Partner's Allocation Schedule and Capital Account in such
form and at such times as the General Partner shall determine in its discretion.
The General Partner shall also provide to each Limited Partner (other than any
Special Limited Partner), upon request, a copy of each report and financial
statement provided to any Investor pursuant to any Partnership Agreement.

         (b) After the end of each fiscal year, the General Partner shall cause
the independent certified public accountants of the Partnership to prepare and
transmit, within 30 days after the tax returns for all Funds have been
completed, or as soon thereafter as is practicable, a federal income tax form
K-1 for each Partner, a copy of the Partnership's return filed for federal
income tax purposes and a report setting forth in sufficient detail such
transactions effected by the Partnership during such fiscal year as shall enable
each Partner to prepare its

                                       24


United States federal and state income tax returns, if any. The General Partner
shall provide such materials to (i) each Limited Partner and (ii) each former
Limited Partner (or its successors, assigns, heirs or personal representatives)
who may require such information in preparing its United States federal and
state income tax returns.

                                   ARTICLE 8
                         EXCULPATION AND INDEMNIFICATION

         Section 8.01. Exculpation and Indemnification. (a) No Indemnified
Person shall be liable to the Partnership or to the Partners for any losses,
claims, damages or liabilities arising from, related to, or in connection with
this Agreement, the Partnership's business or affairs, the Fund Partnership
Agreements or the Funds' business or affairs (including any act or omission by
any Indemnified Person and any activity of the type or character disclosed or
contemplated in Section 2.04 or 2.05 hereof or in any Partnership Agreement
(such disclosure being incorporated herein by reference) and no such activity
will in and of itself constitute a breach of any duty owed by any Indemnified
Person to any Partner or the Partnership), except for any losses, claims,
damages or liabilities resulting from such Indemnified Person's gross negligence
or willful misconduct.

         (b) The Partnership shall, to the fullest extent permitted by
applicable law, indemnify and hold harmless each Indemnified Person against any
losses, claims, damages or liabilities, arising out of, related to or in
connection with this Agreement, the Partnership's business or affairs, the Fund
Partnership Agreements or the Funds' business or affairs, except for (i) any
such losses, claims, damages or liabilities resulting from such Indemnified
Person's gross negligence or willful misconduct and (ii) any losses allocated to
any Partner's Capital Account. The Partnership will periodically reimburse each
Indemnified Person for all expenses (including fees and expenses of counsel) as
such expenses are incurred in connection with investigating, preparing, pursuing
or defending any Proceeding related to, arising out of or in connection with
this Agreement, the Partnership's business or affairs, the Fund Partnership
Agreements or the Funds' business or affairs; provided that such Indemnified
Person shall promptly repay to the Partnership the amount of any such reimbursed
expenses paid to it if it shall be judicially determined by judgment or order
not subject to further appeal or discretionary review that such Indemnified
Person is not entitled to be indemnified by the Partnership in connection with
such matter as provided in the exceptions contained in the immediately preceding
sentence. If for any reason (other than the exceptions contained in the first
sentence of this Section 8.01(b)) the foregoing indemnification is unavailable
to any Indemnified Person, or insufficient to hold it harmless, then the
Partnership shall contribute to the amount

                                       25


paid or payable by such Indemnified Person as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect the relative
benefits received by the Partnership, on the one hand, and such Indemnified
Person, on the other hand, or, if such allocation is not permitted by applicable
law, to reflect not only the relative benefits referred to above but also any
other relevant equitable considerations. Any indemnity, contribution or
reimbursement obligation of the Partnership under this Section 8.01(b) is
referred to as an "INDEMNIFICATION OBLIGATION."

         (c) Each Limited Partner covenants for itself and its successors,
assigns, heirs and personal representatives that such Person will, at any time
prior to or after dissolution of the Partnership, whether before or after such
Person's withdrawal from the Partnership, pay to the Partnership on demand any
amount which the Partnership properly pays in respect of taxes (including
withholding taxes) imposed upon income of, or distributions in respect of Fund
Investments made to, such Limited Partner.

         (d) In the event that any Limited Partner initiates any Proceeding
against the Partnership, the General Partner, Greenhill or any of their
respective Affiliates and a judgment or order not subject to further appeal or
discretionary review is rendered in respect of such Proceeding for the
Partnership, the General Partner, Greenhill or any of their respective
Affiliates, as the case may be, such Limited Partner shall be solely liable for
all costs and expenses of the Partnership, the General Partner, Greenhill or
such Affiliate, as the case may be, attributable thereto and shall pay such
amounts in cash to the Persons incurring such costs and expenses within 90 days
after the entry of such judgment or order.

         (e) Notwithstanding anything else contained in this Agreement, the
exculpation provisions under Section 8.01(a) and the reimbursement, indemnity
and contribution obligations of the Partnership under Section 8.01(b) shall:

              (i) be in addition to any liability which the Partnership may
         otherwise have; and

              (ii) be binding upon and inure to the benefit of any successors,
         assigns, heirs and personal representatives of the Partnership and each
         Indemnified Person.

         (f) To the extent that, at law or in equity, any Partner has duties
(including fiduciary duties) and liabilities relating thereto to the Partnership
or to any other Partner, the Partner acting in connection with the Partnership's
affairs shall not be liable to the Partnership or to any other Partner for its
good faith reliance on the provisions of this Agreement. To the fullest extent
permitted by applicable law, the provisions of this Agreement, to the extent
that they restrict the duties and liabilities or rights and powers of the
Partners otherwise existing at

                                       26


law or in equity, are agreed by the Partners to replace such other duties,
liabilities, rights and powers of the Partners.

         (g) The foregoing provisions of this Section 8.01 shall survive for a
period of four years from the date of dissolution of the Partnership; provided
that if at the end of such period, there are any Proceedings then pending or any
other liability (whether contingent or otherwise) or claim then outstanding, any
Limited Partner shall so notify the General Partner or Greenhill at such time
(which notice shall include a brief description of each such Proceeding (and of
the liabilities asserted in such Proceeding) and of such liabilities and claims)
and the foregoing provisions of this Section 8.01 shall survive with respect to
each such Proceeding, liability and claim set forth in such notice (or any
related Proceeding, liability or claim based upon the same or a similar claim)
until such date that such Proceeding, liability or claim is ultimately resolved.

                                    ARTICLE 9
                   DURATION AND DISSOLUTION OF THE PARTNERSHIP

         Section 9.01. Duration. The term of the Partnership shall continue for
so long as any of the Funds continue in existence, unless the Partnership is
sooner dissolved pursuant to Section 9.02; provided that in order to permit an
orderly winding up of the affairs of the Partnership, subject to Section 9.02,
the General Partner may, in its discretion, extend the term of the Partnership
for up to three successive one-year terms following the expiration of such
initial term.

         Section 9.02. Dissolution. The death, retirement, resignation,
expulsion, bankruptcy or dissolution of a Limited Partner, or the occurrence of
any other event which terminates the continued membership of a Limited Partner
in the Partnership, shall not, in and of itself, cause the Partnership to be
dissolved and its affairs wound up. Upon the occurrence of any such event, the
business of the Partnership shall be continued without dissolution. Subject to
the Delaware Act, the Partnership shall be dissolved and its affairs shall be
wound up upon the earliest of:

         (a) the expiration of the term of the Partnership provided in Section
9.01;

         (b) in the discretion of the General Partner, upon the dissolution and
distribution of assets of all Funds;

         (c) a decision made by the General Partner, after consultation with
counsel, to dissolve the Partnership because it has determined in good faith
that (i) changes in any applicable law or regulation would have a material
adverse effect

                                       27


on the continuation of the Partnership or (ii) such action is necessary or
desirable as provided in Section 2.10;

         (d) the written consent of all Partners;

         (e) the entry of a decree of judicial dissolution under Section 17-802
of the Delaware Act;

         (f) at any time that there are no limited partners of the Partnership,
unless the business of the Partnership is continued in accordance with the
Delaware Act; and

         (g) any event that results in the General Partner ceasing to be a
general partner of the Partnership under the Delaware Act, provided that the
Partnership shall not be dissolved and required to be wound up in connection
with any such event if (A) at the time of the occurrence of such event there is
at least one remaining general partner of the Partnership who is hereby
authorized to and does carry on the business of the Partnership or (B) within 90
days after the occurrence of such event, the Majority Limited Partners agree in
writing or vote to continue the business of the Partnership and to the
appointment, effective as of the date of such event, if required, of one or more
additional general partners of the Partnership.

         Section 9.03. Liquidation of Partnership. Upon dissolution, the
Partnership's business shall be liquidated in an orderly manner. Except as
provided in the immediately succeeding sentence, the General Partner shall be
the liquidator to wind up the affairs of the Partnership pursuant to this
Agreement. If the General Partner is not available to serve as liquidator or if
the Partnership shall be dissolved upon dissolution of any of the Funds in
accordance with the terms of the applicable Partnership Agreement, the Limited
Partners may by approval of the Majority Limited Partners appoint one or more
liquidators to act as the liquidator in carrying out such liquidation. In
performing its duties, subject to the Delaware Act, the liquidator is authorized
to sell, distribute, exchange or otherwise dispose of the assets of the
Partnership in any reasonable manner that the liquidator shall determine to be
in the best interest of the Partners.

         Section 9.04. Distribution upon Dissolution of the Partnership. (a)
Upon dissolution of the Partnership, the liquidator winding up the affairs of
the Partnership shall determine in its discretion which assets of the
Partnership shall be sold and which assets of the Partnership shall be retained
for distribution in kind to the Partners. Subject to the Delaware Act, after all
liabilities (contingent or otherwise) of the Partnership have been satisfied or
duly provided for (as determined by the liquidator in its discretion), the
remaining assets of the Partnership shall be distributed to the Partners in
proportion to their respective

                                       28


positive Capital Accounts up to the amounts thereof, and thereafter in the
manner in which additional amounts would have been distributed pursuant to
Article 6.

         (b) In the discretion of the liquidator, and subject to the Delaware
Act, all or a portion of the assets of the Partnership may be:

              (i) distributed to a trust established for the benefit of the
         Partners for purposes of liquidating Partnership assets, collecting
         amounts owed to the Partnership, and satisfying any liabilities or
         obligations of the Partnership arising out of, or in connection with,
         this Agreement or the Partnership's affairs; or

              (ii) withheld, with respect to any Partner, to provide a reserve
         reasonably required for Partnership Expenses; provided that such
         withheld amounts shall be distributed to the Partners as soon as the
         liquidator determines, in its discretion, that it is no longer
         necessary to retain such amounts.

         The assets of any trust established in connection with clause (i) above
shall be distributed to the Partners from time to time, in the discretion of the
liquidator, in the same proportions as the amount distributed to such trust by
the Partnership would otherwise have been distributed to the Partners pursuant
to this Agreement.

         (c) Each Partner shall look solely to the assets of the Partnership for
the return of such Partner's aggregate invested capital in Fund Investments, and
no Partner shall have priority over any other Partner as to the return of such
invested capital.

         Section 9.05. Resignation of Limited Partners. Except as otherwise
provided in Section 3.05 or in Article 10 or with the approval of the General
Partner, a Limited Partner may not resign or withdraw from the Partnership prior
to its dissolution and winding up.

                                   ARTICLE 10
                 TRANSFERABILITY OF A LIMITED PARTNER'S INTEREST

         Section 10.01. Restrictions on Transfer of Limited Partner Interests.
(a) A Limited Partner may not, directly or indirectly, sell, exchange, transfer,
assign, pledge, hypothecate or otherwise dispose of all or any portion of its
limited partner interest (including any entitlement to any distributions
hereunder) in the Partnership (any such direct or indirect sale, exchange,
transfer, assignment, pledge, hypothecation or other disposition being herein
collectively called "TRANSFERS") to any Person, except (i) pursuant to Section
2.10 or 3.05, (ii) by

                                       29


will or by the laws of descent and distribution, (iii) by operation of law or
(iv) to the Partnership.

         (b) Sections 10.02 and 10.03 shall not apply to any Transfer
contemplated by clauses (i), (ii) or (iii) of Section 10.01(a), other than a
Transfer pursuant to Section 2.10; provided that any transferee pursuant to a
Transfer contemplated by clause (ii) of Section 10.01(a) shall not be admitted
as a Partner unless such Person, as a condition to its admission as a Partner,
shall have executed and acknowledged such instruments (including a counterpart
of this Agreement), in form and substance satisfactory to the General Partner,
as the General Partner reasonably deems necessary or desirable to effectuate
such admission and to confirm the agreement of such Person to be bound by all
the terms and provisions of this Agreement with respect to the Partner's limited
partner interest in the Partnership acquired by such Person, whereupon such
Person shall become a Substituted Limited Partner and shall, for purposes of the
calculations under Sections 6.04 and 6.07, be bound by such calculations
previously made with respect to the transferring Partner pursuant to this
Agreement, and shall be otherwise treated with respect to such calculations as
if such Person were a Partner from the inception of the Partnership.

         (c) The termination of any Limited Partner's employment with Greenhill
or any of its Affiliates shall not in and of itself result in or be deemed to
constitute a Transfer of all or any portion of such Limited Partner's limited
partner interest in the Partnership.

         (d) Without limiting the generality of the foregoing restrictions, in
no event may a Limited Partner Transfer any portion of his limited partner
interest in the Partnership nor may a Substituted Limited Partner be admitted to
the Partnership if such Transfer or such admission would, in the judgment of the
General Partner, jeopardize the status of the Partnership as a partnership for
United States federal income tax purposes, cause a dissolution of the
Partnership under the Delaware Act, cause the Partnership's assets to be deemed
to be "plan assets" for purposes of ERISA, cause the Partnership to be deemed to
be an "investment company" for purposes of the Investment Company Act, cause the
Partnership to be in violation of the Advisers Act, or would violate, or cause
the Partnership to violate, any applicable law, regulation or order, including
any applicable federal or state securities laws.

         Section 10.02. Expenses of Transfer; Indemnification. All expenses,
including attorneys' fees and expenses, incurred by the Partnership in
connection with any Transfer shall be borne by the transferring Limited Partner
or such Limited Partner's transferee (any such transferee, when admitted and
shown as a Limited Partner on the books and records of the Partnership, being
hereinafter called a "SUBSTITUTED LIMITED PARTNER"). In addition, the
transferring Limited Partner or such transferee shall indemnify the Partnership
and the General Partner

                                       30


in a manner satisfactory to the General Partner against any losses, claims,
damages or liabilities to which the Partnership or the General Partner may
become subject arising out of, related to or in connection with any false
representation or warranty made by, or breach or failure to comply with any
covenant or agreement of, such transferring Partner or such transferee.

         Section 10.03. Recognition of Transfer; Substituted Partners. (a) No
assignee or other recipient of all or any portion of a Limited Partner's limited
partner interest in the Partnership may be admitted to the Partnership as a
Substituted Limited Partner without the prior approval of the General Partner
(which may, in the General Partner's discretion, be withheld). If the General
Partner approves the admission of any Person to the Partnership as a Substituted
Limited Partner, such Person, as a condition to its admission as a Partner,
shall execute and acknowledge such instruments (including a counterpart of this
Agreement), in form and substance satisfactory to the General Partner, as the
General Partner reasonably deems necessary or desirable to effectuate such
admission and to confirm the agreement of such Person to be bound by all the
terms and provisions of this Agreement with respect to the limited partner
interest in the Partnership acquired by such Person.

         (b) The Partnership shall not (subject to Section 3.05) recognize for
any purpose any purported Transfer of all or any part of a Limited Partner's
limited partner interest in the Partnership and no assignee, transferee or other
recipient of all or any part of such interest shall become a Substituted Limited
Partner hereunder unless:

              (i) the provisions of this Article 10 shall have been complied
         with;

              (ii) the General Partner shall have been furnished with the
         documents effecting such Transfer, in form reasonably satisfactory to
         the General Partner, executed and acknowledged by both the assignor or
         transferor and assignee, transferee or other recipient;

              (iii) such assignee, transferee or other recipient shall have
         represented that such Transfer was made in accordance with all
         applicable laws and regulations;

              (iv) all necessary governmental consents shall have been obtained
         in respect of such Transfer;

              (v) the books and records of the Partnership shall have been
         changed (which change shall be made as promptly as practicable) to
         reflect the admission of such Substituted Limited Partner; and

                                       31


              (vi) all necessary instruments reflecting such admission shall
         have been filed in each jurisdiction in which such filing is necessary
         in order to qualify the Partnership to conduct business.

         Upon the satisfaction of the conditions set forth in this Section
10.03, any such assignee or other recipient shall become a Substituted Limited
Partner.

         Any Person who succeeds to any Limited Partner's limited partner
interest in the Partnership and who becomes a Substituted Limited Partner shall,
for purposes of the calculations under Sections 6.04 and 6.07, be bound by such
calculations previously made with respect to the transferring Partner pursuant
to this Agreement, and shall be otherwise treated with respect to such
calculations as if such Person were the Partner from the inception of the
Partnership.

                                   ARTICLE 11
                  TRANSFERABILITY OF GENERAL PARTNER'S INTEREST

         Section 11.01. Transferability of General Partner's Interest. (a)
Except as otherwise provided herein, the General Partner may not Transfer to any
Person (other than to a successor-in-interest (by merger or otherwise) or
assignee that is an Affiliate of Greenhill, which Transfer may be made without
the approval of any other Partner) without the prior approval of a majority of
the Limited Partners. If the General Partner so determines in its discretion,
and any such prior approval of the Limited Partners (if required) so provides,
the General Partner may admit any Person to whom the General Partner proposes to
make such a Transfer as an additional general partner of the Partnership, and
such transferee shall be deemed admitted to the Partnership as a general partner
of the Partnership immediately prior to such Transfer and shall continue the
business of the Partnership without dissolution.

                                   ARTICLE 12
                                  MISCELLANEOUS

         Section 12.01. Entire Agreement; Amendments; Waivers; Termination. (a)
This Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter hereof.

         (b) Any provision of this Agreement (including Article 10) may be
amended or waived by a written agreement executed by the General Partner and
without the approval of any Limited Partner; provided that,

                                       32


              (i) the provisions of Article 8, Section 9.01 and this Section
         12.01(b) may not be amended or waived without the approval of the
         General Partner and each Limited Partner (other than any Special
         Limited Partner referred to in the second sentence of Section 3.06(c)
         (to the extent provided in Section 3.06(c)));

              (ii) no amendment or waiver of the provisions of this Agreement
         may increase the liability of a Limited Partner beyond the liability of
         such Limited Partner expressly set forth in this Agreement or otherwise
         modify or affect the limited liability of such Limited Partner or
         materially impair the value of any Carried Interest Point previously
         awarded to a Limited Partner without the consent of the General Partner
         and the Limited Partner affected thereby; provided, however, that for
         all purposes of this Section 12.01, any amendment of this Agreement
         that is necessary to carry out or reflect the operation of Section 3.05
         shall not require the consent or approval of any Limited Partner; and

              (iii) no provision of this Agreement that relates to or affects
         Greenhill may be amended or waived without the approval of Greenhill.

         (c) The General Partner shall give the affected Limited Partners
written notice of any amendment of this Agreement effected pursuant to Section
12.01(b) within 30 days after the same becomes effective.

         Section 12.02. Mergers and Consolidations. The Partnership may merge or
consolidate with or into one or more Delaware limited partnerships or other
business entities (as defined in the Delaware Act) pursuant to, and in
accordance with, Section 17-211 of the Delaware Act upon the approval of the
General Partner and the Majority Limited Partners; provided that in connection
with any such merger or consolidation, no amendment of any provision of this
Agreement may be effected without the approval required for an amendment of such
provision in accordance with Section 12.01. Notwithstanding anything else
contained in this Agreement, any agreement of merger or consolidation approved
in accordance with the preceding sentence may (x) effect any amendment to this
Agreement or (y) effect the adoption of a new limited partnership agreement for
the Partnership if it is the surviving or resulting entity in such merger or
consolidation.

         Section 12.03. Investment Representation. Each Limited Partner, by
executing this Agreement, represents and warrants that his limited partner
interest in the Partnership has been acquired by him for his own account for
investment and not with a view to resale or distribution thereof and that he is
fully aware that in agreeing to admit him as a Limited Partner, the General
Partner, Greenhill and the Partnership are relying upon the truth and accuracy
of this representation and warranty.

                                       33


         Section 12.04. Successors; Counterparts. This Agreement (i) shall be
binding as to the executors, administrators, estates, heirs and legal successors
of the Limited Partners and (ii) may be executed in several counterparts with
the same effect as if the parties executing the several counterparts had all
executed one counterpart.

         Section 12.05. Governing Law; Severability. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware
as applied between residents of that state entering into contracts wholly to be
performed in that state. In particular, it shall be construed to the maximum
extent possible to comply with all of the terms and conditions of the Delaware
Act. If it shall be determined by court order not subject to appeal or
discretionary review that any provision or wording of this Agreement shall be
invalid or unenforceable under the Delaware Act or other applicable law, such
invalidity or unenforceability shall not invalidate the entire Agreement, in
which case this Agreement shall be construed so as to limit any term or
provision so as to make it enforceable or valid within the requirements of
applicable law, and, in the event such term or provision cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable
provisions.

         Section 12.06. Further Assurance. Each Limited Partner, upon the
request of the General Partner, agrees to perform all further acts and to
execute, acknowledge and deliver any documents that may reasonably be necessary
to carry out the provisions of this Agreement.

         Section 12.07. Filings. The General Partner shall promptly prepare,
following the execution and delivery of this Agreement, any documents required
to be filed and recorded, or, which are in the General Partner's discretion,
appropriate for filing and recording, under the Delaware Act, and the General
Partner, as an authorized person, shall promptly cause each such document to be
filed and recorded in accordance with the Delaware Act and, to the extent
required by local law, to be filed and recorded or notice thereof to be
published in the appropriate place in each State in which the Partnership may
hereafter establish a place of business. The General Partner shall also promptly
cause to be filed, recorded and published such statements of fictitious business
name and other notices, certificates, statements or other instruments required
by any provision of any applicable law of the United States or any State or
other jurisdiction which governs the conduct of its business from time to time.

         Section 12.08. Power of Attorney. (a) Each Limited Partner does hereby
constitute and appoint the General Partner and its officers with full power of
substitution, as his true and lawful representative and attorney-in-fact, in his
name, place and stead to make, execute, sign, deliver and file (i) the
Certificate of Limited Partnership and any amendment thereof required because of
an amendment to this Agreement or in order to effectuate any change in the

                                       34


membership of the Partnership, (ii) any amendments to this Agreement in
accordance with Section 12.01, (iii) all such other instruments, documents and
certificates which may from time to time be required by the laws of the United
States of America, the State of Delaware or any other State, or any political
subdivision or agency thereof, or any foreign country, to effectuate, implement
and continue the valid and subsisting existence of the Partnership or to
dissolve the Partnership and (iv) any document, certificate, instrument or
agreement necessary or desirable to effectuate the transfer of all or any part
of a Limited Partner's limited partner interest in the Partnership in accordance
with the provisions of Articles 3 or 10.

         Such representatives and attorneys-in-fact shall not have any right,
power or authority to amend or modify this Agreement except in accordance with
the terms of this Agreement when acting in such capacities.

         (b) The power of attorney granted pursuant to this Section 12.08 is
coupled with an interest and shall survive and not be affected by the subsequent
death, incapacity, disability, dissolution, termination or bankruptcy of the
Limited Partner granting such power of attorney or the transfer of all or any
portion of such Limited Partner's limited partnership interest in the
Partnership, and extend to such Limited Partner's successors, assigns and legal
representatives.

         Section 12.09. No Bill for Partnership Accounting. Subject to mandatory
provisions of law applicable to a Limited Partner and to circumstances involving
a breach of this Agreement, each of the Limited Partners covenants that it will
not (except with the consent of the General Partner) file a bill for a
Partnership accounting.

         Section 12.10. Goodwill. No value shall be placed on the name or
goodwill of the Partnership.

         Section 12.11. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including electronic mail, facsimile
or similar writing) and shall be given to such party at its address, electronic
mail address or facsimile number set forth in a schedule filed with the records
of the Partnership or such other address, electronic mail address or facsimile
number as such party may hereafter specify for the purpose by notice in like
manner to the General Partner. Each such notice, request or other communication
shall be effective (a) if given by facsimile, when such facsimile is transmitted
to the facsimile number specified pursuant to this Section 12.11 and the
appropriate answerback or confirmation is received, (b) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid (c) if given by electronic mail, when
actually received at the electronic mail address specified pursuant to this
Section 12.11 or (d) if given

                                       35


by any other means, when delivered at the address specified pursuant to this
Section 12.11.

         Section 12.12. Arbitration. In the event that any dispute arises
between a Limited Partner, on the one hand, and Greenhill, the Partnership, the
General Partner or any of its Affiliates, on the other hand, relating to or in
connection with this Agreement, the Partnership and its business or affairs, the
Fund Partnership Agreements or the Funds' business or affairs, such Limited
Partner shall attempt to resolve such dispute by discussion and negotiation
within thirty days after the date one such party (the "INITIATING PARTY")
initially raises such dispute. Any and all disputed issues that are not resolved
in writing by the parties during such thirty (30) day period shall be finally
settled by binding arbitration to be held in Wilmington, Delaware or New York
City, New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, as from time to time amended and in effect.
The parties to this Agreement hereby waive (and agree to cause their respective
Affiliates to waive) any right to refer such dispute or controversy to any other
forum or tribunal. The arbitration panel shall be composed of three arbitrators,
appointed pursuant to the following procedure. The Initiating Party shall notify
the other party (the "RESPONDING PARTY") of the substance of its claim and the
name and address of the arbitrator chosen by the Initiating Party. Within thirty
days of receipt of such notification, the Responding Party shall notify the
Initiating Party of its answer to the claim made, any counterclaim which it
wishes to assert in the arbitration, and the name and address of the arbitrator
chosen by the Responding Party. If this is not done by the Responding Party
within thirty (30) days, appointment of the second arbitrator shall be made by
the American Arbitration Association upon request of the Initiating Party. The
arbitrators shall choose a third arbitrator, who shall serve as president of the
panel thus composed. If the arbitrators fail to agree upon the choice of a third
arbitrator within thirty (30) days from the appointment of the second
arbitrator, the third arbitrator will be appointed by the American Arbitration
Association upon the request of the arbitrators or either of the parties. In all
cases the arbitrators must be persons who are knowledgeable about and have
recognized ability and experience in dealing with the subject matter of the
dispute. The arbitrators will decide the dispute by majority decision and in
accordance with Delaware law. The decision shall be rendered in writing and
shall bear the signatures of at least two arbitrators. It also shall identify
the members of the arbitration panel, and the time and place of the award
granted. Finally, it will determine the expenses of the arbitration and the
party who shall be charged therewith or the allocation of the expenses between
the parties in the discretion of the panel. The arbitration decision shall be
rendered as soon as possible, but in any event not later than six months after
the constitution of the arbitration panel. The arbitration decision shall be
final and binding upon both parties. Judgment upon any award rendered by the
arbitration panel may be entered in any court having jurisdiction thereof or
having jurisdiction over the

                                       36


party against whom enforcement is sought or having jurisdiction over any of such
party's assets. To the maximum extent permitted by law, the parties to this
Agreement hereby waive (and agree to cause their respective Affiliates to waive)
any right of appeal from any judgment rendered upon an award, particularly
including (but not limited to) appeals with respect to any question of law.

         Section 12.13. Withholding. The General Partner shall have the right to
deduct and withhold from any distributions or other assets any federal, state or
local taxes that it determines in good faith to be required by law to be
withheld with respect to income allocable to any Limited Partner.

         Section 12.14. Headings. Section and other headings contained in this
Agreement are for reference only and are not intended to describe, interpret,
define or limit the scope or intent of this Agreement or any provision hereof.



                                   ARTICLE 13
                              CLAWBACK OBLIGATIONS

         Section 13.01. General Partner Clawback. The Partners acknowledge and
agree that the Partnership may be obligated to make payments to the Funds under
Section 10.04(b) of the Fund Partnership Agreements (the "CLAWBACK OBLIGATION").
The Partnership shall satisfy the Clawback Obligation,

              (i) first by payment from each Partner's Segregated Account based
         on each Partner's Pro Rata Share of the Clawback Obligation; and

              (ii) then, each Partner will be required to make a payment
         pursuant to Section 13.02 in an amount equal to such Partner's Pro Rata
         Share of the Clawback Obligation less amounts paid pursuant to clause
         (i) above.

         "PRO RATA SHARE" shall be determined (i) first, based on the amount of
each Partner's Loss Amount for all Clawback Obligation payments up to an amount
equal to the aggregate Loss Amounts and (ii) with respect to any excess, then
based on the aggregate Carried Interest distributions theretofore received by
each Partner including amounts held in the Segregated Accounts after giving
effect to clause (i) above.

         Section 13.02. Guaranty. (a) Each Partner (together with any Person who
may hereafter agree to become a guarantor under this Agreement by signing a
written instrument expressly agreeing to be so bound, each a "GUARANTOR," and
collectively, the "GUARANTORS") hereby unconditionally and irrevocably

                                       37


guarantees severally (and not jointly) the full payment in cash, when due, of
such Guarantor's Pro Rata Share of the Clawback Obligation, and if for any
reason the Partnership (the "OBLIGOR") shall fail fully and punctually to pay
the Clawback Obligation, each of the Guarantors shall pay its Pro Rata Share of
such Clawback Obligation; provided that (i) the payment obligation of each
Guarantor shall be reduced by any amounts applied from such Guarantor's
Segregated Account and (ii) the amount payable by each Guarantor shall not
exceed the aggregate Carried Interest distributions received by such Guarantor
directly or indirectly from the Partnership (or held in such Guarantor's
Segregated Account) less the deemed income tax liability (calculated based on
the Tax Percentage) on income allocated with respect to such Carried Interest
distributions. This Agreement is an absolute, unconditional, continuing
guarantee of payment and not of collection, and is in no way conditioned or
contingent upon any attempt to collect from the Obligor, enforce performance by
the Obligor or on any other condition or contingency.

         (b) Each guaranty pursuant to paragraph (a) above is expressly for the
benefit of the Funds and the limited partners of the Funds (the "FUND LIMITED
PARTNERS") and shall not be impaired, discharged or terminated by any other act
or omission that may, in accordance with applicable law, affect the
enforceability of a guaranty, and shall not be affected by the bankruptcy,
insolvency or inability to pay of the Obligor, a Guarantor or of any other
party.

         (c) Promptly following the determination that a contribution is
required to be made by the Obligor pursuant to Section 10.04(b) of the Fund
Partnership Agreement, the Obligor shall notify the Guarantors of each
Guarantor's Pro Rata Share of the amount of the Clawback Obligation, after
application of the amounts in the Segregated Accounts, which shall be payable to
the Partnership or as otherwise designated in such notice. When the Clawback
Obligation becomes due and payable and the Obligor fails to fully and punctually
pay and perform its Clawback Obligation, the Funds or any of the Fund Limited
Partners may make demand upon a Guarantor for the payment of such Guarantor's
obligations hereunder.

         (d) To the fullest extent permitted by law, the Guarantor irrevocably
waives acceptance hereof, presentment, demand, protest, benefit of order, notice
of dishonor and any notice not provided for herein, as well as any requirement
that at any time any action be taken by any Person against the Obligor or any
other Person.

         (e) The obligations of each Guarantor under this Agreement shall be
unconditional and primary (as though such Guarantor were the maker of its Pro
Rata Share of the Clawback Obligation), irrespective of the validity or
enforceability of the Clawback Obligation, and shall not be affected by any
action taken under the Clawback Obligation in the exercise of any right or
remedy therein conferred, or by any failure or omission on the part of the Funds
or the Fund Limited Partners to enforce any right given thereunder or hereunder
or any remedy therein conferred, or by any failure or omission on the part of
the Funds or the

                                       38


Fund Limited Partners to enforce any right given thereunder or hereunder or any
remedy conferred thereby or hereby, or by any waiver of any term, covenant,
agreement or condition of the Clawback Obligation or this Agreement, or by any
other circumstance which may or might be in any manner or to any extent vary the
risk of any Guarantor hereunder.

         (f) Except for the addition of Guarantors set forth in the following
sentence, this Article 13 may not be amended except with the written consent of
the Required Limited Partners and the unanimous consent of the Guarantors. The
Obligor hereby agrees that it will not admit any Person as a Partner and the
General Partner hereby agrees that it will not permit any Person to become
entitled to any share of its distributions unless such Person shall have first
executed a supplement hereto pursuant to which such Person agrees to become a
Guarantor hereunder and to be bound by the provisions of this Article 13.




                                       39



         IN WITNESS WHEREOF, the undersigned have hereto set their hands as of
the day and year first above written.





         By: Greenhill Fund Management Co., LLC
               as general partner




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





                         Limited Partner Signature Page
                         for GCP Managing Partner, L.P.




         Limited Partner:





         ------------------------------
         Name:




         Limited Partner
         Commencement Date:




         Address for Notices:





         Accepted:



         Greenhill Fund Management Co., LLC





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




                                                                      APPENDIX A

                                   DEFINITIONS

         "ADVISERS ACt" means the Investment Advisers Act of 1940, as amended
from time to time.

         "AFFILIATE" of any Person means any other Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such Person. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

         "AGREEMENT" means this Amended and Restated Agreement of Limited
Partnership, as amended from time to time.

         "ALLOCATION SCHEDULE" has the meaning set forth in Section 3.02(a).

         "ANNUAL ALLOCATION DATE" has the meaning set forth in Section 3.02(a).

         "AUTHORIZED REPRESENTATIVE" has the meaning set forth in Section
2.08(a).

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.

         "CAPITAL ACCOUNT" has the meaning set forth in Section 6.04.

         "CAPITAL COMMITMENT" means with respect to each of the Partners whose
names appear on Schedule III, the amount set forth opposite the name of such
Partner on Schedule III.

         "CAPITAL CONTRIBUTION" has the meaning set forth in Section 5.01.

         "CARRIED INTEREST" means the Carried Interest (as defined in the Fund
Partnership Agreements) that may be distributed to the Partnership, as general
partner of the Funds.

         "CARRIED INTEREST ANNUAL POOL" has the meaning set forth in Section
3.02.

         "CARRIED INTEREST POINTS" has the meaning set forth in Section 3.02(a).

         "CARRIED INTEREST SHARE" has the meaning set forth in Section 3.02(a).

                                      A-1


         "CARRY PARTICIPATING PARTNER" means, with respect to any Individual
Carry Annual Pool, any Partner who has an Annual Interest in such Annual Pool.

         "CARRY VESTED PERCENTAGE" has the meaning set forth in Section 3.05.

         "CAUSE" means (i) any act or omission which constitutes a breach by the
Limited Partner of the Limited Partner's obligations to the Partnership or
Greenhill or any of its Affiliates or the failure or refusal of the Limited
Partner to perform satisfactorily any duties reasonably required of the Limited
Partner, which breach, failure or refusal is not corrected (other than failure
to correct by reason of the incapacity of the Limited Partner due to physical or
mental illness) within 10 Business Days after written notification thereof to
the Limited Partner by the Partnership or Greenhill or any of its Affiliates,
(ii) the commission by the Limited Partner of any dishonest or fraudulent act
injurious to the interests or business reputation of any of the Partnership or
Greenhill, or any of its Affiliates, (iii) any other act or omission which is
materially injurious to the interests or business reputation of any of the
Partnership or Greenhill, or its Affiliates or (iv) a substantial violation of
any securities or commodities laws, any rules or regulations issued pursuant to
such laws, or rules and regulations of any securities or commodities exchange or
association of which the Partnership or Greenhill or any of its Affiliates is a
member or of any policy of the Partnership or Greenhill or any of its Affiliates
relating to compliance with any of the foregoing.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

         "COMPANY" has the meaning set forth in the Recitals of this Agreement.

         "CONTRIBUTING PARTNERS" has the meaning set forth in Section 5.01.

         "CONVERSION" has the meaning set forth in the Recitals of this
Agreement.

         "DELAWARE ACT" has the meaning set forth in the Recitals of this
Agreement.

         "ELIMINATION EVENT" has the meaning set forth in Section 3.05(d).

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "FORFEITED CARRIED INTEREST POINTS" has the meaning set forth in
Section 3.05(c).

         "FORFEITED INTEREST PARTNER" has the meaning set forth in Section
6.02(b).

         "FORFEITURE EVENT" has the meaning set forth in Section 3.05(c).

                                      A-2


         "FULLY REDUCED PARTNER" has the meaning set forth in Section 3.06(d).

         "FUND INVESTMENT" means, with respect to any Fund, any Investment (as
defined in the applicable Fund Partnership Agreement) made by such Fund pursuant
to such Fund Partnership Agreement.

         "FUND PARTNERSHIP AGREEMENTS" means the agreement of limited
partnership of each of the Funds, as amended and in effect from time to time.

         "FUND PARTNERSHIP EXPENSES" means any Partnership Expenses (as defined
in any Fund Partnership Agreement).

         "FUNDS" has the meaning set forth in Section 1.04.

         "GENERAL PARTNER" means Greenhill Fund Management Co., LLC, or any
other Person who, at such time, has been admitted as a general partner of the
Partnership, in such Person's capacity as general partner of the Partnership.

         "GREENHILL" means Greenhill & Co. Holdings, LLC.

         "INDEMNIFICATION OBLIGATION" has the meaning set forth in Section
8.01(b).

         "INDEMNIFIED PERSON" means each Limited Partner and each director,
officer, stockholder, employee, agent or representative of the Partnership, the
General Partner or of Greenhill or any of their respective Affiliates.

         "INITIATING PARTY" has the meaning set forth in Section 12.12.

         "INVESTMENT COMMITTEE" means the Investment Committee of the General
Partner as constituted pursuant to the Amended and Restated Limited Liability
Company Agreement of the General Partner.

         "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended from time to time.

         "INVESTMENT EXPENSE" has the meaning set forth in Section 4.01.

         "INVESTMENT PERCENTAGE" means, with respect to any Contributing
Partner, the percentage derived by dividing (i) such Contributing Partner's
aggregate Capital Contributions by (ii) the aggregate Capital Contributions of
all Contributing Partners.

         "INVESTOR" means each or any investor in any Partnership or Fund
Investment.

                                      A-3


         "LIMITED PARTNER" means, at any time, any Person (including any such
Person who has become a Special Limited Partner in accordance with this
Agreement) who is at such time a limited partner of the Partnership and shown as
such on the books and records of the Partnership, in such Person's capacity as
limited partner of the Partnership.

         "MAJORITY LIMITED PARTNERS" means, at any time and with respect to a
matter, Limited Partners entitled to vote on such matter holding at such time
more than 50% of all of the Carried Interest Points of all Limited Partners
entitled to vote on such matter (and present for purposes of a quorum, if
applicable) at such time.

         "NET INCOME" has the meaning set forth in the applicable Partnership
Agreement.

         "NET LOSS" has the meaning set forth in the applicable Partnership
Agreement.

         "PARTIALLY REDUCED PARTNER" has the meaning set forth in Section
3.05(c).

         "PARTICIPATION PERCENTAGE" means, with respect to any Carry
Participating Partner and any Fund Investment, such Carry Participating
Partner's share of the Carried Interest Share arising from such Fund Investment
as determined in the manner set forth in Section 3.02.

         "PARTNER" means the General Partner or any Limited Partner, and
"Partners" means, collectively, the General Partner and the Limited Partners.

         "PARTNERSHIP" means GCP Managing Partner, L.P., a Delaware limited
partnership, as such limited partnership may from time to time be constituted.

         "PARTNERSHIP EXPENSES" has the meaning set forth in Section 4.01.

         "PERSON" means any individual, partnership, corporation, limited
liability company, trust, estate or designated beneficiary or other entity.

         "PORTFOLIO COMPANY" means, with respect to any Fund Investment, any
Person that is the issuer of the equity securities, debt securities or other
securities that are the subject of such Fund Investment.

         "PROCEEDING" means any action, claim, suit, investigation or proceeding
by or before any court, arbitrator, governmental body or other agency.

         "PROCEEDS" means, with respect to any Fund Investment, all cash and
non-cash proceeds received by the Partnership from any sale of, or distribution
from,

                                      A-4


such Fund Investment, including any dividends, interest or other distributions
received by the Partnership in respect of such Fund Investment (net of any sales
commissions, fees or other Investment Expense incurred, directly or indirectly,
by the Partnership in connection with such receipt).

         "PROPRIETARY INFORMATION" means any information that may have intrinsic
value to the Partnership or Greenhill, or its Affiliates, clients or other
parties with which the Partnership or Greenhill, or its Affiliates has a
relationship, or that may provide the Partnership or Greenhill, or its
Affiliates with a competitive advantage, including, without limitation, any
trade secrets; formulas; flow charts; computer programs, access codes or other
systems information; algorithms; business, product or marketing plans; sales and
other forecasts; financial information; client lists; and information relating
to compensation and benefits; provided that such Proprietary Information does
not include any information which is available to the general public or is
generally available within the relevant business or industry other than as a
result of the Limited Partner's action. Proprietary Information may be in any
medium or form, including without limitation, physical documents, computer files
or discs, videotapes, audiotapes, and oral communications.

         "REALLOCATED CARRIED INTEREST POINTS" means Carried Interest Points
which have been reallocated in accordance with Section 3.02.

         "REQUIRED PARTNERS" means, with respect to a fiscal year, both (i)
Partners having a majority of the Carried Interest Points awarded for such year
and (ii) the General Partner.

         "RESERVED CARRIED INTEREST POINTS" has the meaning set forth in Section
3.02(c).

         "RESPONDING PARTY" has the meaning set forth in Section 12.12.

         "SEGREGATED ACCOUNT" has the meaning set forth in Section 6.02(a).

         "SPECIAL LIMITED PARTNER" has the meaning set forth in Section 3.05(a).

         "SUBSTITUTED LIMITED PARTNER" has the meaning set forth in Section
         10.02.

         "TAX MATTERS PARTNER" has the meaning set forth in Section 2.07(c).

         "TRANSFERS" has the meaning set forth in Section 10.01(a).

         "VESTED CARRIED INTEREST POINTS" has the meaning set forth in Section
3.05(c).

                                      A-5







                                                                   Exhibit 10.20



                      ASSIGNMENT AND SUBSCRIPTION AGREEMENT

     ASSIGNMENT AND SUBSCRIPTION AGREEMENT (this "AGREEMENT") dated as of
January 1, 2004, by and among the Limited Partners party hereto (each an
"ASSIGNOR"), Greenhill & Co. Holdings LLC (the "ASSIGNEE") and GCP, L.P. (the
"GENERAL PARTNER"), the General Partner of Greenhill Capital, L.P., a Delaware
limited partnership (the "PARTNERSHIP").

                              W I T N E S S E T H :

     WHEREAS, each Assignor is presently a Limited Partner having a limited
partner interest in the Partnership under the Amended and Restated Agreement of
Limited Partnership of Greenhill Capital, L.P. dated as of June 30, 2000 (as
amended or modified, the "PARTNERSHIP AGREEMENT") with a Capital Commitment set
forth in Exhibit A and wishes to assign to the Assignee a portion of the limited
partner interest in the Partnership of the Assignor which corresponds to an
Available Capital Commitment set forth in Exhibit A next to the name of such
Assignor under the caption "Assignor Available Capital Commitment Assigned to
Assignee" (with respect to such Assignor, the "ASSIGNED INTEREST"), and the
Assignee wishes to accept the assignments of such Assigned Interest;

     WHEREAS, subject to the agreements, covenants, representations and
warranties contained herein, the General Partner is willing to consent and agree
to this Agreement and the assignment effected hereby.

     NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained, the parties hereto do hereby agree as follows:


1.   Definitions.

     Capitalized terms used in this Agreement and not otherwise defined herein
shall have the meanings ascribed to them in the Partnership Agreement.

2.   Assignment and Assumption.

     (a) For value received, each Assignor does hereby transfer, convey, grants
and assign all of its right, title and interest, direct or indirect, contingent
or otherwise, in the Assigned Interest to the Assignee, effective as of the date
hereof (the "ASSIGNMENT").

     (b) Each Assignor hereby covenants and agrees with the Assignee that such
Assignor shall execute and deliver such further instruments and do such further
reasonable acts and things as may be required to convey the Assigned Interest to
the Assignee. No interest of any Assignor in any existing Investment is being
transferred hereby.



     (c) The Assignee hereby (i) accepts the Assignment of each Assigned
Interest, (ii) assumes all obligations, liabilities and commitments of each
Assignor with respect to the Assigned Interest.

3.   Representations and Warranties of the Assignor.

     Each Assignor severally and not jointly represents and warrants to the
Partnership and the General Partner that the execution, delivery and performance
by such person of this Agreement are within such person's legal right, power and
capacity, require no action by or in respect of, or filing with, any
governmental body, agency, or official, and do not and will not contravene, or
constitute a default under, any provision of applicable law or regulation or of
any agreement, judgment, injunction, order, decree or other instrument to which
such person is a party or by which such person or any of his or her properties
or assets is bound. This Agreement constitutes a valid and binding agreement of
such Assignor, enforceable against such Assignor in accordance with its terms.

4.   Assignee Representations and Warranties.

     The Assignee represents and warrants to the Partnership and the General
Partner that the Assignee is a limited liability company that is duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and the execution, delivery and performance by it of this Agreement are within
its powers, have been duly authorized by all necessary corporate or other action
on its behalf, require no action by or in respect of, or filing with, any
governmental body, agency or official, and do not and will not contravene, or
constitute a default under, any provision of applicable law or regulation or of
its organizational documents or any agreement, judgment, injunction, order,
decree or other instrument to which the Assignee is a party or by which the
Assignee or any of the Assignee's properties or assets is bound. This Agreement
constitutes a valid and binding agreement of the Assignee, enforceable against
the Assignee in accordance with its terms.

5.   Consent of the General Partner

     Subject to the agreements, covenants, representatives and warranties
contained herein, the General Partner hereby (i) consents to the Assignment and
(ii) acknowledges the admission of the Assignee to the Partnership as a
Substituted Limited Partner to the extent of each Assigned Interest.


                                        2


6.   Disclosure of Tax Treatment.

     Notwithstanding any provision of the Partnership Agreement or this
Agreement to the contrary, the General Partner and the Partnership authorize the
Assignee and Assignor (and each of their respective employees, representatives
or other agents) to disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of the Assignment, the Partnership and
the Partnership's investments and all materials of any kind (including opinions
or other tax analyses) that are provided to such Assignee or Assignor relating
to such tax treatment or tax structure; provided that the foregoing does not
constitute an authorization to disclose information identifying the Partnership,
any Limited Partner, 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.

7.   Miscellaneous.

     (a) Governing Law. This Agreement and all rights and obligations hereunder
and all provisions hereof shall be governed by and construed in accordance with
the internal laws of the State of New York.

     (b) Counterparts. This Agreement may be executed in more than one
counterpart each of which may be executed by less than all the parties with the
same effect as if the parties executed a single document as of the effective
date of this Agreement.


                                        3


                     SIGNATURE PAGE: GREENHILL CAPITAL, L.P.

TO BE SIGNED BY ASSIGNOR AND ASSIGNEE:

     This page constitutes the signature page for the Assignment of an Assigned
Interest in the Partnership: (I) Assignment and Subscription Agreement and (II)
Agreement of Limited Partnership of Greenhill Capital, L.P.

     IN WITNESS WHEREOF, each of the undersigned has executed this Signature
Page this ___ day of __________________, 200_.




TO BE SIGNED BY EACH ASSIGNOR:         TO BE SIGNED BY THE ASSIGNEE:
-----------------------------          ----------------------------

Execution of this Signature Page       Execution of this Signature Page
constitutes execution by the Assignor  constitutes execution by the Assignee
of the Assignment and Subscription     of (i) the Assignment and Subscription
Agreement.                             Agreement and (ii) the Partnership
                                       Agreement.



------------------------------------  -----------------------------------------
Print Name of Assignor                GREENHILL & CO. HOLDINGS, LLC



By:                                    By:
   ---------------------------------      --------------------------------------
   Signature of Assignor                  Signature of Authorized Signatory




                                       -----------------------------------------
                                       Print Name of Authorized Signatory



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


                                       Print Title of Authorized Signatory



TO BE SIGNED BY THE PARTNERSHIP:       TO BE SIGNED BY THE GENERAL PARTNER:
-------------------------------        -----------------------------------

Execution of this Signature Page       The above-named Assignee's purchase
constitutes execution by the           of an Assigned Interest in, and
undersigned of the above-named         admission as a limited partner
Assignee's Assignment and              of, the Partnership are
Subscription Agreement as of           accepted and agreed as of

---------------------------------.     ---------------------------------.

GREENHILL CAPITAL, L.P.                GCP, L.P.,
                                       AS GENERAL PARTNER

By: GCP, L.P.,                         By: Greenhill Capital Partners, LLC
    its General Partner                    its General Partner

By: Greenhill Capital Partners, LLC   By:
    its General Partner                  --------------------------------------
                                          Name:
                                          Title:
By:
   ---------------------------------
          Name:

          Title:





                    4




                EXHIBIT A



                                     ASSIGNOR AVAILABLE    AVAILABLE CAPITAL       ASSIGNOR AVAILABLE
                  ASSIGNOR CAPITAL   CAPITAL COMMITMENT   COMMITMENT ASSIGNED      CAPITAL COMMITMENT
NAME OF ASSIGNOR   COMMITMENT ($)    PRE-ASSIGNMENT ($)     TO ASSIGNEE ($)        POST-ASSIGNMENT ($)
----------------  ---------------    ------------------   -------------------      -------------------







                                                          -------------------
                                                            Total:




                                        6

Exhibit 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 9, 2004, in the Registration Statement filed April 30, 2004 (Amendment No. 4 to Form S-1 No. 333-113526) and related Prospectus of Greenhill & Co., Inc.

/s/ Ernst & Young LLP

New York, New York
April 30, 2004