GHL » Topics » . Entire Agreement; Amendments; Waivers; Termination.

This excerpt taken from the GHL 8-K filed Apr 5, 2005.
. 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,

     (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)));

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     (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

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