GHL » Topics » New Commitment

This excerpt taken from the GHL 8-K filed Apr 5, 2005.
New Commitment”) shall:

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

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

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

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

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

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

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

     (i) Notwithstanding any other provision of this Agreement, the Partnership and the General Partner, on its own behalf or on behalf of the Partnership, shall enter into and carry out the terms of the Management Agreement, subscription agreements with the Limited Partners, and any other agreements to induce a Person to purchase a limited partner interest in the Partnership (each, a “

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