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"), ▇▇▇▇▇▇▇▇▇ & 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.
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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.
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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:
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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.
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Print Name of Assignor ▇▇▇▇▇▇▇▇▇ & 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: ▇▇▇▇▇▇▇▇▇ Capital Partners, LLC
its General Partner its General Partner
By: ▇▇▇▇▇▇▇▇▇ Capital Partners, LLC By:
its General Partner --------------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
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EXHIBIT A
ASSIGNOR AVAILABLE AVAILABLE CAPITAL ASSIGNOR AVAILABLE
ASSIGNOR CAPITAL CAPITAL COMMITMENT COMMITMENT ASSIGNED CAPITAL COMMITMENT
NAME OF ASSIGNOR COMMITMENT ($) PRE-ASSIGNMENT ($) TO ASSIGNEE ($) POST-ASSIGNMENT ($)
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Total:
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