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					ED ON 911512009




                  AON SERVICES CORPORATION,
                                                                              : IndexNo.:
                                                   Plaintiff,
                                                                              : Date of Purchase:
                                        -against-

                  FAIRFIELD GREENWICH ADVISORS, LLC
                  and FAIRFIELD GREENWICH LIMITED,  :

                                                   Defendants.
                  -----r----r--------l--------------'----"-----------------




                                        YOU ARE HEREBY SUM                                          to serve upon

                  Plaintiffs attorney an answer to the complaint

                  the service of this summons, exclusive of the day of service, or w i h n thirty (30) days

                  after service is complete if this summons is not personally delivered to you within the

                  State of New York. In case of your failure to answer, judgment will be taken against you

                  by default for the relief demanded in the complaint.

                                        This action will be heard in the Supreme Court of the State of New York

                  in and for the County of New York on the basis of the subject property's location in New

                  York County.




                  NY798080.1
                  2 14574-10001
Dated: New York, New York
       September 15,2009




                                        LOEB & LOEB LLP




                                        /dodidxowitz
                                         345 Park Avenue
                                         New York, New York 10154-0037
                                         (2 12) 407-4000

                                        Attorneys for Plaintiffs

TO: Fairfield Greenwich Advisors, LLC
    c/o Steve Ganfer, Esq.
    360 Lexington Avenue
    New York, New York 10017
              -and-
    55 East 52ndStreet
    New York, New York 10022

    9 19 Third Avenue
    New York, New York 10022

    Fairfield Greenwich Limited
    c/o Steve Ganfer, Esq.
    360 Lexington Avenue
    New York, New York 10017
              -and-
    55 East 52"d Street
    New York, New York 10022

    9 19 Third Avenue
    New York, New York 10022




NY798080.1
214574-10001
     e                     e                     0                                 I               W




SUPREME COURT Oq THE STATE OF NEW YORK
COUNTY OF NEW YqFW


AON SERVICES CORPORATION,
                                                             : IndexNo.:
                                Plaintiff,

                     -against-

FAIRFIELD GREENWICH ADVISORS, LLC
and FAIRFIELD GREENWICH LIMITED,  :
                                                                                      O9602841
                                Defendants.
--------------------______r__r_l________------------------




          Plaintiff Aon Services Corporation                                          Loeb & Loeb

LLP, for its complaint against Defendants Fairfield Greenwich Advi>ors, LLC ((‘Advisors”) and
                                                                           -
                                                                           .
                                                                           %




Fairfield Greenwich Limited (“Limited,” and collectively with Advisors, “Defendants”) alleges:

                                                     NATURE OF ACTION

           1.        Aon brings this action to recover damages caused by Advisors’ breach of its

sublease for certain real property located at 55 East 52”dStreet, New York, New York, and for

Limited’s breach of a guwanty of payment of rent for such sublease. Despite due demand by

Aon, in addition to other breaches of material provisions of the parties’ sublease as described

herein, Advisors has for at least three months failed to pay rent due to Aon under the sublease,

Limited, which executed a written guaranty of payment and performance by Advisors of its

sublease obligations, has likewise failed to pay Aon any part of the amount owed by Advisors as

required by the terms of such guaranty. Advisors has thus breached its sublease, and Limited has

breached its guaranty, and Aon seeks damages for Defendants’ breaches.
    0                e             a                                              e



                                          THE PARTIES

        2.     Plaintiff, Aon Services Corporation, is a corporation organized and existing under

the laws of the State of Illinois, with its principal place of business at 200 East Randolph Street,

Chicago, Illinois.

        3.     Upon information and belief, Defendant Fairfield Greenwich Advisors, LLC is a

Delaware limited liability company with its principal place of business at 9 19 Third Avenue,

New York, New York.

        4.     Upon infomation and belief, Defendant Fairfield Greenwich Limited is a

Cayman Islands corporation with its principal place of business at 9 19 Third Avenue, New York,

New York.

                                         JURISDICTION

        5.     Jurisdiction is proper in this Court because Defendants transact business in the

State of New York and the events that gave rise to this action all occurred within the State of

New York.

        6.     Venue is proper in this Court because the real property at issue is located at 55

East 52”dStreet, New York, New York.


                FACTUAL ALLEGATIONS RELEVANT TO ALL CLAIMS

The Sublease and Guaranty

        7.     On or about December 2 1,2006, Aon Corporation (“Aon Corp.”), as

Sublandlord, and Advisors, as Subtenant, entered into a sublease agreement (the “Sublease’))

whereby Aon Corp. leased to Advisors the entire thirty-third floor of the building located at 55

East 52ndStreet, New York, New York (the “Subleased Premises”). A copy of the Sublease is

attached as Exhibit A.




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          8.     The Sublease was subject to and incorporated by reference the terms, covenants

and conditions of a lease dated July 16,2002 between ABN AMRO Bank N.V (ABN) and Park

Avenue Plaza Company L.P., the owner of the building containing the Subleased Premises (the

          The
“Lease’)’)). Lease was assigned by ABN to Aon Corp. on or about July 16,2002.

          9.     In order to induce Aon Corp. to lease the Subleased Premises to Advisors, on or

about December 2 1,2006, Limited entered into a written guaranty of payment and performance

to Aon C o p . of Advisors’ Sublease obligations, including but not limited to Advisors’ payment

to Aon Corp. of rent and additional rent (the “Guaranty”). A copy of the Guaranty is attached as

Exhibit B. The Guaranty is a continuing guaranty.

          10.    On or about December 27,2006, Aon Corp. assigned the Lease and the Sublease

to Aon.

          1 1.   The Sublease commenced on or about June 1,2007. The term of the Sublease

expires on April 29, 2023 (the “Expiration Date”).

          12.    Pursuant to the Sublease, for the first five years of the Sublease, Advisors was

obligated to pay rent in advance on the first day of each month in the amount of $229,729.50.

For years six through ten, of the Sublease, Advisors was obligated to pay rent in advance on the

first day of each month in the amount of $242,352.00, For the remaining term through the

Expiration Date, Advisors was obligated to pay rent in advance on the first day of each month in

the amount of $254,974.50.

          13.    Pursuant to the Sublease, Advisors was obligated to pay additional rent, as

defined in the Sublease, in advance on the first day of each month in the amounts specified in the

Sublease.




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        14.     Pursuant to the Sublease, Advisors was obligated to provide a security deposit in

the form of a letter of credit in the initial amount of $2,756,754.00 issued by a United States-

based financial institution with assets of at least $2 billion. Further, in the event that the letter of

credit provided by Advisors expired prior to the end of the Sublease, Advisors was obligated to

provide a replacement letter of credit.

Advisors Failed to Replace the Expirinv Letter of Credit

        15.     Advisors provided Aon with a letter of credit from JPMorgan Chase Bank, N.A.

(“JPMorgan”) identified as No. TTTS-302653 (the “LOC”).

        16,     Aon was advised by JPMorgan that the LOC was going to expire on April 29,

2009 and would not be automatically extended.

        17.     Aon requested that Advisors replace the expiring LOC.

        18.     Advisors informed Aon it could not replace the expiring LOC.

        19.     When Advisors failed to replace the LOC prior to its expiration, Aon drew on the

LOC and established a cash security deposit of $2,756,754.00 for Advisors.

Advisors Failed to Pay Rent When Due

        20.     Advisors failed to pay rent and additional rent when due for the months of June,

July and August 2009.

        2 1.    Aon demanded payment of such rent and additional rent due for the months of

June, July and August 2009. but Advisors has failed to pay any such amounts due. Copies of

Aon’s demands for rent and additional rent for those months are attached as Exhibit C.

        22.     Aon has reduced Advisors’ current cash security deposit for Advisors’ unpaid rent

and additional rent.




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        23.     Aon has demanded that Advisors provide cash or a letter of credit equal to the

amount of unpaid rent in order to increase the current security deposit to the level required under

the Sublease.

        24.     Advisors bas failed to provide Aon with any additional cash or a letter of credit so

as to increase its current security deposit to the level required under the Sublease.

Advisors Surrendered Ppssession of the Subleased Premises

        25.     On or about July 13,2009, Aon and Advisors entered into a surrender agreement

(the “Surrender Agreement”) whereby Advisors surrendered the Subleased Premises to Aon as of

July 1, 2009 but remained obligated to pay rent and additional rent under the Sublease through

and including the Expiration Date. Aon further retained all of its rights and remedies against

Advisors, including but not limited to its right to seek damages from Advisors for its default

under the Sublease.

        26.     On or about July 13,2009, Limited consented to the Surrender Agreement and

ratified and confirmed that the Guaranty is in full force and effect notwithstanding the Surrender

Agreement.

Aon Dulv Terminated the Sublease

        27.     On or about August 11,2009, due to Advisors’ continuing default in the payment

of rent and additional rent and its failure to fulfill its covenants under the Sublease, Aon notified

Advisors that the Sublease would be cancelled in five ( 5 ) days. To date, Advisors has not cured

any of its defaults under the Sublease. A copy of Aon’s cancellation notice to Advisors is

attached as Exhibit D.

Limited Failed to Fulfill its Guarantv Obligations

        28,     On or about August 11,2009, pursuant to the Guaranty, Aon sent Limited a

written demand for rent for the months of June, July and August 2009, in the amounts as follows:


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    $230,601.55 for June, 2009; $230,601.55 for July, 2009, and $230,601.55 for August, 2009.

    Aon also demanded that Limited promptly provide a replacement for the expired Letter of

    Credit. A copy of Aon’s demand to Limited is attached as Exhibit E.

            29.     To date, Limited has failed to pay any of the amounts owed by Advisors and has

    failed to provide a cash or a replacement letter of credit so as to increase the security deposit to

    its required level under the Sublease.

    Aon Has Attempted to Mitigate its Damages

            30.     Since Advisors surrendered the Subleased Premises, Aon has made commercially

    reasonable efforts to re-rent the Subleased Premises.

            3 1.    Since Advisors surrendered the Subleased Premises, Aon has not re-rented the

    Subleased Premises or mgde use of the Subleased Premises.

    Aon’s Damages

            32.     Current market rental rates for leases comparable to the Sublease are significantly

    lower than the rental rates under the Sublease.

            33.    Fixed annual rent due under the Sublease for the period September 1,2009

    through the Expiration Date is approximately $40,275,873.

            34.     Fixed annual rent due under a sublease proposal forwarded to A m by Advisors

    involved Base Rent of approximately $21,145,212 through the Expiration Date.


                                      FIRST CLAIM FOR RELIEF
                                           (Breach of Lease)

            35.    Aon repeats and realleges the allegations set forth in paragraphs 1 through 34 of

    this Complaint as if fully set forth herein.

            36.    At all relevant times, Aon either complied with, or remained ready, willing and

    able to comply with, its abligations pursuant to the Sublease.


                                                      6
    0




        37.    Advisors has breached the Sublease by failing to pay rent and additional rent due

for the months of June, July and August 2009 and by failing to provide the security deposit

required under the Sublease.

        38.    As a result of Advisors’ breach of the Sublease, Aon has been damaged in an

amount to be proven at trial, but no less than $1 9,000,000.00, not including interest.

                                 SECOND CLAIM FOR RELIEF
                                     (Breach of Guaranty)

        39.     Aon repeats and realleges the allegations set forth in paragraphs 1 through 34 of

this Complaint as if fully set forth herein.

        40.     Limited entered into the Guaranty.

        41.     In reliance on Limited’s Guaranty, Aon Corp. entered into the Sublease with

Advisors.

        42.    At all relevant times, Aon either complied with, or remained ready, willing and

able to comply with, its obligations pursuant to the Sublease.

        43.    Limited has failed to honor the Guaranty after demand made therefore.

        44.    As a result of Limited’s breach of the Guaranty, Aon has been damaged in an

amount to be proven at trial, but no less than $19,000,000.00, not including interest.


                                     PRAYER FOR RELIEF
        WHEREFORE, Plaintiff demands judgment as follows:

        (a)    enter judgment in its favor and against Defendants on each and every one of the

claims in this Complaint;

        (b)    award Plaintiff damages, including liquidated damages as set forth in the Lease, in

an amount to be proven qt trial, but no less than $19,000,000.00, plus costs, interest and

attorneys’ fees;
                    a 1            e                              m              e



          (c)   grant such other and further relief as this Court deems just and proper.




Dated: New York, New York
       September 15,2009


                                              LOEB & LOEB LAP

                                              By:    ~~~~




                                                    Br'anR. o low
                                                    Jddi R.Sawditz
                                                    345 Park Avenue
                                                    New York, New York 10154-1895
                                                    (2 12) 407-4000

                                                    Attorneys for Plaintiff
                                                    Aon Services Corporation




NY797091.2
2 14574-10001




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