10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to      .

Commission file number 001-32147

GREENHILL & CO., INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	51-0500737
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)
300 Park Avenue
New York, New York	10022
(Address of Principal Executive Offices)	(ZIP Code)

Registrant’s telephone number, including area code: (212) 389-1500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller Reporting Company o
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of April 30, 2010, 29,453,976 shares of the Registrant’s common stock were outstanding.

TABLE OF CONTENTS

Item No.	Page
Part I. Financial Information		4
1. Condensed Consolidated Financial Statements		4
Condensed Consolidated Statements of Financial Condition as of March 31, 2010 (unaudited) and December 31, 2009		4
Condensed Consolidated Statements of Income for the three months ended March 31, 2010 and 2009 (unaudited)		5
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2010 and 2009 (unaudited)		6
Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2010 (unaudited) and year ended December 31, 2009		7
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (unaudited)		8
Notes to Condensed Consolidated Financial Statements (unaudited)		9
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
3. Quantitative and Qualitative Disclosures About Market Risk		36
4. Controls and Procedures		36
Part II. Other Information		37
1. Legal Proceedings		37
1A. Risk Factors		37
2. Unregistered Sales of Equity Securities and Use of Proceeds		37
3. Defaults Upon Senior Securities		37
4. Other Information		37
5. Exhibits		38
Signature		S-1
Exhibits
EX-10.52
EX-10.53
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

AVAILABLE INFORMATION

     Greenhill & Co., Inc. files current, annual and quarterly reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. You may read and copy any document the company files at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov. Copies of these reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, U.S.A.

     Our public internet site is http://www.greenhill.com. We make available free of charge through our internet site, via a link to the SEC’s internet site at http://www.sec.gov, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers and any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Also posted on our website in the “Corporate Governance” section, and available in print upon request of any stockholder to the Investor Relations Department, are charters for our Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee, our Corporate Governance Guidelines, Related Party Transaction Policy and Code of Business Conduct & Ethics governing our directors, officers and employees. You may need to have Adobe Acrobat Reader software installed on your computer to view these documents, which are in PDF format.

3

Part I. Financial Information

Item 1. Financial Statements

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Financial Condition

	As of
	March 31,
	2010			December 31,
	(unaudited)			2009
Assets
Cash and cash equivalents	$	45,297,896		$	74,473,459
Financial advisory fees receivable, net of allowance for doubtful accounts of $0.0 million as of March 31, 2010 and December 31, 2009		22,257,868			26,021,124
Other receivables		9,319,219			4,980,749
Property and equipment, net		12,098,395			12,794,680
Investments in affiliated merchant banking funds		83,256,483			71,844,438
Other investments		83,558,727			78,516,718
Due from affiliates		454,219			233,617
Goodwill		19,397,087			18,721,430
Deferred tax asset		34,288,351			40,101,916
Other assets		669,135			701,352
Total assets	$	310,597,380		$	328,389,483
Liabilities and Equity
Compensation payable	$	1,180,995		$	31,855,992
Accounts payable and accrued expenses		10,903,047			7,295,857
Bank loan payable		75,705,000			37,150,000
Taxes payable		4,908,477			18,141,138
Due to affiliates		—			393,288
Total liabilities		92,697,519			94,836,275
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 33,847,439 and 33,254,271 shares issued as of March 31, 2010 and December 31, 2009, respectively; 28,315,131 and 27,977,623 shares outstanding as of March 31, 2010 and December 31, 2009, respectively		338,474			332,543
Restricted stock units		65,235,708			81,219,868
Additional paid-in capital		272,770,657			237,716,672
Exchangeable shares of subsidiary; 257,156 shares issued as of March 31, 2010 and December 31, 2009; 132,955 shares outstanding as of March 31, 2010 and December 31, 2009		7,937,414			7,937,414
Retained earnings		193,461,247			206,974,630
Accumulated other comprehensive income (loss)		(11,950,668	)		(8,737,728	)
Treasury stock, at cost, par value $0.01 per share; 5,532,308 and 5,276,648 shares as of March 31, 2010 and December 31, 2009, respectively		(313,455,602	)		(293,391,405	)
Stockholders’ equity		214,337,230			232,051,994
Noncontrolling interests		3,562,631			1,501,214
Total equity		217,899,861			233,553,208
Total liabilities and equity	$	310,597,380		$	328,389,483

See accompanying notes to condensed consolidated financial statements (unaudited).

4

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Income (unaudited)

	For the Three Months Ended
	March 31,
	2010		2009
Revenues
Financial advisory fees	$	36,597,309	$	65,144,694
Merchant banking and other investment revenues		12,238,653		(3,390,755	)
Interest income		19,966		72,740
Total revenues		48,855,928		61,826,679
Expenses
Employee compensation and benefits		32,155,012		28,440,274
Occupancy and equipment rental		3,149,289		2,549,996
Depreciation and amortization		752,157		1,153,761
Information services		1,739,077		1,489,606
Professional fees		2,243,866		1,432,116
Travel related expenses		2,217,730		1,911,687
Interest expense		528,042		353,646
Other operating expenses		2,898,498		2,100,504
Total expenses		45,683,671		39,431,590
Income before taxes		3,172,257		22,395,089
Provision for taxes		320,455		8,676,617
Consolidated net income		2,851,802		13,718,472
Less: Net income (loss) allocated to noncontrolling interests		2,339,906		(179,643	)
Net income allocated to common stockholders	$	511,896	$	13,898,115
Average shares outstanding:
Basic		29,607,997		29,404,027
Diluted		29,701,773		29,457,672
Earnings per share:
Basic	$	0.02	$	0.47
Diluted	$	0.02	$	0.47
Dividends declared and paid per share	$	0.45	$	0.45

See accompanying notes to condensed consolidated financial statements (unaudited).

5

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

	For the Three Months Ended
	March 31,
	2010			2009
Consolidated net income	$	2,851,802		$	13,718,472
Consolidated currency translation adjustment, net of tax		(4,763,017	)		(4,289,157	)
Comprehensive income (loss)		(1,911,215	)		9,429,315
Less: Net income (loss) allocated to noncontrolling interests		2,339,906			(179,643	)
Plus: Currency translation adjustment, net of tax, allocated to noncontrolling interests		1,550,077			2,470,613
Comprehensive income (loss) allocated to common stockholders	$	(2,701,044	)	$	12,079,571

See accompanying notes to condensed consolidated financial statements (unaudited).

6

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

	Three Months
	Ended
	March 31,			Year Ended
	2010			December 31,
	(unaudited)			2009
Common stock, par value $0.01 per share
Common stock, beginning of the year	$	332,543		$	328,304
Common stock issued		5,931			4,239
Common stock, end of the period		338,474			332,543
Restricted stock units
Restricted stock units, beginning of the year		81,219,868			59,525,357
Restricted stock units recognized		11,982,879			40,526,780
Restricted stock units delivered		(27,967,039	)		(18,832,269	)
Restricted stock units, end of the period		65,235,708			81,219,868
Additional paid-in capital
Additional paid-in capital, beginning of the year		237,716,672			213,365,812
Common stock issued		28,013,023			23,603,749
Tax benefit from the delivery of restricted stock units		7,040,962			747,111
Additional paid-in capital, end of the period		272,770,657			237,716,672
Exchangeable shares of subsidiary
Exchangeable shares of subsidiary, beginning of the year		7,937,414			12,442,555
Exchangeable shares of subsidiary delivered		—			(4,505,141	)
Exchangeable shares of subsidiary, end of the period		7,937,414			7,937,414
Retained earnings
Retained earnings, beginning of the year		206,974,630			189,357,441
Dividends		(14,025,279	)		(53,622,825	)
Net income allocated to common shareholders		511,896			71,240,014
Retained earnings, end of the period		193,461,247			206,974,630
Accumulated other comprehensive loss
Accumulated other comprehensive loss, beginning of the year		(8,737,728	)		(17,408,714	)
Currency translation adjustment, net		(3,212,940	)		8,670,986
Accumulated other comprehensive loss, end of the period		(11,950,668	)		(8,737,728	)
Treasury stock, at cost; par value $0.01 per share
Treasury stock, beginning of the year		(293,391,405	)		(259,361,550	)
Repurchased		(20,064,197	)		(9,645,599	)
Sale of certain merchant banking assets		—			(24,384,256	)
Treasury stock, end of the period		(313,455,602	)		(293,391,405	)
Total stockholders’ equity		214,337,230			232,051,994
Noncontrolling interests
Noncontrolling interests, beginning of the year		1,501,214			1,817,595
Net income (loss) allocated to noncontrolling interests		2,339,906			(82,451	)
Contributions from noncontrolling interests		134,511			34,406
Distributions from noncontrolling interests		(413,000	)		(268,336	)
Noncontrolling interests, end of period		3,562,631			1,501,214
Total equity	$	217,899,861		$	233,553,208

See accompanying notes to condensed consolidated financial statements (unaudited).

7

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

	For the Three Months Ended
	March 31,
	2010			2009
Operating activities:
Consolidated net income	$	2,851,802		$	13,718,472
Adjustments to reconcile consolidated net income to net cash used in operating activities:
Non-cash items included in net income:
Depreciation and amortization		752,157			1,153,761
Net investment (gains) losses		(7,540,421	)		7,854,533
Restricted stock units recognized and common stock issued		12,034,794			10,431,707
Deferred taxes		8,027,741			(2,348,617	)
Recognition of the deferred gain from the sale of certain merchant banking assets		(300,509	)		—
Changes in operating assets and liabilities:
Financial advisory fees receivable		3,763,256			(30,424,590	)
Due from affiliates		(613,890	)		(171,157	)
Other receivables and assets		(4,306,253	)		(1,523,749	)
Compensation payable		(30,674,997	)		(15,038,081	)
Accounts payable and accrued expenses		3,907,699			1,375,883
Taxes payable		(15,446,837	)		(2,570,953	)
Net cash used in operating activities		(27,545,458	)		(17,542,791	)
Investing activities:
Purchases of merchant banking investments		(10,968,702	)		(4,938,029	)
Purchases of investments		—			(525,000	)
Distributions from investments		54,849			590,887
Purchases of property and equipment		(285,308	)		(233,067	)
Net cash used in investing activities		(11,199,161	)		(5,105,209	)
Financing activities:
Proceeds of revolving bank loan		38,555,000			35,925,000
Repayment of revolving bank loan		—			(13,000,000	)
Contributions from noncontrolling interests		134,511			18,000
Distributions to noncontrolling interests		(413,000	)		(43,470	)
Dividends paid		(14,025,279	)		(13,865,812	)
Purchase of treasury stock		(20,064,197	)		(5,741,538	)
Net tax benefit from the delivery of restricted stock units and payment of dividend equivalents		7,040,962			(86,962	)
Net cash provided by financing activities		11,227,997			3,205,218
Effect of exchange rate changes on cash and cash equivalents		(1,658,941	)		(1,060,397	)
Net decrease in cash and cash equivalents		(29,175,563	)		(20,503,179	)
Cash and cash equivalents, beginning of period		74,473,459			62,848,655
Cash and cash equivalents, end of period	$	45,297,896		$	42,345,476
Supplemental disclosure of cash flow information:
Cash paid for interest	$	383,429		$	254,842
Cash paid for taxes, net of refunds	$	6,209,976		$	13,625,570

See accompanying notes to condensed consolidated financial statements (unaudited).

8

Greenhill & Co., Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 — Organization

     Greenhill & Co., Inc., a Delaware corporation, together with its subsidiaries (collectively, the “Company”), is an independent investment banking firm. The Company acts for clients located throughout the world from offices located in New York, London, Frankfurt, Tokyo, Toronto, Chicago, Dallas, Houston, Los Angeles, San Francisco, and effective April 1, 2010, Sydney and Melbourne.

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

• Financial advisory, which includes engagements relating to mergers and acquisitions, financing advisory and restructuring, and fund placement advisory; and

• Merchant banking, which includes the management of outside capital invested in affiliated merchant banking funds and other similar vehicles, primarily Greenhill Capital Partners (“GCP I”), Greenhill Capital Partners II (“GCP II”), Greenhill Capital Partners Europe (“GCP Europe”), and Greenhill SAV Partners (“GSAVP” together with GCP I, GCP II and GCP Europe, the “Greenhill Funds”), and the Company’s principal investments in the Greenhill Funds, Iridium Communications Inc. (“Iridium”), other merchant banking funds and other investments.

     The Company’s U.S. and international wholly-owned subsidiaries include Greenhill & Co., LLC (“G&Co”), Greenhill Capital Partners, LLC (“GCPLLC”), Greenhill Venture Partners, LLC (“GVP”), Greenhill Aviation Co., LLC (“GAC”), Greenhill & Co. Europe Holdings Limited (“GCE”), Greenhill & Co. Holding Canada Ltd (“GCH”) and Greenhill & Co. Japan Ltd. (“GCJ”). The Company also owns a majority of the interests in Greenhill Capital Partners II, LLC (“GCPII LLC”). See “Note 3 - Investments — Affiliated Merchant Banking Investments”.

     G&Co is a registered broker-dealer under the Securities Exchange Act of 1934, as amended, and is registered with the Financial Industry Regulation Authority. 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”), Greenhill & Co. Europe LLP (“GCEI”) and Greenhill Capital Partners Europe LLP (“GCPE”), through its controlling membership interests. GCI and GCEI are engaged in investment banking activities, principally in Europe, and are subject to regulation by the U.K. Financial Services Authority (“FSA”). GCPE is also regulated by the FSA and provides investment advisory services to GCP Europe, an affiliated U.K.-based private equity fund that invests in a diversified portfolio of private equity and equity-related investments in mid-market companies located primarily in the United Kingdom and Continental Europe. The majority of the investors in GCP Europe are unaffiliated third parties; however, the Company and its employees have also made investments in GCP Europe.

     The Company, through Greenhill & Co. Canada Ltd., a wholly-owned Canadian subsidiary of GCH, engages in investment banking activities in Canada. The Company, through GCJ, engages in investment banking activities in Japan.

     GCPLLC is an investment adviser, registered under the Investment Advisers Act of 1940 (“IAA”). GCPLLC provides investment advisory services to GCP I and GCP II, our U.S.-based private equity funds that invest in a diversified portfolio of private equity and equity-related investments. GCPII LLC acts as manager for GCP I, GCP II and GSAVP. The majority of the investors in GCP I and GCP II are unaffiliated third parties; however, the Company and its employees have also made investments in GCP I and GCP II.

     GVP is an investment adviser registered under the IAA. GVP provides investment advisory services to GSAVP, our venture fund that invests in early growth stage companies in the tech-enabled and business

9

information services industries. The majority of the investors in GSAVP are unaffiliated third parties; however, the Company and its employees have also made investments in GSAVP.

     GAC owns and operates an aircraft, which is used for the exclusive benefit of the Company’s employees and their immediate family members.

     The Company owns an interest in Iridium Communications Inc. (“Iridium”), formerly GHL Acquisition Corp., a blank check company (“GHLAC”). See “Note 3 — Investments — Affiliated Merchant Banking Investments”.

Note 2 — Summary of Significant Accounting Policies

Basis of Financial Information

     These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States, which require management to make estimates and assumptions regarding future events that affect the amounts reported in our financial statements and these footnotes, including investment valuations, compensation accruals and other matters. Management believes that the estimates used in preparing its condensed consolidated financial statements are reasonable and prudent. Actual results could differ materially from those estimates.

     The condensed consolidated financial statements of the Company include all consolidated accounts of Greenhill & Co., Inc. and all other entities in which the Company has a controlling interest, including GCI, GCEI and GCPE, and GCPII LLC, after elimination of all significant inter-company accounts and transactions. In accordance with the accounting pronouncements on the consolidation of variable interest entities, the Company consolidates the general partners of its merchant banking funds in which it has a majority of the economic interest. The general partners account for their investments in their merchant banking funds under the equity method of accounting. As such, the general partners record their proportionate shares of income (loss) from the underlying merchant banking funds. As the merchant banking funds follow investment company accounting, and generally record all their assets and liabilities at fair value, the general partners’ investment in merchant banking funds represents an estimation of fair value. The Company does not consolidate the merchant banking funds since the Company, through its general partner and limited partner interests, does not have a majority of the economic interest in such funds and the limited partners have certain rights to remove the general partner by a simple majority vote of unaffiliated third-party investors.

     These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2009 filed with the Securities and Exchange Commission. The condensed consolidated financial information as of December 31, 2009 has been derived from audited consolidated financial statements not included herein. The results of operations for interim periods are not necessarily indicative of results for the entire year.

Noncontrolling Interests

     The Company records the noncontrolling interests of other consolidated entities as equity in the condensed consolidated statements of financial condition. Additionally, the condensed consolidated statements of income separately present income allocated to both noncontrolling interests and common stockholders.

     The portion of the consolidated interests in the general partners of the Company’s merchant banking funds, which are held directly by employees of the Company, are presented as noncontrolling interests in equity.

     Additionally, the portion of the consolidated interests in GCP II LLC, which accrues to the benefit of GCP Capital Partners Holdings LLC (“GCP Capital”), which is principally owned by Robert Niehaus, is presented as noncontrolling interest in equity. See “Note 3 — Investments — Affiliated Merchant Banking Investments”.

10

Revenue Recognition

Financial Advisory Fees

     The Company recognizes financial advisory fee revenue for mergers and acquisitions or financing advisory and restructuring engagements when the services related to the underlying transactions are completed in accordance with the terms of the engagement letters. The Company recognizes fund placement advisory fees at the time of the client’s acceptance of capital or capital commitments in accordance with the terms of the engagement letter. Retainer fees are recognized as financial advisory fee revenue 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 financial advisory engagements. Expenses are reported net of such client reimbursements. Client reimbursements totaled $0.8 million and $0.4 million for the three months ended March 31, 2010 and 2009, respectively.

Merchant Banking and Other Investment Revenues

     Merchant banking revenues consist of (i) management fees on the Company’s merchant banking activities, (ii) gains (or losses) on the Company’s investments in merchant banking funds and other principal investment activities, and, if any, (iii) merchant banking profit overrides. See “Note 3 - - Investments — Affiliated Merchant Banking Investments”.

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

     The Company recognizes revenue on its investments in merchant banking funds based on its allocable share of realized and unrealized gains (or losses) reported by such funds. Investments held by merchant banking funds and certain other investments are recorded at estimated fair value. The value of merchant banking fund investments in privately held companies is determined by the general partner of the fund after giving consideration to the cost of the security, the pricing of other sales of securities by 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 qualitative and quantitative factors. Discounts may be applied to the funds’ privately held investments to reflect the lack of liquidity and other transfer restrictions. Investments in publicly traded securities are valued using quoted market prices discounted for any legal or contractual restrictions on sale. Because of the inherent uncertainty of valuations as well as the discounts applied, the estimated fair values of investments in privately held companies may differ significantly from the values that would have been used had a ready market for the securities existed. The values at which the Company’s investments are carried on its condensed consolidated statements of financial condition are adjusted to estimated fair value at the end of each quarter and the volatility in general economic conditions, stock markets and commodity prices may result in significant changes in the estimated fair value of the investments from period to period.

     When certain financial returns are achieved over the life of the fund, the Company recognizes merchant banking profit overrides. Profit overrides are generally calculated as a percentage of the profits over a specified threshold earned by each fund on investments managed on behalf of unaffiliated investors except the Company. When applicable, the profit overrides earned by the Company are recognized on an accrual basis throughout the year. In accordance with the guidance for accounting for formula-based fees, the Company records as revenue the amount that would be due pursuant to the fund agreements at each period end as if the fund agreements were terminated at that date. Overrides are generally calculated on a deal-by-deal basis but are subject to investment performance over the life of each merchant banking fund. We may be required to repay a portion of the overrides paid to the limited partners of the funds in the event a minimum performance level is not achieved by the fund as a whole (we refer to these potential repayments as “clawbacks”). The Company would be required to establish a reserve for potential clawbacks if it were to determine that the likelihood of a clawback is probable and the amount of the clawback can be reasonably estimated. As of March 31, 2010, the Company has not reserved for any

11

clawback obligations under applicable fund agreements. See “Note 3 — Investments” for further discussion of the merchant banking revenues recognized.

Investments

     The Company’s investments in its merchant banking funds are recorded under the equity method of accounting based upon the Company’s proportionate share of the fair value of the underlying merchant banking fund’s net assets. The Company’s other investments, which consider the Company’s influence or control of the investee, are recorded at estimated fair value or under the equity method of accounting based, in part, upon the Company’s proportionate share of the investee’s net assets.

Financial Advisory Fees Receivables

     Receivables are stated net of an allowance for doubtful accounts. The estimate for the allowance for doubtful accounts is derived by the Company by utilizing past client transaction history and an assessment of the client’s creditworthiness. The Company recorded bad debt expense of approximately $0.1 million for the three months ended March 31, 2010 and released previously recorded bad debt expense of $0.3 million during the three months ended March 31, 2009.

Restricted Stock Units

     The Company accounts for its share-based compensation payments under which the fair value of restricted stock units granted to employees with future service requirements is recorded as compensation expense and generally amortized over a five-year service period following the date of grant. Compensation expense is determined at the date of grant. As the Company expenses the awards, the restricted stock units recognized are recorded within equity. The restricted stock units are reclassed into common stock and additional paid-in capital upon vesting. The Company records dividend equivalent payments, net of estimated forfeitures, on outstanding restricted stock units as a dividend payment and a charge to equity.

Earnings per Share

     The Company calculates earnings per share (“EPS”) by dividing net income allocated to common stockholders by the weighted average number of shares outstanding for the period. Diluted EPS includes the determinants of basic EPS plus the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required as a condition to the delivery of the underlying common stock.

     Under the treasury method, the number of shares issuable upon the vesting of restricted stock units included in the calculation of diluted earnings per share is the excess, if any, of the number of shares expected to be issued, less the number of shares that could be purchased by the Company with the proceeds to be received upon settlement at the average market closing price during the reporting period. The denominator for basic EPS includes the number of shares deemed issuable due to the vesting of restricted stock units for accounting purposes.

     Effective on January 1, 2009, the Company adopted the accounting guidance for determining whether instruments granted in share-based payment transactions are participating securities. Under that guidance, the Company evaluated whether instruments granted in share-based payment transactions are participating securities prior to vesting and therefore need to be included in the earnings allocation in calculating EPS. Additionally, the two-class method requires unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents to be treated as a separate class of securities in calculating earnings per share. The adoption of this pronouncement did not have a material effect in calculating earnings per share.

Foreign Currency Translation

     Foreign currency assets and liabilities have been translated at rates of exchange prevailing at the end of the periods presented in accordance with the accounting guidance for foreign currency translation. 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

12

adjustment included as a component of other comprehensive income (loss) in the condensed consolidated statements of changes in equity. Foreign currency transaction gains and losses are included in the condensed consolidated statements of income.

Goodwill

     Goodwill is the cost in excess of the fair value of identifiable net assets at acquisition date. The Company tests its goodwill for impairment at least annually. An impairment loss is triggered if the estimated fair value of an operating unit is less than estimated net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value.

     Goodwill is translated at the rate of exchange prevailing at the end of the periods presented in accordance with the accounting guidance for foreign currency translation. Any translation gain or loss is included in the foreign currency translation adjustment included as a component of other comprehensive income (loss) in the condensed consolidated statement of changes in equity.

Property and Equipment

     Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the life of the assets. Amortization of leasehold improvements is computed using the straight-line method over the lesser of the life of the asset or the term of the lease. Estimated useful lives of the Company’s fixed assets are generally as follows:

     Equipment — 5 years

     Furniture and fixtures — 7 years

     Leasehold improvements — the lesser of 10 years or the remaining lease term

Provision for Taxes

     The Company accounts for taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), “Income Taxes (Topic 740),” which requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of its assets and liabilities.

     The Company follows the guidelines, pursuant to FASB ASC Topic 740-10, in recognizing, measuring, presenting and disclosing in its financial statements uncertain tax positions taken or expected to be taken on its income tax returns. Income tax expense is based on pre-tax accounting income, including adjustments made for the recognition or derecognition related to uncertain tax positions. The recognition or derecognition of income tax expense related to uncertain tax positions is determined under the guidance as prescribed by FASB ASC Topic 740-10. Deferred tax assets and liabilities are recognized for the future tax attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period of change. Management applies the “more-likely-than-not criteria” included in FASB ASC Topic 740-10 when determining tax benefits.

Cash and Cash Equivalents

     The Company considers all highly liquid investments with a maturity date of three months or less, when purchased, to be cash equivalents. At March 31, 2010 and December 31, 2009, the carrying value of the Company’s cash equivalents amounted to $16.8 million and $42.7 million, respectively, which approximated fair value. Cash equivalents primarily consist of money market funds and overnight deposits.

     The Company maintains its cash and cash equivalents with financial institutions with high credit ratings. The Company maintains deposits in federally insured financial institutions in excess of federally insured (FDIC) limits and in institutions in which deposits are not insured. However, management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

13

Financial Instruments and Fair Value

     The Company accounts for financial instruments measured at fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”. FASB ASC Topic 820 provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the pronouncement are described below:

Basis of Fair Value Measurement

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

     A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to FASB ASC Topic 820. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3.

Derivative Instruments

     The Company accounts for warrants under the guidance for accounting for derivative instruments and hedging activities. In accordance with that guidance, the Company records warrants at estimated fair value in the condensed consolidated statements of financial condition with changes in estimated fair value during the period recorded in merchant banking and other investment revenue in the condensed consolidated statements of income.

Subsequent Events

     The Company evaluates subsequent events through the date on which financial statements are issued, in accordance with ASU No. 2010-09, “Topic 855 — Amendments to Certain Recognition and Disclosure Requirements”.

Accounting Developments

     In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities. The guidance affects the overall consolidation analysis and requires enhanced disclosures on involvement with variable interest entities. The guidance was effective for fiscal years beginning after November 15, 2009; however, in January 2010, the FASB confirmed its decision to defer the effective date of this guidance for certain reporting enterprises in the asset management industry, including mutual funds, hedge funds, mortgage real estate investment funds, private equity funds and venture capital funds. The deferral is applicable to the Company and will apply until the completion of a joint project between the FASB and the International Accounting Standards Board (“IASB”) on consolidation accounting, which is expected to be completed in 2010. Accordingly, the deferral resulted in no changes to the Company’s financial reporting. The Company will assess the impact of the joint project when completed.

Note 3 — Investments

Affiliated Merchant Banking Investments

     In connection with its plan to separate from the merchant banking business, in December 2009 the Company sold certain assets related to the merchant banking business, including the right to raise

14

subsequent merchant banking funds and an ownership interest in GCPII LLC, to GCP Capital, which is principally owned by Robert Niehaus. Under the terms of the separation agreement, the Company’s affiliated general partners delegated to GCPII LLC their obligation to manage and administer the affiliated funds during a transition period which is expected to end in late 2010. During that transition period, the excess of GCPII LLC’s management fee revenue over amounts incurred for compensation and other operating expenses accrues to the benefit of GCP Capital and is presented as noncontrolling interest.

     The Company retained its existing investments in the merchant banking funds and will continue to act as the general partner of Greenhill Funds. In addition to recording its direct investments in the affiliated funds, the Company consolidates each general partner in which it has a majority economic interest.

     The Company’s management fee income consists of fees paid by its merchant banking funds and other transaction fees paid by the portfolio companies.

     Investment gains or losses from merchant banking and other investment activities are comprised of investment income, realized and unrealized gains or losses from the Company’s investment in the Greenhill Funds, Iridium, certain other investments, and the consolidated earnings of the general partner in which it has a majority economic interest, offset by allocated expenses of the funds. That portion of the earnings or losses of the general partner which is held by employees and former employees of the Company is recorded as net income (loss) allocated to noncontrolling interests.

     As the general partner, the Company makes investment decisions for the Greenhill Funds and is entitled to receive an override of the profits realized from the funds. When financial returns are achieved over the life of the funds, the Company includes in consolidated merchant banking and other investment revenues all realized and unrealized profit overrides it earns from the Greenhill Funds. As consideration for the sale of the merchant banking business, the Company received 289,050 shares of its common stock with a value of $24.4 million. The Company recognized a gain of $21.8 million on the date of sale and deferred $2.6 million of gain on the sale related to non-compete and trademark licensing agreements. The deferred revenue will be amortized over the period 2010 to 2014.

     The Company’s merchant banking and other investment revenues, by source, are as follows:

	For the Three Months Ended
	March 31,
	2010		2009
	(in thousands, unaudited)
Management fees	$	4,398	$	4,464
Net realized and unrealized gains (losses) on investments in merchant banking funds		1,490		(7,131	)
Net realized and unrealized merchant banking profit overrides		91		(300	)
Other realized and unrealized investment income (loss)		6,260		(424	)
Total merchant banking and other investment revenues	$	12,239	$	(3,391	)

     The carrying value of the Company’s investments in affiliated merchant banking funds is as follows:

	As of		As of
	March 31,		December 31,
	2010		2009
	(in thousands,		(in thousands,
	unaudited)		audited)
Investment in GCP I	$	3,196	$	3,147
Investment in GCP II		57,908		51,189
Investment in GSAVP		3,592		3,867
Investment in GCPE		18,560		13,641
Total investments in affiliated merchant banking funds	$	83,256	$	71,844

15

     At March 31, 2010 and December 31, 2009, the investment in GCP I included $0.3 million and $0.3 million, respectively, related to the noncontrolling interests in the managing general partner of GCP I held directly by various employees of the Company. At March 31, 2010 and December 31, 2009, the investment in GCP II included $1.3 million and $1.2 million, respectively, related to the noncontrolling interests in the general partner of GCP II held directly by various employees of the Company. Additionally, at March 31, 2010, GCP Capital’s undistributed noncontrolling interest was $2.0 million.

     Approximately $0.2 million of the Company’s compensation payable related to profit overrides for unrealized gains of the Greenhill Funds at March 31, 2010 and December 31, 2009. This amount may increase or decrease depending on the change in the fair value of the Greenhill Funds’ portfolio, and is payable, subject to clawback, at the time the funds realize cash proceeds.

     At March 31, 2010, the Company had unfunded commitments of $32.1 million to certain of the Greenhill Funds. These commitments are expected to be drawn on from time to time over a period of up to five years from the relevant commitment dates of each fund. At March 31, 2010, the Company had unfunded commitments to GCP II of $8.2 million which may be drawn through June 2010, unfunded commitments to GSAVP of $4.9 million which may be drawn through September 2011, and unfunded commitments to GCP Europe of $19.0 million (or £12.5 million) which may be drawn through December 2012. For each of the Greenhill Funds, up to 15% of the commitment amount may be drawn for follow-on investments over the two-year period after the expiration of the commitment period.

     Summarized financial information for the combined GCP I funds, in their entirety, is as follows:

	As of		As of
	March 31,		December 31,
	2010		2009
	(in thousands,		(in thousands,
	unaudited)		audited)
Cash	$	7,081	$	6,047
Portfolio investments		14,381		15,756
Total assets		22,528		21,803
Total liabilities		1,440		151
Partners’ capital		21,088		21,652

	For the Three Months Ended
	March 31,
	2010			2009
	(in thousands, unaudited)
Net realized and unrealized losses on investments	$	(309	)	$	(369	)
Investment income		1			19
Expenses		(96	)		(147	)
Net loss	$	(404	)	$	(497	)

16

     Summarized financial information for the combined GCP II funds, in their entirety, is as follows:

	As of		As of
	March 31,		December 31,
	2010		2009
	(in thousands,		(in thousands,
	unaudited)		audited)
Cash	$	34,935	$	25,762
Portfolio investments		494,829		506,773
Total assets		553,453		532,864
Total liabilities		674		46,943
Partners’ capital		552,779		485,921

	For the Three Months Ended
	March 31,
	2010			2009
	(in thousands, unaudited)
Net realized and unrealized gains (losses) on investments	$	11,583		$	(59,399	)
Investment income		2,072			528
Expenses		(2,903	)		(2,174	)
Net income (loss)	$	10,752		$	(61,045	)

Other Investments

     The Company has other principal investments including investments in Iridium, other merchant banking funds and other investment vehicles. The Company’s other investments are as follows:

	As of		As of
	March 31,		December 31,
	2010		2009
	(in thousands,		(in thousands,
	unaudited)		audited)
Iridium Common Stock (formerly GHLAC Common Stock)	$	72,374	$	68,077
Iridium $11.50 Warrants		8,760		8,015
Barrow Street Capital III, LLC		2,425		2,425
Total other investments	$	83,559	$	78,517

     In November 2007, the Company purchased 11,500,000 units of GHLAC for $25,000. In February 2008, the Company completed the initial public offering of units in GHLAC, and in conjunction therewith, forfeited 3,130,437 units. Each unit consisted of one share of GHLAC’s common stock (“GHLAC Common Stock”) and one warrant (the “Founder Warrants”). At the time of the public offering, the Company purchased 8,000,000 private placement warrants for a purchase price of $8.0 million (the “GHLAC Private Placement Warrants”, together with the Founder Warrants, the “GHLAC Warrants”). In October 2008, GCE invested $22.9 million in Iridium Holdings LLC in the form of a convertible subordinated note (the “Iridium 5% Convertible Note”), which was unsecured and accrued interest at the rate of 5% per annum starting six months after the date of issuance and had a maturity date of October 24, 2015. On September 29, 2009, GHLAC completed its acquisition of Iridium Holdings LLC. The combined company was renamed Iridium Communications Inc., (“Iridium”) and in October 2009, the Company converted the Iridium 5% Convertible Note into 1,995,629 common shares of Iridium (“Iridium Common Stock”).

     Prior to the completion of the acquisition of Iridium by GHLAC, the Company’s fully diluted ownership in GHLAC was approximately 17%. Effective upon the closing of the acquisition of Iridium by GHLAC, the Company agreed to (1) forfeit 1,441,176 shares of GHLAC common stock, (2) forfeit

17

8,369,563 Founder Warrants, (3) forfeit 4,000,000 GHLAC Private Placement Warrants, and (4) exchange 4,000,000 GHLAC Private Placement Warrants for restructured warrants with a strike price of $11.50 per share and an expiration date of February 15, 2015.

     At March 31, 2010 and December 31, 2009, the Company owned 8,924,016 shares of Iridium Common Stock and warrants to purchase 4,000,000 additional shares of Iridium Common Stock at $11.50 per share (“Iridium $11.50 Warrants”) and the Company’s fully diluted ownership in Iridium was approximately 12%. Both the Iridium Common Stock and the Iridium $11.50 Warrants were restricted from sale until March 29, 2010.

     During the period March 30, 2010 through September 29, 2010, the Company is permitted to sell its investment in Iridium as part of a registered secondary offering if authorized by Iridium’s board of directors. As a result, at March 31, 2010, the Company has recorded its investment in Iridium at current fair value without a market discount. As of September 29, 2010, all contractual restrictions on the sale of the Company’s investments in Iridium will lapse.

     At December 31, 2009, the carrying value of the investments in Iridium Common Stock (NASDAQ: IRDM) was valued at its closing quoted market price discounted at 5% for legal and contractual restrictions on the sale of securities held by the Company.

     Prior to the acquisition of Iridium, the Company’s interest in GHLAC Common Stock was accounted for under the equity method as the Company maintained and exercised significant influence over the entity as defined by ASC 323. Upon closing of the acquisition of Iridium by GHLAC, the Company relinquished certain GHLAC board and management positions to Iridium. As such, the Company is no longer deemed to maintain or exercise significant influence over GHLAC and therefore changed its method of accounting for its investment in GHLAC from the equity method to fair value as trading securities under ASC 320. Since the closing of the acquisition of Iridium, an active trading market has not existed for the Iridium $11.50 Warrants and accordingly at March 31, 2010 and December 31, 2009, the Company used an internally developed model to value such warrants which takes into account various standard option valuation methodologies, including Black Scholes modeling. Selected inputs for the Company’s model include: (1) the terms of the warrants, including exercise price, exercisability threshold and expiration date; and (2) externally observable factors including the trading price of Iridium shares, yields on U.S. Treasury obligations and various equity volatility measures, including historical volatility of broad market indices. At March 31, 2009, the Company used an internally developed model to value the GHLAC Warrants which used the same inputs as the model used to value the Iridium $11.50 Warrants and also included inputs for the Company’s weighted average cost of capital and the probability of a GHLAC acquisition closing.

     At March 31, 2009, the Company determined the value of the Iridium 5% Convertible Note based upon Iridium’s financial position, liquidity, operating results and the terms of the note and other qualitative and quantitative factors.

     The Company committed $5.0 million to Barrow Street Capital III, LLC (“Barrow Street III”), a real estate investment fund, of which $0.5 million remains unfunded at March 31, 2010. The unfunded amount may be called at any time prior to the expiration of the fund in 2013 to preserve or enhance the value of existing investments.

Fair Value Hierarchy

     The following tables set forth by level assets and liabilities measured at fair value on a recurring basis. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

18

Assets Measured at Fair Value on a Recurring Basis as of March 31, 2010

	Quoted Prices in
	Active Markets		Significant Other		Significant		Balance as
	for		Observable		Unobservable		of
	Identical Assets		Inputs		Inputs		March 31,
	(Level 1)		(Level 2)		(Level 3)		2010
	(in thousands, unaudited)
Assets
Iridium Common Stock	$	72,374	$	—	$	—	$	72,374
Iridium $11.50 Warrants		—		—		8,760		8,760
Total investments	$	72,374	$	—	$	8,760	$	81,134

Assets Measured at Fair Value on a Recurring Basis as of December 31, 2009

	Quoted Prices in						Balance as
	Active Markets		Significant Other		Significant		of
	for		Observable		Unobservable		December
	Identical Assets		Inputs		Inputs		31,
	(Level 1)		(Level 2)		(Level 3)		2009
	(in thousands, unaudited)
Assets
Iridium Common Stock	$	—	$	68,077	$	—	$	68,077
Iridium $11.50 Warrants		—		—		8,015		8,015
Total investments	$	—	$	68,077	$	8,015	$	76,092

     At March 31, 2010, the Company carried its investment in Iridium Common Stock at market value as quoted on NASDAQ. At December 31, 2009, the Company valued the Iridium Common Stock at its quoted market price, discounted for legal and contractual restrictions on sale, and accordingly it was recorded as a level 2 investment.

Level 1 Gains and Losses

     The following table sets forth a summary of changes in the fair value of the Company’s level 1 investments for the three months ended March 31, 2010.

							Purchases,
	Beginning						Sales, Other		Net		Ending
	Balance		Realized		Unrealized		Settlements		Transfers		Balance
	January 1,		Gains		Gains or		and		in and/or		March 31,
	2010		or (Losses)		(Losses)		Issuances, net		out of Level 1		2010
	(in thousands, unaudited)
Assets
Iridium Common Stock	$	—	$	—	$	—	$	—	$	72,374	$	72,374
Total investments	$	—	$	—	$	—	$	—	$	72,374	$	72,374

     The Company did not hold any level 1 investments during the three months ended March 31, 2009.

19

Level 2 Gains and Losses

     The following table sets forth a summary of changes in the fair value of the Company’s level 2 investments for the three months ended March 31, 2010.

							Purchases,
	Beginning						Sales, Other					Ending
	Balance		Realized		Unrealized		Settlements		Net Transfers			Balance
	January 1,		Gains		Gains or		and		in and/or			March 31,
	2010		or (Losses)		(Losses)		Issuances, net		out of Level 2			2010
	(in thousands, unaudited)
Assets
Iridium Common Stock	$	68,077	$	—	$	4,297	$	—	$	(72,374	)	$	—
Total investments	$	68,077	$	—	$	4,297	$	—	$	(72,374	)	$	—

     The net transfer of the Iridium common stock from level 2 to level 1 occurred at the end of the quarter ended March 31, 2010. The Company did not hold any level 2 investments during the three months ended March 31, 2009.

Level 3 Gains and Losses

     The following tables set forth a summary of changes in the fair value of the Company’s level 3 investments for the three months ended March 31, 2010 and 2009, respectively.

							Purchases,
	Beginning						Sales, Other		Net		Ending
	Balance		Realized		Unrealized		Settlements		Transfers		Balance
	January 1,		Gains		Gains or		and		in and/or		March 31,
	2010		or (Losses)		(Losses)		Issuances, net		out of Level 3		2010
	(in thousands, unaudited)
Assets
Iridium $11.50 Warrants	$	8,015	$	—	$	745	$	—	$	—	$	8,760
Total investments	$	8,015	$	—	$	745	$	—	$	—	$	8,760

								Purchases,
	Beginning							Sales, Other		Net		Ending
	Balance		Realized		Unrealized			Settlements		Transfers		Balance
	January 1,		Gains		Gains or			and		in and/or		March 31,
	2009		or (Losses)		(Losses)			Issuances, net		out of Level 3		2009
	(in thousands, unaudited)
Assets
Iridium 5% Convertible Note	$	22,900	$	—	$	—		$	—	$	—	$	22,900
GHLAC Warrants		8,295		—		(423	)		—		—		7,872
Total investments	$	31,195	$	—	$	(423	)	$	—	$	—	$	30,772

     In connection with the acquisition of Iridium in September 2009, the Company forfeited 8,369,563 Founder Warrants and 4,000,000 GHLAC Private Placement Warrants, and exchanged 4,000,000 GHLAC Private Placement Warrants for the Iridium $11.50 Warrants.

     On October 24, 2009, the Company exercised its right to convert the Iridium 5% Convertible Note into 1,995,629 shares of Iridium Common Stock. As mentioned above, the Company includes Iridium Common Stock in level 1 of the fair value hierarchy at March 31, 2010.

20

Note 4 — Related Parties

     At March 31, 2010, the Company had receivables of $0.5 million due from the Greenhill Funds, relating to expense reimbursements, which are included in due from affiliates. At December 31, 2009, the Company had receivables of $0.2 million and payables of $0.4 million due to the Greenhill Funds, relating to accrued management fees and expense reimbursements, which are included in due to affiliates. See “Note 1 — Organization”.

     Included in accounts payable and accrued expenses are $0.3 million at March 31, 2010 and December 31, 2009, respectively, of interest payable on the undistributed earnings to the U.K. members of GCI. See “Note 1 — Organization”.

     In conjunction with the sale of certain assets of the merchant banking business, the Company agreed to sublease to GCP Capital office space for a period of three to five years beginning in late 2010. See “Note 3 — Investments — Affiliated Merchant Banking Investments”.

Note 5 — Revolving Bank Loan Facility

     At March 31, 2010, the Company had a $90.0 million revolving loan facility from a U.S. banking institution to provide for working capital needs, facilitate the funding of investments, and for other general corporate purposes. The revolving loan facility is secured by all management fees earned by GCPLLC and GVP and any cash distributed in respect of its partnership interests in GCP I and GCP II or GSAVP, as applicable. The maturity date of the facility is April 30, 2011. Effective April 30, 2010 the commitment amount was reduced to $75.0 million and subsequently will be reduced to $60.0 million effective December 31, 2010 and will be subject to borrowing base limitations. Interest on borrowings will be based on the higher of Prime Rate or 4.0% and is payable monthly. In addition, the revolving loan facility has a prohibition on the incurrence of additional indebtedness without the prior approval of the lenders and the Company must comply with certain financial and liquidity covenants. The weighted average daily borrowings outstanding under the loan facility were approximately $52.8 million and $33.2 million for the three months ended March 31, 2010 and 2009, respectively. The weighted average interest rates were 4.00% for both periods ended March 31, 2010 and 2009. At March 31, 2010, we were compliant with all loan covenants.

Note 6 —Equity

     On March 17, 2010, a dividend of $0.45 per share was paid to shareholders of record on March 3, 2010. Dividend equivalents of $1.2 million were paid on the restricted stock units that are expected to vest.

     During the three months ended March 31, 2010, 592,521 restricted stock units vested and were issued as common stock of which the Company is deemed to have repurchased 255,660 shares at an average price of $78.48 per share in conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units.

     During the three months ended March 31, 2009, 221,458 restricted stock units vested and were issued as common stock of which the Company is deemed to have repurchased 89,182 shares at an average price of $64.38 per share in conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units.

21

Note 7 — Earnings Per Share

     The computations of basic and diluted EPS are set forth below:

	For the Three Months Ended
	March 31,
	2010		2009
	(in thousands, except
	per share amounts, unaudited)
Numerator for basic and diluted EPS — net income allocated to common stockholders	$	512	$	13,898
Denominator for basic EPS — weighted average number of shares		29,608		29,404
Add — dilutive effect of:
Weighted average number of incremental shares issuable from restricted stock units		94		54
Denominator for diluted EPS — weighted average number of shares and dilutive potential shares		29,702		29,458
Earnings per share:
Basic	$	0.02	$	0.47
Diluted	$	0.02	$	0.47

Note 8 — Income Taxes

     The Company’s effective rate will vary depending on the source of the income. Investment and certain foreign-sourced income are taxed at a lower effective rate than U.S. trade or business income.

     Based on the Company’s historical taxable income and its expectation for taxable income in the future, management expects that the deferred tax asset, which relates principally to compensation expense deducted for book purposes but not yet deducted for tax purposes, will be realized as offsets to (i) the realization of its deferred tax liabilities and (ii) future taxable income. Included in other receivables in the condensed consolidated statements of financial condition are income taxes receivable of $7.0 million and $1.7 million as of March 31, 2010 and December 31, 2009, respectively. The Company’s deferred tax liabilities are presented as a component of taxes payable on the condensed consolidated statements of financial condition.

     Any gain or loss resulting from the translation of deferred taxes for foreign affiliates is included in the foreign currency translation adjustment incorporated as a component of other comprehensive income, net of tax, in the condensed consolidated statement of changes in equity.

     The Company performed a tax analysis as of March 31, 2010 and December 31, 2009, and determined that there was no requirement to accrue any liabilities, pursuant to FASB ASC 740-10.

Note 9 — Regulatory Requirements

     Certain subsidiaries of the Company 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 in the Rule. As of March 31, 2010, G&Co’s net capital was $13.0 million, which exceeded its requirement by $12.8 million. G&Co’s aggregate indebtedness to net capital ratio was 0.24 to 1 at March 31, 2010. Certain advances, distributions and other capital withdrawals of G&Co are subject to certain notifications and restrictive provisions of the Rule.

     GCI, GCEI and GCPE are subject to capital requirements of the FSA. As of March 31, 2010, each of GCI, GCEI and GCPE was in compliance with its local capital adequacy requirements.

22

Note 10 — Business Information

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

• Financial advisory, which includes engagements relating to mergers and acquisitions, financing advisory and restructuring, and fund placement services; and

• Merchant banking, which includes the management of outside capital invested in the Greenhill Funds and the Company’s principal investments in such funds and other investments.

     The following provides a breakdown of our aggregate revenues by source for the three-month periods ended March 31, 2010 and 2009, respectively:

	For the Three Months Ended
	March 31, 2010					March 31, 2009
			% of						% of
	Amount		Total			Amount			Total
	(in millions, unaudited)
Financial advisory fees	$	36.6		75	%	$	65.1		NM
Merchant banking and other investment revenues		12.3		25	%		(3.3	)	NM
Total revenues	$	48.9		100	%	$	61.8			100	%

     Through December 2009, the Company’s financial advisory and merchant banking activities were closely aligned and had similar economic characteristics. A similar network of business and other relationships upon which the Company relies for financial advisory opportunities also generate merchant banking opportunities. Through 2009, the Company’s professionals and employees were treated as a common pool of available resources and the related compensation and other Company costs were not directly attributable to either particular revenue source. In reporting to management, the Company distinguishes the sources of its investment banking revenues between financial advisory and merchant banking. However, management does not evaluate other financial data or operating results such as operating expenses, profit and loss or assets by its financial advisory and merchant banking activities. Under the terms of the separation agreement among the Company and GCP Capital, the Company will continue to manage and administer the affiliated merchant funds during a transition period which is expected to end in late 2010. During that transition period, the Company has designated specific employees who will be dedicated to the merchant banking activities and established a system of measuring the operating costs of the merchant banking business. Under the agreed upon arrangement, the excess of management fee revenue over the amount paid for compensation and other operating expenses associated with the management of the affiliated funds accrues to the benefit of GCP Capital and is treated by the Company as noncontrolling interest. See “Note 3 — Investments — Affiliated Merchant Banking Investments”.

Note 11 — Subsequent Event

     On April 1, 2010, Greenhill acquired Caliburn Partnership Pty Ltd. (“Caliburn”), an Australian-based independent financial advisory firm, in exchange for 1,099,874 shares of the Company’s common stock as well as 1,099,877 shares of convertible preferred stock, which are convertible into the same number of common shares contingent on the achievement of certain future revenue targets. In addition, existing employees of Caliburn were granted at closing 275,130 restricted stock units which will vest retably over five years subject to continued employment and 212,625 performance based restricted stock units which will vest on the third and fifth anniversary of the closing contingent on the achievement of certain future revenue targets. Caliburn will conduct business in Australia and New Zealand under the name Greenhill Caliburn. All six of Caliburn’s Managing Directors and total staff of 40 joined the Company at closing.

     On April 22, 2010, the Board of Directors of the Company declared a quarterly dividend of $0.45 per share. The dividend will be payable on June 16, 2010 to the common stockholders of record on June 2, 2010. Also, on April 22, 2010, the Board of Directors of the Company authorized the repurchase of up to $100 million of the Company’s common stock through the period ended December 31, 2011.

23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     In this Management’s Discussion and Analysis of Financial Condition and Results of Operations, “we”, “our”, “firm” and “us” refer to Greenhill & Co., Inc.

Cautionary Statement Concerning Forward-Looking Statements

     The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this report. We have made statements in this discussion 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”, “intend”, “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” in our 2009 Report on Form 10-K.

     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 filing to conform our prior statements to actual results or revised expectations.

Overview

     Greenhill is a leading independent investment bank focused on providing financial advice on significant mergers, acquisitions, restructurings, financings and capital raising to corporations, partnerships, institutions and governments. We act for clients located throughout the world from our offices in New York, London, Frankfurt, Sydney, Tokyo, Toronto, Chicago, Dallas, Houston, Los Angeles, Melbourne and San Francisco.

     We also manage merchant banking funds and similar vehicles, although in the fourth quarter of 2009 we announced our intention to separate from our merchant banking business in order to focus entirely on our financial advisory business going forward. In connection with that decision, we sold certain assets of our merchant banking business (including the right to raise successor funds) to certain of our employees engaged in that business. After a transition period, which we expect to end in December 2010, our merchant banking funds will be managed by affiliates of GCP Capital Partners Holdings LLC (“GCP Capital”), which is principally owned by Robert H. Niehaus, Chairman and founder of Greenhill Capital Partners, LLC (with no ownership by the firm).

     Historically, our financial advisory business has accounted for the majority of our revenues. Since 2005, our first full year as a public company, our financial advisory business has generated approximately 80% of total revenues and our merchant banking and other investment activities have generated approximately 20% of our total revenue. As a result of our plans to exit the merchant banking business over time, the fees we generate from our management of outside capital in the merchant banking funds will decline in 2010 and thereafter, and we do not expect any gains attributable to our profit overrides in our merchant banking funds to be a meaningful portion of our revenues.

     While we will no longer manage the merchant banking funds after a transition period we will retain our existing principal investments in the merchant banking funds as well as our investment in Iridium Communications, Inc. (“Iridium”) (NASDAQ: IRDM), of which we owned approximately 12% as of March 31, 2010. We intend to liquidate our direct investments in the affiliated funds and our investment in

24

Iridium over time and during the period that we hold our investments we will continue to record realized and unrealized changes in the fair value of such investments.

     In the financial advisory business, the main driver of our revenues is overall mergers and acquisitions, or M&A, and restructuring volume, particularly in the industry sectors and geographic markets in which we focus. We have recruited and plan to continue to recruit new managing directors to expand our industry sector and geographic coverage. During the first quarter of 2010, we acquired the Australian advisory firm Caliburn Partnership Pty Limited (“Caliburn”), with six Managing Directors and 40 total employees. Caliburn has established a strong position in that market over its 11-year history. We also announced during the quarter the establishment of a Real Estate Fund Placement Advisory group with the recruitment of the four Managing Directors who had led that business at Credit Suisse and 11 employees in total. Upon the arrival of these individuals at the firm midyear, the firm will have substantial capabilities to serve real estate fund clients globally with personnel in four offices, which will complement our existing fund placement team that has focused on funds outside the real estate area.

     In the merchant banking business, we have historically generated revenues from management fees paid by our merchant banking funds and realized and unrealized gains on investments, the size and timing of which are tied to a number of different factors including the performance of the particular companies in which we invest, general economic conditions in the debt and equity markets and other factors which affect the industries in which we invest, such as commodity prices. Under the terms of the separation agreement, the general partners of the fund agreed to delegate to Greenhill Capital Partners II LLC, an entity controlled by the firm, their obligation to manage and administer the affiliated funds during a transition period which is expected to end in late 2010. During that transition period, the excess of management fee revenue over the amount paid for compensation and other operating expenses associated with the management of the affiliated funds accrues to the benefit of GCP Capital and is treated by the Company as noncontrolling interest. We do not expect to generate any fee revenue from our management of these funds after the completion of a transition period.

Business Environment

     Economic and global financial market conditions can materially affect our financial performance. See “Risk Factors” in our Report on Form 10-K filed with the Securities and Exchange Commission. Revenues and net income in any period may not be indicative of full-year results or the results of any other period and may vary significantly from year to year and quarter to quarter.

     Financial advisory revenues were $36.6 million in the first quarter of 2010 compared to $65.1 million in the first quarter of 2009, which represents a decrease of 44%. At the same time, worldwide completed M&A volume decreased by 26%, from $501 billion in 2009 to $369 billion in 2010.¹

     Since July 2007, the financial markets have experienced a sharp contraction in credit availability and global M&A activity. The capital markets volatility and uncertain macroeconomic outlook of the last few years have further contributed to a volatile and uncertain environment for evaluating many assets, securities and companies, which has created a more difficult environment for M&A and fundraising activity. There is considerable uncertainty as to how much longer this difficult economic environment may last, although many market participants and observers have noted the beginning of a potential upturn in transaction activity. Because we earn a majority of our financial advisory revenue from fees that are dependent on the successful completion of a merger, acquisition, restructuring or similar transaction or the closing of a fund, our financial advisory business has been negatively impacted and may be further impacted by a reduction in M&A activity. We believe, however, that our simple business model as an independent, unconflicted adviser will create opportunities for us to attract new clients and provide us with excellent recruiting opportunities to further expand our industry expertise and geographic reach.

¹ Global M&A completed transaction volume for the quarter ended March 31, 2010 as compared to the quarter ended March 31, 2009. Source: Thomson Financial as of April 12, 2010.

25

     The firm earned $12.3 million in merchant banking and other investment revenues in the first quarter of 2010 compared to negative revenues of $(3.3) million in the first quarter of 2009. The increase in merchant banking and other investment revenues resulted primarily from an unrealized gain on the firm’s investment in Iridium Communications, Inc. during the quarter.

     Adverse changes in general economic conditions, commodity prices, credit and public equity markets, including a decline in the share price of Iridium, could negatively impact the amount of financial advisory and merchant banking revenue realized by the firm.

Results of Operations

Summary

     Our first quarter revenues of $48.9 million compare with revenues of $61.8 million for the first quarter of 2009, which represents a decrease of $12.9 million or 21%. Our first quarter 2010 net income available to common stockholders of $0.5 million and diluted earnings per share of $0.02 compare with net income available to common stockholders of $13.9 million and $0.47 of diluted earnings per share, respectively, for the quarter ended March 31, 2009.

     Our results can vary widely on a quarterly basis and the first quarter of 2010 was an example of that as a delay in major transaction, which closed in late April 2010, resulted in a quarter with relative low revenue and corresponding high compensation ratio.

     Our quarterly revenues and net income can fluctuate materially depending on the number and size of completed transactions on which we advised, the number and size of investment gains (or losses) and other factors. Accordingly, the revenues and net income in any particular period may not be indicative of future results.

Revenues By Source

     The following provides a breakdown of our total revenues by source for the three-month periods ended March 31, 2010 and 2009, respectively:

Revenue by Principal Source of Revenue

	For the Three Months Ended
	March 31, 2010					March 31, 2009
	Amount		% of Total			Amount			% of Total
	(in millions, unaudited)
Financial advisory fees	$	36.6		75	%	$	65.1		NM
Merchant banking and other investment revenues		12.3		25	%		(3.3	)	NM
Total revenues	$	48.9		100	%	$	61.8			100	%

Financial Advisory Revenues

     Financial advisory revenues primarily consist of financial advisory and transaction-related fees earned in connection with advising companies in mergers, acquisitions, restructurings or similar transactions. We earned $36.6 million in financial advisory revenues in the first quarter of 2010 compared to $65.1 million in the first quarter of 2009, which represents a decrease of 44%. The decrease in our financial advisory fees in the first quarter of 2010 as compared to the same period in 2009 reflected the completion of assignments that were significantly smaller in scale. In the first quarter of 2009, we earned approximately 50% of our total financial advisory revenues from one client.

Financial advisory assignments completed in the first quarter of 2010 included:

• the acquisition by Bemis Company, Inc. of Alcan Packaging’s Food Americas business;

• the acquisition by Bucyrus International, Inc. of the mining division of Terex Corporation;

• the sale of substantially all of the assets of Heartscape Technologies, Inc. to Roper Industries, Inc.; and

• the sale of ICT Group, Inc. to Sykes Enterprises Incorporated.

26

On April 1, 2010, we completed the acquisition of Caliburn. Caliburn’s revenues are comprised entirely of financial advisory revenues. During the first quarter of 2010, Caliburn’s revenues were $3.6 million (A$4.0 million), compared to $5.2 million (A$7.9 million) for the same period in 2009.

Merchant Banking and Other Investment Revenues

     Our merchant banking activities currently consist primarily of the management of and our investments in Greenhill’s merchant banking funds and our investment in Iridium. The following table sets forth additional information relating to our merchant banking and other investment revenues:

	For the Three Months
	Ended March 31,
	2010		2009
	(in millions, unaudited)
Management fees	$	4.4	$	4.5
Net realized and unrealized gains (losses) on investments in merchant banking funds		1.5		(7.1	)
Net realized and unrealized merchant banking profit overrides		0.1		(0.3	)
Other realized and unrealized investment income (loss)		6.3		(0.4	)
Total merchant banking and other investment revenues	$	12.3	$	(3.3	)

     The firm earned $12.3 million in merchant banking and other investment revenues in the first quarter of 2010 compared to negative revenues of $(3.3) million in the first quarter of 2009. The increase in merchant banking and other investment revenues resulted from the $6.0 million unrealized gain on the Firm’s investment in Iridium as well as an increase in the fair market value of our investment in the merchant banking funds in the first quarter of 2010 as compared to a decline in the fair market value of the merchant banking portfolio in the same period in the prior year.

     During the first quarter of 2010, we recognized gains from eleven investments and recorded losses on five investments. During the first quarter of 2009, we recognized gains from five investments and recorded losses on ten investments.

     During the first quarter of 2010, the merchant banking funds invested $56.9 million, 12% of which was firm capital. In the same period in 2009, the funds invested $9.2 million, 13% of which was firm capital.

     The values at which our investments are carried on our books are adjusted to fair value at the end of each quarter based upon a number of factors including the length of time the investments have been held, the trading price of the shares (in the case of publicly traded securities), restrictions on transfer, and other recognized valuation methodologies. Significant changes in general economic conditions, stock markets and commodity prices, as well as capital events at the portfolio companies such as initial public offerings or private sales of securities, may result in significant movements in the fair value of such investments. Accordingly, any such changes or capital events may have a material effect, positive or negative, on our revenues and results of operations. The frequency and timing of such changes or capital events and their impact on our results are by nature unpredictable and will vary from period to period. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Revenue Recognition — Merchant Banking and Other Revenues”.

     At March 31, 2010, the firm had principal investments of $166.8 million, including our investment in Iridium of $81.1 million. Of the total amount, 13% of our investments related to the financial services sector, 7% to the energy sector, 31% to other industry sectors and 49% to the investment in Iridium. We held approximately 94% of our total principal investments in North American companies, with the remainder in European companies.

     In accordance with the terms of the separation agreement in respect of our merchant banking business, during the transition period, the excess of management fee revenue over the amount paid for compensation

27

and other operating expenses associated with the management of the funds accrues to the benefit of GCP Capital and is treated by the firm as noncontrolling interest. Since the firm retained its investments in the merchant banking business, we will continue to recognize gains and losses on our investments on a quarterly basis.

     The investment gains or losses in our merchant banking and other investment portfolio may fluctuate significantly over time due to factors beyond our control, such as performance of each company in our portfolio, equity market valuations, commodity prices and merger and acquisition opportunities. Revenue recognized from gains (or losses) recorded in any particular period are not necessarily indicative of revenue that may be realized and/or recognized in future periods.

Operating Expenses

     We classify operating expenses as employee compensation and benefits expenses and non-compensation expenses.

     Our total operating expenses for the first quarter of 2010 were $45.7 million, which compares to $39.4 million of total operating expenses for the first quarter of 2009. This represents an increase of $6.3 million, or 16%, and principally results from an increase in compensation expense which is described in more detail below. Similarly, as a result of relatively low revenue and an increase in our compensation costs, our pre-tax income margin declined to 6% in the first quarter of 2010 compared to 36% in the first quarter of 2009.

     The following table sets forth information relating to our operating expenses, which are reported net of reimbursements of certain expenses by our clients and merchant banking portfolio companies:

	For the Three Months
	Ended March 31,
	2010		2009
	(in millions, unaudited)
Employee compensation & benefits expense	$	32.2	$	28.4
% of revenues		66%		46%
Non-compensation expense		13.5		11.0
% of revenues		28%		18%
Total operating expense		45.7		39.4
% of revenues		94%		64%
Total income before tax		3.2		22.4
Pre-tax income margin		6%		36%

Compensation and Benefits Expenses

     Our employee compensation and benefits expenses in the first quarter of 2010 were $32.2 million compared to $28.4 million for the first quarter of 2009. The increase in compensation and benefits expenses principally results from the large recruitment of Managing Directors during the last twelve months. For the quarter ended March 31, 2010, the ratio of compensation expense to revenues was 66% as compared to 46% for the same period in 2009. The increase in ratio of compensation to revenue as compared to the same period in the prior year results from the increase in compensation principally related to new hires during the last twelve months spread over significantly lower revenues.

     Our compensation expense is generally based upon revenue and can fluctuate materially in any particular period depending upon the amount of revenue recognized as well as other factors. Accordingly, the amount of compensation expense recognized in any particular period may not be indicative of compensation expense in a future period.

Non-Compensation Expenses

     Our non-compensation expenses include the costs for occupancy and equipment rental, communications, information services, professional fees, recruiting, travel and entertainment, insurance,

28

depreciation, interest expense and other operating expenses. Reimbursable client expenses are netted against non-compensation expenses.

     Our non-compensation expenses were $13.5 million in the first quarter of 2010, compared to $11.0 million in the first quarter of 2009, representing an increase of $2.5 million or 23%. The increase is principally related to higher professional fees incurred in connection with the acquisition of Caliburn, increased travel, occupancy and other costs related to both the increase in personnel and the addition of new offices.

     Non-compensation expenses as a percentage of revenues in the three months ended March 31, 2010 were 28% compared to 18% for the same period in the prior year. This increase in non-compensation expenses as a percentage of revenue in the three months ended March 31, 2010 as compared to the same period in the prior year results from the incurrence of higher expenses spread over lower revenues in the first quarter of 2010 as compared to the same period in 2009.

     The firm’s non-compensation expenses as a percentage of revenue can vary as a result of a variety of factors including fluctuation in revenue amounts, the amount of recruiting and business development activity, the amount of office expansion, the amount of reimbursement of engagement-related expenses by clients, the amount of short-term borrowings, interest rate and currency movements and other factors. Accordingly, the non-compensation expenses as a percentage of revenue in any particular period may not be indicative of the non-compensation expenses as a percentage of revenue in future periods.

Provision for Income Taxes

     The provision for taxes in the first quarter of 2010 was $0.3 million, which reflects an effective tax rate on income allocated to common stockholders of 38%. This compares to a provision for taxes in the first quarter of 2009 of $8.7 million, which reflects an effective tax rate on income allocated to common stockholders of 39% for the period. The decrease in the provision for income taxes in the first quarter of 2010 as compared to the same period in 2009 relates to lower pre-tax income. The effective tax rate remained relatively constant during each period.

     The effective tax rate can fluctuate as a result of variations in the relative amounts of financial advisory and investment income earned in the tax jurisdictions in which the firm operates and invests. Accordingly, the effective tax rate in any particular period may not be indicative of the effective tax rate in future periods.

Liquidity and Capital Resources

     Our liquidity position is monitored by our Management Committee, which generally meets monthly. The Management Committee monitors cash, other significant working capital assets and liabilities, debt, principal investment commitments and other matters relating to liquidity requirements. As cash accumulates, it is invested in short-term investments expected to provide significant liquidity.

     We generate cash from both our operating activities principally in the form of financial advisory fees and our merchant banking and other principal investments principally in the form of distributions of investment proceeds. We use our cash primarily for operating purposes, compensation of our employees, payment of income taxes, investments in merchant banking funds, payment of dividends, repurchase of shares of our stock and leasehold improvements.

     Because a portion of the compensation we pay to our employees is distributed in annual bonus awards in February of each year, our net cash balance is generally at its lowest level during the first quarter and accumulates throughout the remainder of the year. Our cash balances generally accumulate from our operating activities during the year. In general, we collect our accounts receivable within 60 days except for certain restructuring transactions where collections may take longer due to court-ordered holdbacks and fees generated through our fund placement advisory services, which are generally paid in installments over a period of three years. Our liabilities typically consist of accounts payable, which are generally paid monthly, accrued compensation, which includes accrued cash bonuses that are paid in the first quarter of

29

the following year to the large majority of our employees, and taxes payable. In February 2010, cash bonuses and accrued benefits of $30.5 million relating to 2009 compensation were paid to our employees. In addition, we paid approximately $6.2 million in early 2010 related to income taxes owed for the year ended December 31, 2009 and estimated tax payments for 2010.

     Since our initial public offering, we have used a portion of our cash reserves to repurchase shares of our common stock, pay dividends and make investments. In April 2010, our Board of Directors authorized the repurchase of up to $100 million of our common stock through the period ending December 31, 2010. We expect to fund our repurchase of shares as we realize proceeds from our investments and/or generate operating cash flow as transaction activity further rebounds. Our commitments to our merchant banking funds may require us to fund capital calls on short notice. On the other hand, distributions from our merchant banking funds are generally made shortly after proceeds are received by the funds. We are unable to predict the timing or magnitude of share repurchase opportunities, capital call or distribution of investment proceeds.

     Our merchant banking funds typically invest in privately held companies. The ability of our merchant banking funds to sell or dispose of the securities they own depends on a number of factors beyond the control of the funds, including general economic and sector conditions, stock market conditions, commodity prices, and the availability of financing to potential buyers of such securities, among other issues. As a result we consider our investments illiquid for the short term. While we will no longer receive any economic benefit from the management our merchant banking funds we have retained our existing investments in the merchant banking funds, which had a value of $83.3 million as of March 31, 2010.

     Our investments in Iridium, which represents approximately 12% of Iridium’s common stock on a fully diluted basis, had a value of $81.1 million as of March 31, 2010. During the period March 30, 2010 through September 29, 2010, we are permitted to sell our investments in Iridium as part of a registered secondary offering if authorized by Iridium’s board of directors. As of September 29, 2010 all contractual restrictions on the sale of our investments in Iridium will lapse. Our ability to sell all or a portion of our investments in Iridium is subject to factors such as general economic, sector and stock market conditions which we cannot control. However, it is our intention to monetize our position in a disciplined manner over time dependent on market conditions.

     As of March 31, 2010, we had total commitments (not reflected on our balance sheet) relating to future principal investments in Greenhill Capital Partners II (“GCP II”), Greenhill SAV Partners (“GSAVP”) and Greenhill Capital Partners Europe (“GCPE”) and other merchant banking and related activities of $32.6 million. Approximately $19.0 million of these commitments relate to GCPE, whose commitment period ends in 2012. These commitments, which may not be drawn in full, are expected to be drawn on from time to time and be substantially invested over a period of up to five years from the relevant commitment dates of each fund.

     To provide for working capital needs, facilitate the funding of merchant banking investments and other general corporate purposes we have a revolving bank loan facility. Borrowings under the facility are secured by all management fees earned by our domestic merchant banking funds, any cash distributed in respect of their partnership interests in Greenhill Capital Partners I, GCP II and GSAVP, as applicable, and cash distributions from Greenhill & Co. LLC. Interest on borrowings is based on the higher of Prime Rate or 4.00%. The maturity date of the facility is April 30, 2011. Effective April 30, 2010, the commitment amount was reduced to $75.0 million from $90.0 million and subsequently will be reduced to $60.0 million effective December 31, 2010 and will be subject to borrowing base limitations. In conjunction with our plan to exit from the merchant banking business, we will significantly reduce our commitments to successor merchant banking funds which we expect will reduce our borrowing needs. At April 30, 2010, we had $55.7 million of borrowings outstanding on the loan facility.

     During the three months ended March 31, 2010, the Company is deemed to have repurchased 255,660 shares of its common stock at an average price of $78.48 per share in conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units.

30

     We evaluate our cash operating position on a regular basis in light of current market conditions. Our recurring monthly operating disbursements consist of base compensation expense and other operating expenses, which principally include rent and occupancy, information services, professional fees, travel and entertainment and other general expenses. Our recurring quarterly and annual disbursements consist of tax payments, dividend distributions, repurchases of our common stock from our employees in conjunction with the payment of tax liabilities incurred on vesting of restricted stock units and cash bonus payments. These amounts vary depending upon our profitability and other factors. We incur non-recurring disbursements for our investments in our merchant banking funds and other principal payments, leasehold improvements and share repurchases. While we believe that the cash generated from operations and funds available from the revolving bank loan facility will be sufficient to meet our expected operating needs, commitments to our merchant banking activities, build-out costs of new office space, tax obligations, share repurchases and common dividends, we may adjust our variable expenses and non-recurring disbursements, if necessary, to meet our liquidity needs. In the event that our needs for liquidity should increase further as we expand our business, we may consider a range of financing alternatives to meet any such needs.

Cash Flows

     In the first three months of 2010, our cash and cash equivalents decreased by $29.2 million from December 31, 2009. We used $27.5 million in operating activities, including $15.8 million from net income after giving effect to the non-cash items and a net decrease in working capital of $43.3 million (principally from the annual payment of bonuses and taxes). We used $11.2 million in investing activities, including $11.0 million in new investments in our merchant banking funds and $0.3 million for the build-out of new office space. We generated $11.2 million from financing activities, including $38.6 million of net borrowings from our revolving loan facility and $7.0 million of net tax benefits from the delivery of restricted stock units and payment of dividend equivalents, partially offset by $14.0 million for the payment of dividends and $20.1 million for the repurchase of our common stock from employees in conjunction with the payment of tax liabilities in settlement of restricted stock units.

     In the first three months of 2009, our cash and cash equivalents decreased by $20.5 million from December 31, 2008. We used $17.5 million in operating activities, including $30.8 million from net income after giving effect to the non-cash items and a net decrease in working capital of $48.3 million (principally from an increase in trade account receivables outstanding and the annual payment of bonuses). We used $5.1 million in investing activities, including $5.5 million in new investments in our merchant banking funds and other investments and $0.2 million for the build-out of new office space, partially offset by distributions from investments of $0.6 million. We generated $3.2 million from financing activities, including $22.9 million of net borrowings from our revolving loan facility, partially offset by $13.9 million for the payment of dividends and $5.7 million for the repurchase of our common stock from employees in conjunction with the payment of tax liabilities in settlement of restricted stock units.

Market Risk

     We limit our investments to (1) short-term cash investments, which we believe do not face any material interest rate risk, equity price risk or other market risk and (2) principal investments made in GCP, GSAVP, GCP Europe, and other merchant banking funds, Iridium and other investments.

     We maintain our cash and cash equivalents with financial institutions with high credit ratings. We may maintain deposits in federally insured financial institutions in excess of federally insured (FDIC) limits and in institutions in which deposits are not insured. However, management believes that the firm is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held. We monitor the quality of these investments on a regular basis and may choose to diversify such investments to mitigate perceived market risk. Our short-term cash investments are primarily denominated in U.S. dollars, Canadian dollars, pound sterling and euros, and we face modest foreign currency risk in our cash balances held in accounts outside the United States due to potential currency movements and the associated foreign currency translation accounting requirements. To the extent that the

31

cash balances in local currency exceed our short-term obligations, we may hedge our foreign currency exposure.

     With regard to our principal investments, we face exposure to changes in the estimated fair value of the companies in which we invest, which historically has been volatile. Significant changes in the public equity markets may have a material effect on our results of operations. Volatility in the general equity markets would impact our operations primarily because of changes in the fair value of our merchant banking or principal investments that are publicly traded securities. Volatility in the availability of credit would impact our operations primarily because of changes in the fair value of merchant banking or principal investments that rely upon a portion of leverage to operate. We have analyzed our potential exposure to general equity market risk by performing sensitivity analyses on those investments held by us and in our merchant banking funds which consist of publicly traded securities. This analysis showed that if we assume that at March 31, 2010, the market prices of all public securities, including Iridium, were 10% lower, the impact on our operations would be a decrease in revenues of $8.5 million. We meet on a quarterly basis to determine the fair value of the investments held in our merchant banking portfolio and to discuss the risks associated with those investments. The respective Investment Committees of the funds manage the risks associated with the merchant banking portfolio by closely monitoring and managing the types of investments made as well as the monetization and realization of existing investments.

     In addition, the reported amounts of our revenues may be affected by movements in the rate of exchange between the euro, pound sterling and Canadian dollar (in which collectively 26% of our revenues for the three months ended March 31, 2010 were denominated) and the dollar, in which our financial statements are denominated. We do not currently hedge against movements in these exchange rates. We analyzed our potential exposure to a decline in exchange rates by performing a sensitivity analysis on our net income. Because of the strengthening in value of the dollar on a weighted average basis, relative to the pound sterling and euro since the first quarter of 2009, our earnings in the first quarter of 2010 were slightly lower than they would have been in the same period in the prior year, had the value of the dollar relative to those other currencies remained constant. However, we do not believe we face any material risk in this respect.

Critical Accounting Policies and 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.

Basis of Financial Information

     Our condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions regarding future events that affect the amounts reported in our financial statements and related footnotes, including investment valuations, compensation accruals and other matters. We believe that the estimates used in preparing our condensed consolidated financial statements are reasonable and prudent. Actual results could differ materially from those estimates.

     The condensed consolidated financial statements of the firm include all consolidated accounts of Greenhill & Co., Inc. and all other entities in which we have a controlling interest, including Greenhill & Co. International LLP, Greenhill & Co. Europe LLP, Greenhill Capital Partners Europe LLP and Greenhill Capital Partners II, LLC, after elimination of all significant inter-company accounts and transactions. In accordance with the accounting pronouncements on the consolidation of variable interest entities, the firm consolidates the general partners of our merchant banking funds in which we have a majority of the economic interest. The general partners account for their investments in their merchant banking funds under the equity method of accounting. As such, the general partners record their proportionate shares of income (loss) from the underlying merchant banking funds. As the merchant banking funds follow investment company accounting, and generally record all their assets and liabilities at fair value, the general partners’ investment in merchant banking funds represents an estimation of fair value. The firm does not consolidate the

32

merchant banking funds since the firm, through its general partner and limited partner interests, does not have a majority of the economic interest in such funds and the limited partners have certain rights to remove the general partner by a simple majority vote of unaffiliated third-party investors.

Noncontrolling Interests

     The firm records the noncontrolling interests of other consolidated entities as equity in the condensed consolidated statements of financial condition. Additionally, the consolidated statements of income separately present income allocated to both noncontrolling interests and common stockholders.

     The portion of the consolidated interests in the general partners of our merchant banking funds, which are held directly by employees of the firm, are presented as noncontrolling interests in equity.

     Additionally, the portion of the consolidated interests in GCP II LLC, which accrues to the benefit of GCP Capital, which is principally owned by Robert Niehaus is presented as noncontrolling interest in equity.

Revenue Recognition

Financial Advisory Fees

     We recognize financial advisory fee revenue for mergers and acquisitions or financing advisory and restructuring engagements when the services related to the underlying transactions are completed in accordance with the terms of the engagement letter. The firm recognizes fund placement advisory fees at the time of the client’s acceptance of capital or capital commitments in accordance with the terms of the engagement letter. Retainer fees are recognized as financial advisory fee revenue over the period in which the related service is rendered.

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

Merchant Banking and Other Investment Revenues

     Merchant banking revenues 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, if any, (iii) merchant banking profit overrides.

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

     We recognize revenue on the firm’s investments in merchant banking funds based on its allocable share of realized and unrealized gains (or losses) reported by such funds. Investments held by merchant banking funds and certain other investments are recorded at estimated fair value. The value of merchant banking fund investments in privately held companies is determined by the general partner of the fund after giving consideration to the cost of the security, the pricing of other sales of securities by 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 qualitative and quantitative factors. Discounts may be applied to the funds’ privately held investments to reflect the lack of liquidity and other transfer restrictions. Investments in publicly traded securities are valued using quoted market prices discounted for any legal or contractual restrictions on sale. Because of the inherent uncertainty of valuations as well as the discounts applied, the estimated fair values of investments in privately held companies may differ significantly from the values that would have been used had a ready market for the securities existed. The values at which our investments are carried on its condensed consolidated statements of financial condition are adjusted to estimated fair value at the end of each quarter and the volatility in general economic conditions, stock markets and commodity prices may result in significant changes in the estimated fair value of the investments from period to period.

     When certain financial returns are achieved over the life of the fund, we recognize merchant banking profit overrides. Profit overrides are generally calculated as a percentage of the profits over a specified

33

threshold earned by each fund on investments managed on behalf of unaffiliated investors except the firm. When applicable, the profit overrides earned by the firm are recognized on an accrual basis throughout the year. In accordance with the guidance for accounting for formula-based fees, the firm records as revenue the amount that would be due pursuant to the fund agreements at each period end as if the fund agreements were terminated at that date. Overrides are generally calculated on a deal-by-deal basis but are subject to investment performance over the life of each merchant banking fund. We may be required to repay a portion of the overrides paid to the limited partners of the funds in the event a minimum performance level is not achieved by the fund as a whole (we refer to these potential repayments as “clawbacks”). We would be required to establish a reserve for potential clawbacks if we were to determine that the likelihood of a clawback is probable and the amount of the clawback can be reasonably estimated. As of March 31, 2010, we have not reserved for any clawback obligations under applicable fund agreements.

Investments

     The firm’s investments in its merchant banking funds are recorded under the equity method of accounting based upon the firm’s proportionate share of the fair value of the underlying merchant banking fund’s net assets. The firm’s other investments, which consider the firm’s influence or control of the investee, are recorded at estimated fair value or under the equity method of accounting based, in part, upon the firm’s proportionate share of the investee’s net assets.

Restricted Stock Units

     The firm accounts for its share-based compensation payments under which the fair value of restricted stock units granted to employees with future service requirements is recorded as compensation expense and generally amortized over a five-year service period following the date of grant. Compensation expense is determined at the date of grant. As the firm expenses the awards, the restricted stock units recognized are recorded within equity. The restricted stock units are reclassed into common stock and additional paid-in capital upon vesting. The firm records dividend equivalent payments, net of estimated forfeitures, on outstanding restricted stock units as a dividend payment and a charge to equity.

Earnings per Share

     The firm calculates earnings per share (“EPS”) by dividing net income allocated to common stockholders by the weighted average number of shares outstanding for the period. Diluted EPS includes the determinants of basic EPS plus the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required as a condition to the delivery of the underlying common stock.

     Under the treasury method, the number of shares issuable upon the vesting of restricted stock units included in the calculation of diluted earnings per share is the excess, if any, of the number of shares expected to be issued, less the number of shares that could be purchased by the firm with the proceeds to be received upon settlement at the average market closing price during the reporting period. The denominator for basic EPS includes the number of shares deemed issuable due to the vesting of restricted stock units for accounting purposes.

     Effective on January 1, 2009, the firm adopted the accounting guidance for determining whether instruments granted in share-based payment transactions are participating securities. Under that guidance, the firm evaluated whether instruments granted in share-based payment transactions are participating securities prior to vesting and therefore need to be included in the earnings allocation in calculating EPS. Additionally, the two-class method requires unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents to be treated as a separate class of securities in calculating earnings per share. The adoption of this pronouncement did not have a material effect in calculating earnings per share.

Provision for Taxes

     The firm accounts for taxes in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), “Income Taxes (Topic 740)”, which requires the recognition

34

of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of its assets and liabilities.

     The firm follows the guidelines, pursuant to FASB ASC Topic 740-10, in recognizing, measuring, presenting and disclosing in its financial statements uncertain tax positions taken or expected to be taken on its income tax returns. Income tax expense is based on pre-tax accounting income, including adjustments made for the recognition or derecognition related to uncertain tax positions. The recognition or derecognition of income tax expense related to uncertain tax positions is determined under the guidance as prescribed by FASB ASC Topic 740-10. Deferred tax assets and liabilities are recognized for the future tax attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period of change. Management applies the “more-likely-than-not criteria” included in FASB ASC Topic 740-10 when determining tax benefits.

Cash and Cash Equivalents

     The firm considers all highly liquid investments with a maturity date of three months or less, when purchased, to be cash equivalents. At March 31, 2010 and December 31, 2009, the carrying value of the firm’s cash equivalents approximated fair value. Cash equivalents primarily consist of money market funds and overnight deposits.

     The firm maintains its cash and cash equivalents with financial institutions with high credit ratings. The firm maintains deposits in federally insured financial institutions in excess of federally insured (FDIC) limits and in institutions in which deposits are not insured. However, management believes that the firm is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held.

Financial Instruments and Fair Value

     The firm accounts for financial instruments measured at fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”. FASB ASC Topic 820 provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the pronouncement are described below:

Basis of Fair Value Measurement

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

     A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, the firm performs a detailed analysis of the assets and liabilities that are subject to FASB ASC Topic 820. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3.

35

Derivative Instruments

     The firm accounts for warrants under the guidance for accounting for derivative instruments and hedging activities. In accordance with that guidance, the firm records warrants at estimated fair value in the condensed consolidated statements of financial condition with changes in estimated fair value during the period recorded in merchant banking and other investment revenues in the condensed consolidated statements of income.

Subsequent Events

     The firm evaluates subsequent events through the date on which financial statements are issued, in accordance with ASU No. 2010-09, “Topic 855 — Amendments to Certain Recognition and Disclosure Requirements”.

Accounting Developments

     In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities. The guidance affects the overall consolidation analysis and requires enhanced disclosures on involvement with variable interest entities. The guidance was effective for fiscal years beginning after November 15, 2009; however, in January 2010, the FASB confirmed its decision to defer the effective date of this guidance for certain reporting enterprises in the asset management industry, including mutual funds, hedge funds, mortgage real estate investment funds, private equity funds and venture capital funds. The deferral is applicable to the firm and will apply until the completion of a joint project between the FASB and the International Accounting Standards Board (“IASB”) on consolidation accounting, which is expected to be completed in 2010. Accordingly, the deferral resulted in no changes to the firm’s financial reporting. The firm will assess the impact of the joint project when completed.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We do not believe we face any material interest rate risk, foreign currency exchange risk, equity price risk or other market risk. See “Item 2. Market Risk” above for a discussion of market risks.

Item 4. Controls and Procedures

     Under the supervision and with the participation of the firm’s management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the firm’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

     No change in the firm’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, the firm’s internal control over financial reporting.

36

Part II — Other Information

Item 1. Legal Proceedings

     From time to time, in the ordinary course of our business, we are involved in lawsuits, claims, audits, investigations and employment disputes, the outcome of which, in the opinion of the firm’s management, will not have a material adverse effect on our financial position, cash flows or results of operations.

Item 1A: Risk Factors

     There have been no material changes in our risk factors from those disclosed in our 2009 Annual Report on Form 10-K.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

     Share Repurchases in the First Quarter of 2010:

							Approximate
					Total Number of		Dollar Value of
					Shares Purchased		Shares that May
					as Part of		Yet Be
	Total Number of				Publicly		Purchased
	Shares		Average Price		Announced Plans		under the Plans
Period	Repurchased1		Paid Per Share		or Programs		or Programs2
January 1 - January 31		—	$	—		—	$	—
February 1 - February 28		—		—		—		—
March 1 - March 31		—		—		—		—

1	Excludes 255,660 shares the Company is deemed to have repurchased at $78.48 from employees in conjunction with the payment of tax liabilities in respect of stock delivered to employees in settlement of restricted stock units.
2	Effective April 22, 2010, the Board of Directors authorized the repurchase of up to $100,000,000 of its common stock through December 31, 2011.

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Other Information

     None.

37

Item 5. Exhibits

EXHIBIT INDEX

Exhibit
Number		Description
	2.1	Reorganization Agreement and Plan of Merger of Greenhill & Co. Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 27, 2007).
	3.2	Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on May 5, 2004).
	3.3	Certificate of Designations, Preferences and Rights of Series A-1 Contingent Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on April 1, 2010).
	3.4	Certificate of Designations, Preferences and Rights of Series A-2 Contingent Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on April 1, 2010).
	4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.1	Form of Greenhill & Co, Inc. Transfer Rights Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.2	Form of Greenhill & Co., Inc. Employment, Non-Competition and Pledge Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 20, 2004).
	10.4	Form of U.K. Non-Competition and Pledge Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 20, 2004).
	10.5	Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 20, 2004).
	10.6	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.7	Tax Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 20, 2004).
	10.8	Loan Agreement (Line of Credit) dated as of December 31, 2003 between First Republic Bank and Greenhill & Co. Holdings, LLC (incorporated by reference to Exhibit 10.8 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 20, 2004).

38

Exhibit
Number		Description
	10.9	Security Agreement dated as of December 31, 2003 between Greenhill Fund Management Co., LLC and First Republic Bank (incorporated by reference to Exhibit 10.9 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 20, 2004).
	10.10	Agreement for Lease dated February 18, 2000 between TST 300 Park, L.P. and Greenhill & Co., LLC (incorporated by reference to Exhibit 10.10 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.11	First Amendment of Lease dated June 15, 2000 between TST 300 Park, L.P. and Greenhill & Co., LLC (incorporated by reference to Exhibit 10.11 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.12	Agreement for Lease dated April 21, 2000 between TST 300 Park, L.P. and McCarter & English, LLP (incorporated by reference to Exhibit 10.12 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.13	Assignment and Assumption of Lease dated October 3, 2003 between McCarter & English, LLP and Greenhill & Co., LLC (incorporated by reference to Exhibit 10.13 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.14	Sublease Agreement dated January 1, 2004 between Greenhill Aviation Co., LLC and Riversville Aircraft Corporation (incorporated by reference to Exhibit 10.14 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.15	Agreement of Limited Partnership of GCP, L.P. dated as of June 29, 2000 (incorporated by reference to Exhibit 10.15 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.16	GCP, LLC Limited Liability Company Agreement dated as of June 27, 2000 (incorporated by reference to Exhibit 10.16 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.17	Amended and Restated Agreement of Limited Partnership of Greenhill Capital, L.P., dated as of June 30, 2000 (incorporated by reference to Exhibit 10.17 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.18	Amendment to the Amended and Restated Agreement of Limited Partnership of Greenhill Capital, L.P. dated as of May 31, 2004 (incorporated by reference to Exhibit 10.18 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.19	Amended and Restated Agreement of Limited Partnership of GCP Managing Partner, L.P. dated as of May 31, 2004 (incorporated by reference to Exhibit 10.19 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).
	10.20	Form of Assignment and Subscription Agreement dated as of January 1, 2004 (incorporated by reference to Exhibit 10.20 to the Registrant’s registration statement on Form S-1/A (No. 333-113526) filed on April 30, 2004).

39

Exhibit
Number		Description
	10.21	Form of Greenhill & Co., Inc. Equity Incentive Plan Restricted Stock Unit Award Notification — Five Year Ratable Vesting (incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2004).
	10.22	Form of Greenhill & Co., Inc. Equity Incentive Plan Restricted Stock Unit Award Notification — Five Year Cliff Vesting (incorporated by reference to Exhibit 10.22 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2004).
	10.23	Form of Greenhill & Co., Inc. Equity Incentive Plan Restricted Stock Unit Award Notification — Five Year Ratable Vesting (incorporated by reference to Exhibit 10.23 to the Registrant’s registration statement on Form S-1/A (No. 333-112526) filed on April 30, 2004).
	10.24	Form of Greenhill & Co., Inc. Equity Incentive Plan Restricted Stock Unit Award Notification — Five Year Cliff Vesting (incorporated by reference to Exhibit 10.24 to the Registrant’s registration statement on Form S-1/A (No. 333-112526) filed on April 30, 2004).
	10.25	Amended and Restated Agreement of Limited Partnership of Greenhill Capital Partners (Employees) II, L.P. dated as of March 31, 2005 (incorporated by reference to Exhibit 99.2 of the Registrant’s report on Form 8-K filed on April 5, 2005).
	10.26	Amended and Restated Agreement of Limited Partnership of GCP Managing Partner II, L.P. dated as of March 31, 2005 (incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K filed on April 5, 2005).
	10.27	Form of Agreement for Sublease by and between Wilmer, Cutler, Pickering, Hale & Dorr LLP and Greenhill & Co., Inc. (incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2005).
	10.28	Form of Greenhill & Co., Inc. Equity Incentive Plan Restricted Stock Award Notification — Five Year Ratable Vesting (incorporated by reference to Exhibit 10.28 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2005).
	10.29	Form of Senior Advisor Employment and Non-Competition Agreement (incorporated by reference to Exhibit 10.29 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2005).
	10.30	Form of Agreement for the Sale of the 7th Floor, Lansdowne House, Berkeley Square, London, among Pillar Property Group Limited, Greenhill & Co. International LLP, Greenhill & Co., Inc. and Union Property Holdings (London) Limited (incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
	10.31	Loan Agreement dated as of January 31, 2006 by and between First Republic Bank and Greenhill & Co., Inc. (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).

40

Exhibit
Number		Description
	10.32	Form of Agreement of Limited Partnership of GSAV (Associates), L.P. (incorporated by reference to Exhibit 10.32 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006).
	10.33	Form of Agreement of Limited Partnership of GSAV GP, L.P. (incorporated by reference to Exhibit 10.33 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006).
	10.34	Form of First Modification Agreement by and between First Republic Bank and Greenhill & Co., Inc. (incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
	10.35	Form of Second Modification Agreement by and between First Republic Bank and Greenhill & Co., Inc. (incorporated by reference to Exhibit 10.35 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2007).
	10.36	Form of Third Modification Agreement by and between First Republic Bank and Greenhill & Co., Inc. (incorporated by reference to Exhibit 10.36 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007).
	10.37	Form of Third-Party Security Agreement (Management and Advisory Fees) by and between Greenhill Capital Partners, LLC and First Republic Bank (incorporated by reference to Exhibit 10.37 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007).
	10.38	Form of Amended and Restated Limited Partnership Agreement for Greenhill Capital Partners Europe (Employees), L.P. (incorporated by reference to Exhibit 10.38 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007).
	10.39	Form of Amended and Restated Limited Partnership Agreement for GCP Europe General Partnership L.P. (incorporated by reference to Exhibit 10.39 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007).
	10.40	Form of Fourth Modification Agreement by and between First Republic Bank and Greenhill & Co., Inc. (incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
	10.41	Form of Third-Party Security Agreement (Management and Advisory Fees) by and between Greenhill Venture Partners, LLC and First Republic Bank (incorporated by reference to Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
	10.42	Form of Reaffirmation of and Amendment to Form of Third-Party Security Agreement (Management and Advisory Fees) by and between Greenhill Capital Partners, LLC and First Republic Bank (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
	10.43	Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.43 to the Registrant’s Quarterly Report on Form 10-Q for the period ending March 31, 2008).

41

Exhibit
Number		Description
	10.44	Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2009).
	10.45	Form of Greenhill & Co. Equity Incentive Plan Restricted Stock Award Notification (MDs) — Five Year Ratable Vesting (incorporated by reference to Exhibit 10.45 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2009).
	10.46	Form of Greenhill & Co. Equity Incentive Plan Restricted Stock Award Notification (MDs) — Five Year Cliff Vesting (incorporated by reference to Exhibit 10.46 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2009).
	10.47	Form of Greenhill & Co. Equity Incentive Plan Restricted Stock Award Notification (non-MDs) — Five Year Ratable Vesting (incorporated by reference to Exhibit 10.47 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2009).
	10.48	Lease between 300 Park Avenue, Inc. and Greenhill & Co., Inc. dated June 17, 2009 (incorporated by reference to Exhibit 10.1 of the Registrant’s report on Form 8-K filed on June 22, 2009).
	10.49	Memorandum of Agreement dated as of October 28, 2009 among Registrant, Robert H. Niehaus and V. Frank Pottow (incorporated by reference to Registrant’s report on Form 8-K filed on October 29, 2009).
	10.50	Transaction Agreement dated as of December 22, 2009 among Registrant, certain of its subsidiaries, Robert H. Niehaus and V. Frank Pottow (incorporated by reference to Registrant’s report on Form 8-K filed on December 22, 2009).
	10.51	Share Sale Agreement dated March 16, 2010 among Greenhill & Co., Inc., Caergwrle Investments Pty Ltd, Mordant Investments Pty Ltd, Baliac Pty Ltd, Peter Hunt, Simon Mordant and Ron Malek (incorporated by reference as Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on April 1, 2010).
	10.52*	Form of Seventh Modification Agreement by and between First Republic Bank and Greenhill & Co., Inc.
	10.53*	Form of Security Agreement (LLC Distribution) by and between Greenhill & Co., Inc. and First Republic Bank.
	31.1*	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

42

Signatures

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 3, 2010

GREENHILL & CO., INC.
By:	/s/ SCOTT L. BOK
	Name:	Scott L. Bok
	Title:	Chief Executive Officer
By:	/s/ RICHARD J. LIEB
	Name:	Richard J. Lieb
	Title:	Chief Financial Officer

S-1

EX-10.52

EXHIBIT 10.52

     

FORM OF

SEVENTH MODIFICATION AGREEMENT

(Loan Agreement)

     This Seventh Modification Agreement (the “Modification Agreement”), dated as of                , for reference purposes only, is made by and between GREENHILL & CO., INC., a Delaware corporation (“Borrower”), and FIRST REPUBLIC BANK, a Division of Bank of America, N.A. (“Lender”), with reference to the following facts:

     A. Lender has previously entered into a Loan Agreement (“Loan Agreement”) dated as of January 31, 2006, pursuant to which Lender has provided to Borrower a revolving line of credit loan (“Loan”) in the current principal amount of Ninety Million and 00/100 Dollars ($90,000,000.00).

     B. The Loan Agreement was amended pursuant to the terms of:

          1. that certain First Modification Agreement dated as of August 1, 2006;

          2. that certain Second Modification Agreement dated as of March 14, 2007;

          3. that certain Third Modification Agreement dated as of May 2, 2007;

          4. that certain Fourth Modification Agreement dated December 13, 2007;

          5. that certain Fifth Modification Agreement dated December 18, 2008; and

          6. that certain Sixth Modification Agreement dated December 22, 2009.

     C. In connection with the Loan Agreement, Borrower has executed one original note and four amended and restated notes as set forth below, the most current note is referred to as the “Existing Note”. The Existing Note supersedes and replaces the prior notes set forth below.

          1. that certain Promissory Note dated January 31, 2006 executed by Borrower payable to Lender in the original principal sum of $20,000,000.00.

          2. that certain Amended and Restated Promissory Note dated March 14, 2007 executed by Borrower payable to Lender in the original principal sum of $50,000,000.00.

          3. that certain Amended and Restated Promissory Note dated May 2, 2007 executed by Borrower payable to Lender in the original principal sum of $75,000,000.00.

          4. that certain Amended and Restated Promissory Note dated December 13, 2007 executed by Borrower payable to Lender in the original principal sum of $90,000,000.00.

          5. that certain Amended and Restated Promissory Note dated December 18, 2008 executed by Borrower payable to Lender in the original principal sum of $90,000,000.00.

     D. The Loan Agreement and the Existing Note are secured by the terms of:

          1. a Third-Party Security Agreement dated May 2, 2007, executed by Greenhill Capital Partners, LLC which was later replaced by an Amended and Restated Third-Party Security

- 1 -

Agreement dated as of December 22, 2009, executed by Greenhill Capital Partners, LLC (“Greenhill Capital Security Agreement”);

          2. a Third-Party Security Agreement dated December 13, 2007, executed by Greenhill Venture Partners, LLC which was later replaced by an Amended and Restated Third-Party Security Agreement dated December 22, 2009, executed by Greenhill Venture Partners LLC (“Greenhill Ventures Security Agreement”); and

          3. a Third-Party Security Agreement dated December 22, 2009, executed by Greenhill Capital Partners II LLC (“Greenhill Capital II Security Agreement”). (The Greenhill Capital Security Agreement, the Greenhill Ventures Security Agreement and the Greenhill Capital II Security Agreement are collectively referred to as the “Security Agreements.”)

     E. The Loan Agreement, the Existing Note and the Security Agreements are referred to collectively as the “Existing Loan Documents.” The Existing Note and any Amended and Restated Note to be executed and delivered as provided below are referred to collectively as the “Note.” The Existing Loan Documents and all documents to be executed and delivered as provided below, including the Note, are referred to collectively as the “Loan Documents.” Capitalized terms which are not defined herein shall have the meanings provided in the Loan Agreement or the other Loan Documents or, if not defined therein, in the California Commercial Code.

     NOW THEREFORE, for valuable consideration the receipt and adequacy of which is hereby acknowledged, Lender and Borrower agree as follows.

     1. Adoption of Recitals. The recitals set forth above are adopted as a part of the agreement of the parties, and the facts set forth therein are acknowledged and agreed to be true, accurate and complete.

     2. Acknowledgment of Loan Documents. Borrower hereby acknowledges and agrees that as of the date of this Modification Agreement the Loan Agreement as modified and all other Existing Loan Documents remain in full force and effect.

     3. UCC Lien. Borrower hereby acknowledges and agrees that pursuant to the terms of the Security Agreements, all Obligations owed to Lender under the Loan Agreement and the Existing Note are secured by the assets referred to therein (“Collateral”) ; and Borrower has not granted and is not aware of any other lien on such Collateral other than the lien of Lender.

     4. Additional Collateral for Loan. Concurrently with the execution and delivery of this Modification Agreement, Borrower shall execute and deliver to Lender a Security Agreement (“Supplemental Security Agreement”) to secure the Obligations owed to Lender under the Loan Agreement and the Note. The Security Agreement will be in the form and substance acceptable to Lender and will grant Lender a first priority lien on the assets described therein which will include, among other things, distributions received from Greenhill & Co., LLC, a Delaware limited liability company.

     5. Modification of Loan Documents.

          5.1 Extension of Maturity Date of Loan. The Maturity Date of the Loan is extended to April 30, 2011.

          5.2 First Change in Loan Amount and Promissory Note.

               (a) Concurrently with the execution and delivery of this Modification Agreement, the maximum principal amount of the Loan shall be reduced from NINETY MILLION AND NO/100THS DOLLARS ($90,000,000.00) to SEVENTY-FIVE MILLION AND NO/100THS DOLLARS ($75,000,000.00).

- 2 -

               (b) Concurrently with the execution and delivery of this Modification Agreement, Borrower shall execute and deliver to Lender a Fifth Amended and Restated Promissory Note which will be in form and substance acceptable to Lender (“Fifth Amended and Restated Note”) hereto. The Existing Note shall be cancelled.

               (c) Concurrently with the execution and delivery of this Modification Agreement, or prior thereto, Borrower shall: (i) pay all outstanding and accrued interest which is then due on the Existing Note; and (ii) reduce the outstanding principal balance of the Existing Note to an amount not to exceed SEVENTY-FIVE MILLION AND NO/100THS DOLLARS ($75,000,000.00).

          5.3 Second Change in Loan Amount and Promissory Note.

               (a) Effective December 31, 2010, the maximum principal amount of the Loan shall be automatically reduced from SEVENTY-FIVE MILLION AND NO/100THS DOLLARS ($75,000,000.00) to SIXTY MILLION AND NO/100THS DOLLARS ($60,000,000.00).

               (b) Not later than December 31, 2010, Borrower shall: (i) pay all outstanding and accrued interest which is then due on the Fifth Amended and Restated Note; and (ii) pay all outstanding principal in excess of the sum SIXTY MILLION AND NO/100THS DOLLARS ($60,000,000.00).

          5.4 Reporting Covenants. The Reporting Covenants set forth in Sections 7.1 through 7.4 of Exhibit A of the Loan Agreement and all amendments thereto will remain in full force and effect.

          5.5 Financial Covenants. The following Financial Covenants shall replace in their entirety the Financial Covenants set forth in the Loan Agreement and all amendments thereto, including without limitation, Sections 7.5 through 7.8 and Sections 8.1 and 8.2 of Exhibit A of the Loan Agreement.

               (a) Minimum Tangible Net Worth. Borrower shall maintain a Tangible Net Worth of not less than ONE HUNDRED FIFTY MILLION AND NO/100THS DOLLARS ($150,000,000.00), which shall be verified quarterly as of the last day of the fiscal quarter. For purposes of this Financial Covenant, “Tangible Net Worth” shall mean the excess of total assets over total liabilities, determined in accordance with United States generally accepted accounting principles, with the following adjustments: (A) there shall be excluded from assets (i) notes, accounts receivable and other obligations owing to the Borrower from its officers or other Affiliates; and (ii) all assets which would be classified as intangible assets under generally accepted accounting principles, including goodwill, licenses, patents, trademarks, trade names, copyrights, capitalized software and organizational costs, licenses and franchises; and (B) there shall be excluded from liabilities all indebtedness which is subordinated to the Obligations under a subordination agreement in form specified by Lender or by language in the instrument evidencing the indebtedness which is acceptable to Lender in its discretion.

               (b) Total Liabilities to Tangible Net Worth. Borrower shall maintain a ratio of “Total Liabilities”, as reflected on Borrower’s consolidated statements of Financial Condition (“Total Liabilities”), to Tangible Net Worth of 2.0:1 measured quarterly as of the last day of the fiscal quarter.

               (c) Liquidity. Borrower shall maintain minimum Liquidity of $30,000,000 measured at the time of each Advance under the Loan Agreement. For purposes of this Financial Covenant, “Liquidity” shall include the following: “Liquid Assets” of Borrower: (i) unencumbered cash and certificates of deposit; (ii) treasury bills and other obligations of the federal government; and (iii) readily marketable securities (including commercial paper, but excluding restricted stock and stock subject to the provisions of Rule 144 of the Securities and Exchange Commission) (unless such stock can be sold without regard to the “volume limitations” under Rule 144).

- 3 -

               (d) Debt Service Coverage Ratio. Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.25 to 1 which shall be measured quarterly as of the last day of the fiscal quarter on a 4-quarter rolling basis. For purposes of this Section, the term “Debt Service Coverage Ratio” is defined as a ratio of EBITDA to the Maximum Principal Amount of the Note (subject to such reductions as are provided for therein). “EBITDA” shall mean “Net Income Before Interest, Taxes, Depreciation and Amortization.” EBITDA shall exclude the amortization of any non-cash expense related to Restricted Stock Units granted to employees. The ratio is effective beginning with the 4-quarter period ending December 31, 2009.

               (e) 15-Days Out of Debt. Borrower will demonstrate to Lender through an Officer’s certification that during each six (6) month period following April 30, 2010, Borrower shall have sufficient liquidity to accomplish a 15-consecutive-calendar-day out of debt period (such period to be designated by Borrower). Such certification will be delivered to Lender semi-annually on October 31 and April 30 in respect to each preceding six-month period.

               (f) No Additional Indebtedness. Borrower (a) without the prior written approval of Lender, shall not directly or indirectly make, create, incur, assume, or permit to exist any guaranty of any kind of any indebtedness or other obligation of any other person during the term of this Agreement or the Loan Agreement, excluding any guaranties by Borrower as of the date of this Agreement that are reflected in the financial statements referred to in this Agreement and agreed to by Lender; and (b) without the prior written approval of Lender, shall not directly or indirectly incur indebtedness for borrowed money during the term of this Agreement, excluding: (i) debts owing by Borrower as of the date of this Agreement that are reflected in the financial statements referred to in this Agreement and agreed to by Lender; (ii) other borrowings from the Lender; (iii) indebtedness secured by purchase money mortgages or liens which encumber only the property being purchased and (iv) inter-company debt.

               (g) Borrowing Base.

                    (i) Until July 1, 2010, to the extent that the outstanding principal balance of the Loan following any requested Advance would be in excess of $55.0 Million, Borrower may obtain the requested Advance, if (in addition to the other requirements for an Advance) such excess principal balance does not exceed the Formula Amount.

                    (ii) From and after July 1, 2010, to the extent that the outstanding principal balance of the Loan following any requested Advance would be in excess of $45.0 Million, Borrower may obtain the requested Advance, if (in addition to the other requirements for an Advance) such excess principal balance does not exceed the Formula Amount. The Formula Amount shall be determined as of the close of business two (2) Business Days prior to the date on which a request for an Advance shall be made.

                    (iii) The “Formula Amount” shall mean 100% x incremental Liquid Assets in excess of $30.0 million + 80% x Eligible A/R + 20% x market value of the common stock of Iridium Communications Inc. (“Iridium Stock”) owned by Borrower (no pledge necessary) + 20% x market value of Iridium Stock owned by any subsidiaries of Borrower to the extent that Lender has a lien on such stock to secure the obligations under the Loan Agreement.

                    (iv) “Eligible A/R” shall mean all accounts receivable of Borrower and all subsidiaries (on a consolidated basis) excluding: (A) all accounts receivable (“A/R”) in excess of sixty (60) days past due; (B) all A/R from a particular account debtor if 25% or more of the aggregate A/R from such account debtor are in excess of 60 days past due; and (C) all A/R which Lender in its sole discretion deems ineligible. If a particular delinquent A/R results from a bankruptcy restructuring assignment where the Borrower’s fees are subject to any court ordered holdbacks such A/R will be removed for all purposes of calculating the twenty-five percent cross-aging discussed above.

- 4 -

          5.6 Conditions for Advances. Borrower may obtain Advances under the Loan Agreement, if, in addition to the foregoing requirements:

               (a) Borrower complies with the Liquidity requirement in Section 5.5(c).

               (b) Borrower complies will all other requirements for obtaining an Advance specified in the Loan Agreement as amended.

               (c) No Event of Default has occurred and is continuing, and

               (d) The aggregate outstanding principal balance on the Loan does not exceed the maximum principal amounts specified in Sections 5.2 and 5.3 as and when applicable.

          5.7 Deposit Accounts. At all times, the following entities shall maintain deposit accounts with Lender into which will be deposited all proceeds of Lender’s Collateral subject to the provisions of the related Security Agreements: Greenhill Capital Partners, LLC; Greenhill Venture Partners LLC; Greenhill & Co, LLC.

          5.8 Letter of Credit Sublimit. Whatever maximum principal amount is applicable to the Loan as set forth above in Sections 5.2 or 5.3, such amount shall continue to include the existing sublimit for a standby letter of credit in the sum of Four Hundred Seventy-Five Thousand, Forty-Four and 80/100 Dollars ($475,044.80) as set forth in Sections 9 and 10 of the Loan Agreement..

     6. Representations and Warranties. As a material inducement to Lender’s execution of this Modification Agreement, Borrower makes the following warranties and representations to Lender.

          6.1 Authority. This Modification Agreement and each other document delivered to Lender in connection with this Modification Agreement have been duly authorized, and upon execution and delivery will constitute legal, valid and binding agreements and obligations of such party enforceable in accordance with their respective terms, except, in each case, as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or by general equity principles.

          6.2 Financial Information. All financial and other information that has been or will be supplied to Lender is sufficiently complete to give Lender accurate knowledge of such party’s financial condition as of the time of the delivery of same to Lender and is a true statement of such party’s financial condition and reflects any and all material contingent liabilities as of the time of the delivery of same to Lender.

          6.3 No Defaults. There currently exist no fact or occurrence which would constitute an Event of Default under the Loan Agreement.

          6.4 Other Encumbrances. There are no encumbrances or liens affecting all or part of the Collateral provided by Borrower except for the liens and security interests in favor of Lender and the Permitted Liens.

          6.5 Lawsuits. There is no lawsuit, tax claim or adjustment or other dispute pending, or, to the knowledge of such party, threatened against such party, his, her or its property, his, her or its business or the Collateral as to which there is a significant probability of an adverse decision that, after taking into account any insurance coverage for such matter, reasonably would be expected to have a material adverse effect on the business or the financial condition of Borrower, the Collateral or Lender’s right and remedies under this Modification Agreement.

     7. No Other Modification of Loan Documents. Nothing contained in this Modification Agreement shall be construed to obligate Lender to extend the time for payment of any Note issued in connection with the Loan Agreement or otherwise modify any of the Loan Documents in any respect, except as expressly set forth in this Modification Agreement.

- 5 -

     8. Conditions Precedent. The following are conditions precedent to Lender’s obligations under this Modification Agreement:

          8.1 Receipt by Lender of the executed originals of: (i) this Modification Agreement; (ii) the Supplemental Security Agreement; (iii) the Fifth Amended and Restated Note; (iv) a Reaffirmation Agreement to be executed by Greenhill Capital Partners, LLC consenting to the transaction provided for herein in form and substance acceptable to Lender; (v) a Reaffirmation Agreement to be executed by Greenhill Venture Partners, LLC consenting to the transaction provided for herein in form and substance acceptable to Lender; and (v) a Reaffirmation Agreement to be executed by Greenhill Capital Partners II, LLC consenting to the transaction provided for herein in form and substance acceptable to Lender.

          8.2 The creation of the Deposit Accounts referred to in Section 5.7.

          8.3 Reimbursement to Lender by Borrower of Lender’s costs and expenses incurred in connection with this Modification Agreement and the transactions contemplated hereby, including, without limitation, the fees set forth in Section 9 below, whether such services are furnished by Lender’s employees or agents or by independent contractors.

          8.4 The representations and warranties contained in this Modification Agreement and the other Loan Documents are true and correct.

          8.5 All payments due and owing to Lender under the Loan Documents have been paid current as of the effective date of this Modification Agreement.

          8.6 Any UCC, tax lien, litigation, judgment and other searches, fictitious business name statement filings, insurance certificates, notices or other similar documents which Lender may reasonably require and in such form as Lender may reasonably require, in order to reflect Lender’s first priority security interest in the Collateral and in order to fully consummate all of the transactions contemplated hereunder

          8.7 Such other documents as Lender may require under any other section of this Amendment.

     9. Fees. Borrower shall pay to Lender upon the execution of this Modification or upon Lender’s request the following:

          9.1 Commitment Fee. A Commitment Fee of $250,000.00. Said amount shall be owed whether or not the maximum loan amount is advanced for whatever reason; and said amount shall be deemed fully earned upon execution of this Modification Agreement regardless whether the Loan is later accelerated upon the occurrence of an Event of Default. Said amount is calculated as follows: (i) $75,000.00 for the period 12/31/09 to 4/30/10; (ii) $125,000.00 for the period 5/1/10 through 12/31/10; (iii) $50,000.00 for the period 1/1/11 through 4/30/11.

          9.2 Expenses and Attorneys Fees. All of Lender’s costs, charges and expenses paid or incurred by Lender in connection with the preparation of this Modification Agreement and the transactions contemplated hereby, including all reasonable attorneys fees and costs and all filing fees.

          9.3 Method of Payment. Such amounts may be debited by Lender from any account maintained in the name of Borrower.

     10. Events of Default and Remedies.

          10.1 Events. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder at the option of Lender:

               (a) Failure to make any payment provided for under this Modification Agreement.

               (b) Failure to take any action or comply with any condition provided for under this Modification Agreement.

- 6 -

               (c) The occurrence and continuance of an Event of Default under the (i) Loan Agreement as modified or any related documents, (ii) this Modification Agreement, (iii) the Note, or (iv) any documents executed in connection herewith.

          10.2 Remedies. Upon the occurrence of an Event of Default, Lender may declare an Event of Default under the Loan Agreement and/or any other Loan Document and exercise the remedies under the Loan Agreement, the Note and any other Loan Document, including (without limitation) the imposition of default interest under the Note).

     11. Indemnification. Borrower hereby agrees to indemnify and hold Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, participating lenders, successors and assigns harmless from and against any and all claims, demands, damages, liabilities, actions, causes of action, suits, costs and expenses, including attorneys’ fees and costs, directly or indirectly arising out of or relating to the transactions contemplated by this Modification Agreement.

     12. NO CLAIMS. BORROWER ACKNOWLEDGES AND AGREES THAT TO THE BEST OF ITS PRESENT KNOWLEDGE (A) IT HAS NO OFFSETS OR DEDUCTIONS OF ANY KIND AGAINST ANY OR ALL OF THE OBLIGATIONS; AND (B) IT HAS NO DEFENSES OR OTHER CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST LENDER IN CONNECTION WITH THE LOAN OR THE COLLATERAL.

     13. Waiver and Release.

          13.1 In further consideration of Borrower and Lender entering into this Modification Agreement, Borrower and Pledgors and Borrower’s and Pledgors’ past and present employees and agents (collectively referred to as the “Releasing Parties”) hereby waive and release any and all claims, rights and defenses, causes of action, damages, debts and offsets of any nature whatsoever whether heretofore or now existing (known or unknown, liquidated or unliquidated, whether based in tort, contract, or other legal or equitable theory) which each of them now has (or might have) against Lender, all of its past and present officers, directors, employees, agents, attorneys or representatives (“Released Claims”). This waiver and release includes, but is not limited to, claims, defenses, offsets and causes of action arising from or in any way related to any of the Loan Documents and any promissory notes executed in connection and all modifications, supplements and extensions thereto, all the advances thereunder and Lender’s actions in connection therewith.

          13.2 The Releasing Parties each understand (a) that it is possible that unknown losses or claims may exist, or (b) that past known losses have been underestimated; nevertheless each of the Releasing Parties is taking this risk into account in determining the consideration it is to receive for this release through this Modification Agreement. Consequently, each of the Releasing Parties expressly waives all rights and benefits conferred by Section 1542 of the California Civil Code which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

          13.3 Each person signing below on behalf of Borrower or Pledgor hereunder acknowledges that he or she has read each of the provisions of this Release. Each such person fully understands that this Release has important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this Release.

          14. Continuing Effect of Loan Documents. The Loan Agreement, the Note and other Loan Documents, as modified by this Modification Agreement, shall remain in full force and effect in accordance with their terms and are affirmed by Borrower.

- 7 -

     15. Miscellaneous.

          15.1 Controlling Provisions. To the extent that there is any inconsistency or conflict between the terms, conditions and provisions of the Loan Documents, this Modification Agreement and any document executed in connection herewith, the terms, conditions and provisions of this Modification Agreement will prevail.

          15.2 Modifications of Agreement. This Modification Agreement may be modified only by a written agreement signed by Lender and the other party who is affected by such modification.

          15.3 Entire Agreement. This Modification Agreement shall be included within the meaning of the term “Loan Documents” under the Loan Agreement. This Modification Agreement and the other Loan Documents contain the entire agreement and understanding among the parties concerning the matters covered by this Modification Agreement and the other Loan Documents and supersede all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether written or oral, made by Lender and any of the other parties to this Modification Agreement concerning the matters covered by this Modification Agreement and the other Loan Documents.

          15.4 Severability. In the event that any provision, or portions thereof, of this Modification Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby.

          15.5 Descriptive Headings; Interpretation. The headings to sections of this Modification Agreement are for convenient reference only and shall not be used in interpreting this Modification Agreement. For purposes of this Modification Agreement, the term “including” shall be deemed to mean “including without limitation.”

          15.6 No Waiver. No waiver by Lender of any of its rights or remedies in connection with the Loan shall be effective unless such waiver is in writing and signed by Lender. No waiver of any breach or default shall be deemed a waiver of any breach or default thereafter occurring.

          15.7 Rights Cumulative. Lender’s rights and remedies under this Modification Agreement are cumulative with and in addition to any and all other legal and equitable rights and remedies which Lender may have in connection with the Loan.

          15.8 Time of the Essence. Time is of the essence with respect to each provision of this Modification Agreement.

          15.9 Counterparts. This Modification Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement.

          15.10 Successors and Assigns. This Modification Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. Lender may assign its rights under this Modification Agreement; however, any party to this Modification Agreement may not assign this Modification Agreement or any rights and duties or obligations of them hereunder without the prior written consent of Lender.

          15.11 Controlling Law. This Modification Agreement and any instrument or agreement executed in connection with this Modification Agreement shall be governed by and construed under the laws of the State of California.

          15.12 Attorneys’ Fees. Lender shall be entitled to recover all costs and expenses, including attorneys’ fees and costs, incurred by Lender in enforcing any of the terms of this Modification

- 8 -

Agreement or the other Loan Documents, from any party against whom this Modification Agreement is sought to be enforced whether or not any legal proceedings are instituted by Lender. Without limiting the generality of the immediately preceding sentence, upon Lender’s demand, Lender shall be reimbursed for all costs and expenses, including attorneys’ fees and costs, which are incurred by Lender in connection with any action by Lender for relief from the automatic stay arising under Bankruptcy Code Section 362(a), 11 U.S.C. §362(a).

          15.13 Authorization. Borrower hereby authorizes Lender to file any appropriate financing statements to reflect any and all modifications to the Loan Documents set forth in this Modification Agreement and to perfect any liens grated in connection herewith.

          15.14 No Third Party Beneficiaries. This Modification Agreement is entered into for the sole benefit of Lender and the other parties executing this Modification Agreement, and no other party shall have any right of action under this Modification Agreement.

     16. REVIEW WITH INDEPENDENT COUNSEL. EVERY PARTY WHO EXECUTES THIS MODIFICATION AGREEMENT ACKNOWLEDGES AND AGREES THAT (A) IT HAS CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS MODIFICATION AGREEMENT AND THE DOCUMENTS CONTEMPLATED BY THIS MODIFICATION AGREEMENT AND UNDERSTANDS SUCH TERMS AND CONDITIONS; AND (B) IT HAS ENTERED INTO THIS MODIFICATION AGREEMENT FREELY AND VOLUNTARILY, AFTER HAVING CONSULTED WITH ITS INDEPENDENT LEGAL COUNSEL OR AFTER HAVING HAD AN OPPORTUNITY TO CONSULT WITH ITS INDEPENDENT LEGAL COUNSEL.

[SIGNATURE PAGE FOLLOWS]

- 9 -

BORROWER:	LENDER:
GREENHILL & CO., INC., a Delaware corporation	FIRST REPUBLIC BANK, a Division of Bank of America, N.A.
By:	By:
Name:	Name:
Title:	Title:
PLEDGORS:
The undersigned Pledgors hereby agree to the terms of, and are bound by, Section 13 of this Agreement.
Greenhill Capital Partners, LLC, a Delaware limited liability company
By:
Name:
Title:
Greenhill Venture Partners, LLC, a Delaware limited liability company
By:
Name:
Title:
Greenhill Capital Partners II LLC, a Delaware limited liability company
By:
Name:
Title:

- 10 -

EX-10.53

Exhibit 10.53

     

FORM OF SECURITY AGREEMENT
LLC Distributions

     This SECURITY AGREEMENT (LLC Distributions) (the “Agreement”), dated as of           , is executed by and between GREENHILL & CO., INC., a Delaware corporation (“Borrower”), and FIRST REPUBLIC BANK, a Division of Bank of America, N.A. (“Lender”).

     Lender has entered into a Loan Agreement dated as of January 31, 2006, with Borrower pursuant to which Lender provided a loan to, or for the benefit of, Borrower. Such Loan Agreement is being extended and amended concurrently herewith pursuant to the terms of that certain Seventh Modification Agreement dated as of the date hereof (“Seventh Modification Agreement”). This Agreement is being provided in connection with the Loan Agreement and the Seventh Modification Agreement to secure Borrower’s obligations thereunder.

     THEREFORE, for valuable consideration, the receipt and adequacy of which are acknowledged, Borrower and Lender agree as follows:

ARTICLE I
DEFINITIONS

     For purposes of this Agreement, capitalized terms not otherwise defined in this Agreement shall have the meanings provided below or in the Commercial Code or in the Loan Agreement.

     1.1 Agreement — means this Security Agreement, any concurrent or subsequent rider to this Security Agreement and any extensions, supplements, amendments or modifications to this Security Agreement and/or to any such rider.

     1.2 Attorneys’ Fees — is defined in Section 9.5.

     1.3 Bankruptcy Code — means the U.S. Bankruptcy Code as now enacted or hereafter amended.

     1.4 Borrower — means Greenhill & Co., Inc, a Delaware corporation.

     1.5 Borrower’s Books — means all of Borrower’s books and records including, but not limited to: minute books; ledgers, and records indicating, summarizing or evidencing Borrower’s assets, liabilities, the Collateral, the Secured Obligations, and all information relating thereto; records indicating, summarizing or evidencing Borrower’s business operations or

LOAN NO. 93-408969-4/AFS#0210053059

1

financial condition; and all computer programs, disc or tape files, printouts, runs, and other computer prepared information and the equipment containing such information.

     1.6 Business Day — means any day other than a day on which commercial banks are authorized or required by law to close in the State of California.

     1.7 Capital Account — means any account or credit maintained or owed directly or indirectly by the Company to or for Borrower or in Borrower’s name: (i) on account of capital contributions of Borrower to or for the Company; and/or (ii) which represents Borrower’s equity interest in the Company; and/or (iii) which represents the value of Borrower’s LLC Interest.

     1.8 Capital Calls — means all demands made, or to be made, upon Borrower for: (i) the advance of funds to be made by Borrower to fund the capital of the Company; or (ii) on account of, or in connection with, the LLC Interest.

     1.9 Capital Contributions — means all payments and/or contributions made by Borrower to the Company pursuant to any Capital Calls.

     1.10 Commercial Code — means the Uniform Commercial Code, as now enacted or hereafter amended, applicable in the State of California.

     1.11 Company — means Greenhill & Co. LLC, a Delaware limited liability company.

     1.12 Distributions — mean all amounts and rights to payment, payments and distributions, amounts and cash owed to, paid to, or held for, or available to Borrower or in Borrower’s name (in whichever form they exist, whether as Instruments, Chattel Paper, Accounts, General Intangibles, Financial Assets or otherwise) arising from, or on account of: (i) the LLC Interest, and (ii) all Capital Accounts, including without limitation, all Interim Distributions and all Liquidation Distributions.

     1.13 Exhibit — means any Exhibit attached hereto and incorporated herein.

     1.14 Governmental Authorities — means: (i) the United States; (ii) the state, county, city or other political subdivision in which any of the Collateral is located; (iii) all other governmental or quasi-governmental authorities, boards, bureaus, agencies, commissions, departments, administrative tribunals, instrumentalities and authorities; and (iv) all judicial authorities and public utilities having or exercising jurisdiction over Borrower, Borrower, any Guarantor or the Collateral. The term “Governmental Authority” means anyone of the Governmental Authorities.

     1.15 Governmental Permits — means all permits, approvals, licenses and authorizations now or hereafter issued by any Governmental Authorities for or in connection with the conduct of Borrower’s business or the ownership or use by Borrower of the Collateral, or its other assets or its properties.

2

     1.16 Governmental Requirements — means all existing and future laws, ordinances, rules, regulations, orders or requirements of all Governmental Authorities applicable to Borrower, any Guarantor, the Collateral or any of Borrower’s or any Guarantor’s other assets or properties.

     1.17 Guarantor — means, collectively, the Person or Persons, if any, now or hereafter guaranteeing payment of the credit or payment or performance of the Secured Obligations (or pledging collateral therefor).

     1.18 Guaranty — means every guaranty agreement of any kind (including third-party pledge agreements) now or hereafter executed by any Guarantor, and all extensions, renewals, modifications and replacement thereof.

     1.19 Insolvency Proceeding — means any proceeding commenced by or against any person or entity, including Borrower, under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including, but not limited to, assignments for the benefit of creditors, formal or informal moratoriums, compositions or extensions with some or all creditors.

     1.20 Interim Distribution — means any Distributions made in the ordinary course of business of the subject entity and not in connection with a Liquidation Distribution.

     1.21 Judicial Officer or Assignee — means any trustee, receiver, controller, custodian, assignee for the benefit of creditors or any other person or entity having powers or duties like or similar to the powers and duties of a trustee, receiver, controller, or assignee for the benefit of creditors.

     1.22 Lender — means FIRST REPUBLIC BANK, a Division of Bank of America, NA

     1.23 Lender Expenses — means all costs and expenses incurred by Lender in connection with: (i) this Agreement or other Loan Document; (ii) the transactions contemplated hereby or thereby; (iii) the enforcement of any rights hereunder or thereunder; (iv) the recordation or filing of any documents; (v) Lender’s Attorneys’ Fees; (vi) the creation, perfection or enforcement of the lien on any item of Collateral; and (vii) any expenses incurred in any proceedings in the U.S. Bankruptcy Courts in connection with any of the foregoing.

     1.24 Liquidation Distribution — shall mean all Distributions that are liquidating dividends or final return on capital to Borrower or repayment of equity in connection with the liquidation, dissolution or termination of the Company.

     1.25 LLC Agreement — means the Operating Agreement or other formation agreement listed on Exhibit B.

     1.26 LLC Interest — means the membership interest of Borrower in the Company.

3

     1.27 Loan Agreement — means that certain Loan Agreement dated as of January 31, 2006 between Borrower and Lender and all extensions, renewals, modifications and replacements thereof, including without limitation, that certain Seventh Modification Agreement dated as of the date hereof.

     1.28 Loan Document — means this Agreement, the Loan Agreement and any other documents now or hereafter executed by Borrower or Guarantor or any other Person and delivered to Lender at Lender’s request in connection with the credit extended to Borrower and all extensions, renewals, modifications or replacements thereof and any Note executed in connection therewith.

     1.29 Note — means: (i) the Sixth Amended and Restated Note dated as of the date hereof in the original principal sum of $75,000,000 executed and delivered pursuant to the Seventh Modification Agreement; (ii) any predecessor promissory note and any other promissory note executed in connection with the Loan Agreement; and (iii) any additional note or notes now or hereafter executed by Borrower in favor of Lender which specifically recite that they arise out of the Loan Documents, and all extensions, renewals, modifications and replacement thereof.

     1.30 Permitted Liens — means any and all of the following: (i) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; and (ii) any other liens and encumbrances agreed to in writing by Lender.

     1.31 Person — means any natural person or any entity, including any corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or trustee, or Governmental Authority.

     1.32 Secured Obligations — means all debts, obligations and liabilities of Borrower to Lender under or in connection with this Agreement, the Loan Agreement, any Note, and any of the other Loan Documents, regardless whether such Secured Obligations are currently existing or hereafter created, whether liquidated or unliquidated, including Attorneys’ Fees. Notwithstanding anything to the contrary contained in the Loan Documents, the term “Secured Obligations” shall not include any debts that are or may hereafter constitute “consumer credit” which is subject to the disclosure requirements of the federal Truth-In Lending Act (15 U.S.C. Section 1601, et seq.) or any similar state law in effect from time to time, unless Lender and Borrower shall otherwise agree in a separate written agreement.

ARTICLE II
SECURITY INTEREST

     2.1 Security Interest. Borrower hereby grants to Lender a continuing valid, first priority security interest in all present and future Collateral, described in Exhibit B, now owned or hereafter acquired to secure repayment and performance of the Secured Obligations.

4

     2.2 Security Documents. Lender may file all financing statements and confirmation statements and other documents as necessary to perfect and maintain perfected Lender’s security interest. Borrower shall execute and deliver to Lender all documents which Lender may reasonably request: (i) to perfect, and maintain perfected, Lender’s security interests in the Collateral or, (ii) to maintain or recognize the priority and enforceability of the Lender’s lien on the Collateral, and (iii) to implement the terms of this Agreement. If requested by Lender, Borrower will have such documents executed by relevant third parties and delivered to Lender. In this regard if the Account is maintained with a financial institution other than Lender, Borrower will execute such Control Agreement as Lender may require to perfect its lien on such Account.

     2.3 Assignment of Rights to Payment.

     (a) Borrower hereby assigns, transfers and sets over to Lender and its successors: (i) all of its rights to collect and receive Distributions from the Company subject to the limitations set forth in Exhibit A.

     (b) All payments on Distributions are to be sent by wire transfer to the account specified in Exhibit A (“Account”). Borrower shall take such steps as are requested by Lender for the payment of all future Distributions into such Account Funds deposited into the Account shall be released or applied as provided in Exhibit A.

ARTICLE III
DISTRIBUTIONS AND DIVIDENDS

     3.1 Distributions. Whether or not an Event of Default has occurred, all Distributions will be deposited into the Account.

     3.2 Delivery. Borrower shall promptly deliver to Lender all instruments or chattel paper which constitute Collateral, duly endorsed and assigned.

     3.3 Funds Held in Trust. To the extent that Borrower receives any payment which is to be paid to Lender, such payment is to be held in trust for Lender and shall be segregated from Borrower’s other funds and shall be immediately paid to Lender in the form as received (with any necessary endorsements).

     3.4 Funds Held by Lender. All funds received by Lender may, in the discretion of Lender, be held by Lender as additional Collateral and disbursed or applied to the Secured Obligations as provided in Exhibit A.

5

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

     Until the Secured Obligations are satisfied in full, Borrower makes the following representations and warranties:

     4.1 Borrower. Borrower’s full and correct name and address are indicated in Exhibit A. If Borrower is an entity, Borrower: (i) is duly organized, validly existing and in good standing under the laws of the state specified in Exhibit A; (ii) is qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires qualification as a foreign entity; and (iii) conducts business under the trade name(s), if any, specified in Exhibit A, and no other trade name(s).

     4.2 Authority. This Agreement has been duly authorized, and upon execution and delivery will constitute the legal, valid and binding agreement and obligation of Borrower, enforceable in accordance with its terms.

     4.3 No Conflicts. The execution, delivery and performance by Borrower of this Agreement and the grant of the lien herein do not: (i) violate any Governmental Requirements applicable to Borrower; (ii) constitute a breach of any provision of the organizational papers of Borrower; or (iii) constitute an event of default under any agreement of Borrower.

     4.4 Lawsuits; Compliance; Taxes. There is no material lawsuit, tax claim or adjustment or other dispute pending or threatened against Borrower or the Collateral. Borrower is in compliance with all Governmental Requirements and has satisfied, prior to delinquency, all taxes due or payable by Borrower or assessed against the Collateral.

     4.5 Adequate Consideration. Borrower is receiving reasonably equivalent consideration for entering into this Agreement.

     4.6 Solvency. Borrower is now and shall be at all times hereafter solvent and able to pay Borrower’s debts (including trade debts) as they mature.

     4.7 Title to Assets. Borrower: (i) has and at all times will have full legal and equitable title to the LLC Interest free of all liens and interests, except Permitted Liens; and (ii) has the right to grant security interests in the Collateral. No authorization or approval or notice is required to grant the lien on the Collateral or for the delivery of this Agreement, except for such authorizations, or notices which have been obtained or given prior hereto.

     4.8 LLC Interest. Borrower is not in default of any duty or obligation required in connection with the LLC Interest. All amounts and all Capital Calls owed in connection therewith have been fully paid.

     4.9 No Offsets or Defenses. All Distributions, Capital Accounts and other amounts owed to Borrower in connection with the LLC Interest are subject to no defense or set off other than those expressly specified in the LLC Agreement.

6

     4.10 Company. The Company has been duly organized and is in good standing under the laws of the State of its formation. The Company is financially solvent. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     4.11 LLC Agreement. The LLC Agreement identified in Exhibit B, a true and complete copy of which has been provided to Lender, has been duly authorized, executed and delivered by the parties thereto, has not been amended or supplemented, except as expressly disclosed to Lender, and is in full force and effect and binding on all parties thereto in accordance with its terms.

     4.12 Non-Consumer. No item of Collateral is held primarily for personal, family or household purposes or secures a loan which is obtained primarily for personal, family or household purposes.

     4.13 Liquidity. Upon execution of this Agreement, Borrower will remain liquid, the total value of its assets will exceed its liabilities (contingent and non-contingent); and it will be able to pay its debts as they come due.

     4.14 Continuing and Cumulative Warranties. The warranties and representations set forth in this Section shall be true and correct in all material respects at the time of execution of this Agreement and shall constitute continuing representations and warranties as long as any of the Secured Obligations remain unpaid or unperformed. The warranties and representations shall be cumulative and in addition to any other warranties and representations which Borrower shall give to Lender, now or hereafter.

ARTICLE V
COVENANTS

     Borrower agrees, until the Secured Obligations are satisfied in full:

     5.1 Transfer or Release of Assets. Borrower shall not transfer, sell, abandon, or release the LLC Interest, any Capital Account, any amounts owed to Borrower in connection with the LLC Interest or any Capital Account, or any other item of Collateral.

     5.2 Lien Free. Borrower shall keep the Collateral free of all liens and interests, except Permitted Liens. However except as expressly agreed in writing Lender’s lien shall be senior to all Permitted Liens.

     5.3 LLC Interest. Borrower will not do any of the following without the prior written consent of Lender: (i) withdraw capital or borrow from the Company or receive any Distributions except as expressly permitted under the “Distributions” Section above or in Exhibit A; (ii) vote or agree to dissolve the Company; (iii) vote or agree to make any material amendments to the LLC Agreement; (iv) waive, or suspend any right to collect, any Distributions or take any action which would adversely affect Borrower’s right to any Distributions or

7

Borrower’s right to collect any Distributions; or (v) waive any material default under or breach of the LLC Agreement. Borrower will: (i) perform and observe all provisions of the LLC Agreement applicable to Borrower; (ii) maintain and enforce the LLC Agreement; and (iii) satisfy all Capital Calls now or hereafter received by Borrower.

     5.4 Records. As regards any Collateral, Borrower shall: (i) maintain a standard and modern system of accounting in accordance with generally accepted accounting principles, or such other accounting principles as agreed to by Lender, consistently applied; and (ii) not modify or change Borrower’s method of accounting except to the extent required by any applicable new statute or regulation. Borrower’s Books shall be accurate and complete. On Lender’s request, Borrower shall deliver to Lender copies of Borrower’s Books.

     5.5 Inspection. Borrower shall permit Lender and any of Lender’s representatives, on demand, during business hours, to have access to and to examine and copy Borrower’s Books pertaining to the Collateral. Borrower shall deliver to Lender such reports and information concerning the Collateral as Lender may reasonably request.

     5.6 Taxes. Borrower shall pay all taxes relating to the Collateral when due.

     5.7 Compliance with Applicable Laws. Borrower shall comply with and keep in effect all Governmental Permits relating to it and the Collateral. Borrower shall comply with and shall cause the Collateral to comply with: (i) all Governmental Requirements; (ii) all requirements and orders of all judicial authorities which have jurisdiction over it or the Collateral; and (iii) all covenants, conditions, restrictions and other documents relating to Borrower or the Collateral.

     5.8 Notifications. Borrower shall promptly notify Lender of any material decline in value of, or loss of, or diminution in value of, any Collateral.

     5.9 Expenses. Borrower agrees to reimburse Lender for any and all Lender Expenses, and hereby authorizes and approves all advances and payments by Lender for items constituting Lender Expenses.

     5.10 Existence. If Borrower is an entity: (i) Borrower will maintain its existence in good standing under the law of the state of its organization; (ii) will maintain its qualification as a foreign entity in each jurisdiction in which the nature of its business requires such qualification; and (iii) will not merge with any other entity without the consent of Lender except for acquisitions or mergers which result in Borrower retaining 51% or more of the equity interest of the resulting entity and control of the management of such entity.

     5.11 Further Assurances. Upon Lender’s request, Borrower, at Borrower’s expense, shall: (i) execute and deliver such further documents and notices satisfactory to Lender; (ii) take any action requested by Lender to carry out the intent of this Agreement and the other Loan Documents; and (iii) provide such reports and information available to Borrower concerning the business, financial condition and business of Borrower.

8

ARTICLE VI
EVENTS OF DEFAULT

     The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Agreement, at the option of Lender:

     6.1 Breach. There is a breach of any provision of this Agreement or discovery that any material representations or warranty provided to Lender by, or on behalf of Borrower, was materially inaccurate at the time given.

     6.2 Lien Priority. Lender shall cease to have a valid and perfected first priority lien on any of the Collateral subject only to such Permitted Liens, except for any lien that the Lender has agreed in writing will be senior to Lender’s lien.

     6.3 Material Impairment. There is a material impairment of the value of the Collateral.

     6.4 LLC Interest. Borrower breaches any material provision of the LLC Agreement or fails to make any Capital Contributions; or the LLC Interest is terminated or action is commenced to terminate the LLC Interest.

     6.5 Seizure of Collateral. Any portion of the Collateral is subject to attachment, seizure or is otherwise levied upon or comes into possession of any Judicial Officer or Assignee.

     6.6 Insolvency or Attachment. If Borrower: (i) fails to pay its debts as they become due; (ii) commences dissolution or termination of its business; (iii) is the subject of any voluntary or involuntary Insolvency Proceeding; (iv) is the subject of any involuntary lien; or (v) is the subject of any receivership or similar proceeding.

     6.7 Event of Default Under Loan Documents. There is an Event of Default under any of the other Loan Documents.

ARTICLE VII
LENDER’S RIGHTS AND REMEDIES; WAIVER

     7.1 Remedies. Subject to the limitations of certain rights of Lender to foreclose on the Account only upon the occurrence of a Monetary Event of Default as provided in Exhibit A, if an Event of Default occurs and is not cured by Borrower or waived by Lender, Lender shall have all rights and remedies of a secured party under the Commercial Code and as otherwise provided at law or in equity. Lender shall provide such notices as are required under the Commercial Code. Lender may dispose of any item of Collateral in a manner permitted by the Commercial Code. All proceeds from the Collateral shall be applied or disbursed as permitted under the Commercial Code.

     7.2 Rights to Payment. Without limiting the foregoing, but subject to the limitations of certain rights of Lender to foreclose on the Account only upon the occurrence of a Monetary

9

Event of Default as provided in Exhibit A upon the occurrence of an Event of Default, Lender may: (i) make demand and collect all amounts owed to Borrower in connection with the LLC Interest, the LLC Agreement, or any Capital Account; (ii) as regards the foregoing amounts, settle or adjust disputes and claims directly with the Borrowers and compromise any obligations on terms and in any order which the Lender considers advisable.

     7.3 Waivers. Borrower waives: (i) all rights, remedies and benefits under California Civil Code Sections 1479 and 2822(a); and (ii) all rights to require marshalling of assets or liens or all rights to require Lender to exercise any other right or power or to pursue any other remedy which Lender may have.

     7.4 Judicial Action. If Lender, at its option, seeks to take possession of any or all of the Collateral by court process, Borrower irrevocably and unconditionally agrees that a receiver may be appointed by a court for such purpose without regard to the adequacy of the security for the Secured Obligations and such receiver may, at Lender’s option, collect or dispose of all or part of the Collateral.

     7.5 Liability for Deficiency. If Borrower has executed a Guaranty, Borrower shall remain liable for any deficiency remaining on the Secured Obligations after disposition of all or any of the Collateral and Lender’s application of the proceeds thereof to the Secured Obligations.

     7.6 Actions. Borrower authorizes Lender, without notice or demand and without affecting its liability hereunder, and without consent of Borrower, to: (i) take and hold additional security for the payment of the Secured Obligations with the consent of the party providing such security; and (ii) accept additional co-guarantors for the payment of the Secured Obligations.

     7.7 Power of Attorney. Borrower irrevocably appoints Lender, with full power of substitution, as its attorney-in-fact, coupled with an interest, with full power, in Lender’s own name or in the name of Borrower: (i) at any time to sign, record and file all documents referred to in this Agreement; and (ii) after an Event of Default: (a) to endorse any checks, notes and other instruments or documents evidencing the Collateral, or proceeds thereof; (b) to discharge claims, demands, liens, or taxes affecting any of the Collateral; (c) to settle, and give releases of, any insurance claim that relates to any of the Collateral, obtain payment of claim, and make all determinations with respect to any such policy of insurance, and endorse Borrower’s name on any proceeds of such policies of insurance; or (d) to instruct any Person having control of any books or records relating to the Collateral to give Lender full rights of access thereto. Lender shall have the right to exercise the power of attorney granted in this Section directly or to delegate all or part of such power. Lender shall not be obligated to act on behalf of Borrower as attorney-in-fact.

ARTICLE VIII
WAIVERS

     8.1 Waivers. (i) Borrower waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of default or demand,

10

notices of acceptance of and reliance on this Agreement and notices of the creation, or incurring of new or additional indebtedness, notices of renewal, extension or modification of the indebtedness, notices of any information about Borrower at any time learned by Lender and all other notices to which Borrower might otherwise be entitled; (ii) Borrower waives any right to require Lender to: (a) proceed against Borrower; (b) proceed against or exhaust any security held from any Person or marshalling of assets or liens; (c) proceed against any other Guarantor; or (d) pursue any other remedy available to Lender; (iii) Borrower waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower; (iv) Borrower waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof; (v) Borrower waives all rights and defenses arising from Lender’s election of remedies. Borrower acknowledges that the waivers provided herein are made with Borrower’s full knowledge of the significance of such waivers, and that Lender is relying on such waivers.

ARTICLE IX
MISCELLANEOUS

     9.1 Notices. Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit A) by any of the following means: (i) personal service; (ii) electronic communication, whether by telex, telegram or telecopying or other form of electronic communication; (iii) overnight courier; or (iv) registered or certified, first class U.S. mail, return receipt requested, or to such other addresses as Lender or Borrower may specify from time to time in writing.

     (a) Any notice, demand or request sent pursuant to either subsection (i) or (ii), above, shall be deemed received upon such personal service or upon dispatch by electronic means.

     (b) Any notice, demand or request sent pursuant to subsection (iii), above, shall be deemed received on the Business Day immediately following deposit with the overnight courier, and, if sent pursuant to subsection (iv), above, shall be deemed received forty-eight (48) hours following deposit into the U.S. mail.

     9.2 Choice of Law. This Agreement shall be determined under, governed by and construed in accordance with California law. The parties agree that all actions or proceedings arising in connection with this Agreement shall be litigated only in the state courts located in the County of San Francisco, State of California, or the federal courts located in the Northern District of California. Borrower waives any right Borrower may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consents to any court-ordered relief.

     9.3 Successors and Assigns; Assignment. This Agreement shall be binding and deemed effective when executed by Borrower and accepted and executed by Lender. This Agreement shall be binding on Lender’s and Borrower’s successors and assigns. Borrower agrees that it may not assign this Agreement without Lender’s prior written consent. Lender may assign, in whole or in part, all of its right, title and interest in and to this Agreement at any time without the consent of Borrower. In connection with any assignment, Lender may disclose all

11

documents and information that Lender has or may hereafter have relating to Borrower. No consent to an assignment by Lender shall release Borrower or any Guarantor from their obligations to Lender.

     9.4 Severability; Waivers. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any provision. No waiver by the Lender of any of its rights or remedies in connection with this Agreement shall be effective unless such waiver is in writing and Signed by the Lender. No act or omission by Lender to exercise a right as to any event shall be construed as continuing, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

     9.5 Attorneys’ Fees. On demand Borrower shall reimburse Lender for all costs and expenses, including, without limitation, reasonable attorneys’ fees, costs and disbursements (and fees and disbursements of Lender’s in-house counsel) (collectively “Attorneys’ Fees”) expended or incurred by Lender in any way in connection with the amendment and/or enforcement of this Agreement and Lender’s rights hereunder and to the Collateral whether or not suit is brought. Attorneys’ Fees shall include, without limitation, attorneys’ fees and costs incurred in any State, Federal or Bankruptcy Court, and in any Insolvency Proceeding of any kind in any way related to this Agreement, the Note, or any item of Collateral and/or Lender’s lien thereon.

     9.6 Headings. Article and section headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

     9.7 Integration; Amendment. No modification or amendment to this Agreement, or novation of the obligations under this Agreement, shall be effective unless in writing, executed by Lender and the other relevant parties. Except for currently existing obligations of Borrower to Lender, all prior agreements, understandings, representations, warranties, and negotiations between the parties, whether oral or written, if any, which relate to the substance of this Agreement, are merged into this Agreement. Borrower hereby waives the right to assert any agreement, promise, fact or any parol (oral) evidence which is contrary to the terms or representations specified in this Agreement.

     9.8 Joint and Several Liability. Should more than one Person sign this Agreement as Borrower, the obligations of each Signatory shall be joint and several.

     9.9 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. A signed copy of this Agreement transmitted by a party to another party via facsimile or an emailed “pdf’ version shall be binding on the signatory thereto.

     9.10 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND BORROWER HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LITIGATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR

12

ARISING OUT OF THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE SECURED OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO THE APPLICATION OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND BORROWER.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW]

13

     This Agreement is executed as of the date stated at the top of the first page.

BORROWER: GREENHILL & CO., INC., a Delaware corporation
By:
	Name:
	Title:

Accepted:

LENDER:

FIRST REPUBLIC BANK, a Division
of Bank of America, N.A.

By:
	Name:
	Title:

14

EXHIBIT A
TO
SECURITY AGREEMENT

LLC Distributions

This Exhibit A is an integral part of the Agreement between Lender and Borrower, and the following terms are incorporated in and made a part of the Agreement to which this Exhibit A is attached:

1. Borrower: Borrower represents that his/her/its name, address and state of incorporation or formation (if Borrower is a registered entity) is as follows:

1.1	Name: Greenhill & Co., Inc.
1.2	Trade Names or DBAs (if any): N/A
1.3	Type of Entity and State of Formation or Incorporation: Corporation, Delaware
1.4	Address for Notices: 300 Park Avenue, New York, New York 10022
1.5	Tax Identification Number or Social Security Number: 51-05000737

2.     Lender’s Notice Address: FIRST REPUBLIC BANK
111 Pine Street
San Francisco, CA 94111
Attn: Commercial Loan Operations

3. Disposition of Distributions:

3.1	Liquidation Distributions. Whether or not a Monetary Event of Default has occurred, all Liquidation Distributions whether held in the Account or not, will be applied to the Secured Obligations.
3.2	Interim Distributions. Absent a Monetary Event of Default which is continuing, all Interim Distributions may be released from the Account to Borrower or disbursed by Borrower to pay tax obligations of Greenhill Capital Partners, LLC; Greenhill Capital Partners II, LLC and of Greenhill & Co. LLC; and for other general corporate purposes.
3.3	Monetary Event of Default. If a Monetary Event of Default has occurred and is continuing, all Distributions will be paid to Lender and whether held in the Account or not, all Distributions and their proceeds will be applied to the Secured Obligations.

Exhibit A

3.4 Monetary Event of Default. The term “Monetary Event of Default” shall mean any failure to make a timely monetary payment to, or at the request of Lender, provided for under the Loan Agreement or the Note or any Loan Document (whether or not notice of such missed payment is required under the Loan Agreement).

4. Additional Covenants: N/A

Exhibit A

EXHIBIT B
TO
SECURITY AGREEMENT

LLC Distributions
DESCRIPTION OF COLLATERAL

The Collateral (“Collateral”) consists of all of the right, title and interest of Borrower in and to the following assets whether currently existing or hereafter arising:

(a) all Capital Accounts which are held for, or in the name of, Borrower by or with the Company;

(b) all Distributions and other rights to payment arising from or on account of the LLC Interest;

(c) all Accounts, General Intangibles, Instruments, and Chattel Paper related to or arising in connection with any of the foregoing assets;

(d) all proceeds of any of the foregoing, including without limitation, all Accounts, Deposit Accounts, including, with out limitation, the Deposit Account specified below (“Deposit Account”), Chattel Paper, Instruments and General Intangibles arising from or on account of any of the foregoing and any deposit accounts which contain the proceeds of any of the foregoing; and

(e) all Borrower’s books and records, which relate to any of the foregoing.

Certain Definitions:

“Borrower” — means Greenhill & Co., Inc, a Delaware corporation.

“Capital Account” — means any account or credit maintained or owed directly or indirectly by the Company to or for Borrower or in Borrower’s name: (i) on account of capital contributions of Borrower to or for the Company; and/or (ii) which represents Borrower’s equity interest in the Company, and/or (iii) which represents the value of Borrower’s LLC Interest.

“Company” — means Greenhill & Co. LLC, a Delaware limited liability company.

“Deposit Account” — means Account No. ___maintained by Secured Party in the name of Borrower.

“Distributions” — mean all amounts and rights to payment, payments and distributions owed to, paid to, or held for, or available to Borrower or in Borrower’s name (in whichever form they exist, whether as Instruments, Chattel Paper, Accounts, General Intangibles, Financial Assets or otherwise) arising from, or on account of: (i) the LLC Interest, and (ii) all Capital Accounts, including, without limitation, all Interim Distributions and all Liquidation Distributions.

Exhibit B

“Interim Distribution” — means any Distributions made in the ordinary course of business of the subject entity and not in connection with a Liquidation Distribution.

“Liquidation Distribution” — means all Distributions that are liquidating dividends or final return on capital to Borrower or repayment of equity in connection with the liquidation, dissolution or termination of the Company.

“LLC Agreement” — means the following agreement(s) Amended and Restated Operating Agreement of Greenhill & Co, LLC dated May 3, 2004, and all amendments thereto.

“LLC Interest” — means the membership interest of Borrower in the Company as provided in the LLC Agreement.

Unless otherwise defined herein, the terms used herein shall have the meaning provided in the Uniform Commercial Code, as now enacted or hereafter amended, applicable in the State of California.

Exhibit B

EX-31.1

EXHIBIT 31.1

          I, Scott L. Bok, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Greenhill & Co., Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2010

/s/ SCOTT L. BOK                    
Scott L. Bok
Chief Executive Officer

EX-31.2

EXHIBIT 31.2

          I, Richard J. Lieb, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Greenhill & Co., Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2010

/s/ RICHARD J. LIEB                    
Richard J. Lieb
Chief Financial Officer

EX-32.1

EXHIBIT 32.1

May 3, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

     I, Scott L. Bok, Chief Executive Officer of Greenhill & Co., Inc. (the “Company”), certify that, to the best of my knowledge:

(1)	The report of the Company on Form 10-Q for the quarterly period ending March 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

/s/ SCOTT L. BOK                    
Scott L. Bok
Chief Executive Officer

     A signed original of this written statement required by Section 906 has been provided to Greenhill & Co., Inc. and will be retained by Greenhill & Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

May 3, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

     I, Richard J. Lieb, Chief Financial Officer and Managing Director of Greenhill & Co., Inc. (the “Company”), certify that, to the best of my knowledge:

(1)	The report of the Company on Form 10-Q for the quarterly period ending March 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

/s/ RICHARD J. LIEB                    
Richard J. Lieb
Chief Financial Officer

     A signed original of this written statement required by Section 906 has been provided to Greenhill & Co., Inc. and will be retained by Greenhill & Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.