Exhibit
10.34

FORM OF FIRST MODIFICATION AGREEMENT

(New Terms)

This First
Modification Agreement (the ‘‘Agreement’’),
dated as of                              for
reference purposes only, is made by and between Greenhill & Co.,
Inc., a Delaware corporation
(‘‘Borrower’’), and First Republic Bank
(the ‘‘Lender’’), with reference to the
following facts:

A.    The Lender has previously made
a loan in the original principal amount of Twenty Million and 00/100
Dollars ($20,000,000.00) (the ‘‘Loan’’) to
Borrower.

B.    The Loan arises out of that certain
Loan Agreement dated January 31, 2006 (the ‘‘Loan
Agreement’’) executed by Borrower and the Lender. All terms
with an initial capital letter that are used but not defined in this
Agreement shall have the respective meanings given to such terms in the
Loan Agreement. The Loan is evidenced by Borrower’s promissory
note dated January 31, 2006 (the
‘‘Note’’).

C.    Borrower has
requested that the Lender modify certain of the Loan Documents on the
terms and conditions of this Agreement, and the Lender is willing to do
so.

THEREFORE, for valuable consideration, the Lender and
Borrower agree as follows:


1.    Modification of Loan
Documents.



1.1    Principal Amount of the
Loan. Effective with this Agreement, the original principal
amount of the Loan is hereby increased by Ten Million and 00/100
Dollars ($10,000,000.00) from the original amount of Twenty
Million and 00/100 Dollars ($20,000,000.00) to Thirty Million
and 00/100 Dollars ($30,000,000.00).



1.2    Interest Rate.
From the Existing Maturity Date until the New Maturity Date, interest
on the unpaid principal balance of the Note shall accrue at the
following interest rate or interest rates, subject to the terms of the
Loan Documents: No change.



1.3    Payment of Principal and
Interest. From and after the Existing Maturity Date to the New
Maturity Date, principal and interest shall be payable as follows:
No change.



1.4    Payment on Maturity
Date. The entire unpaid principal balance of the Note and all
accrued and unpaid interest thereon shall be due and payable on
August 1, 2007.



1.5    Other
Modifications. The Loan Documents are further modified in the
following respects:


(a) The amount
on Section 2.1 (a) of the Loan Agreement is hereby increased from
‘‘Twenty Million and 00/100 Dollars
($20,000,000.00)’’ to ‘‘Thirty Million and
00/100 Dollars ($30,000,000.00)’’.



(b) The Borrower shall pay to the
Lender, upon execution of this Agreement, a commitment fee of
                             and a documentation
fee of                              totaled
                             , which fees shall
be debited from Borrower’s account number
                             held with
Lender.



1.6    Late
Charges/After Default Interest Rate. The late charges provided
for in the Note shall continue to apply to all installment payments
under Section 1.3 above, and the after default interest rate set forth
in the Note shall continue to apply after the occurrence of an Event of
Default.


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


2.1    Authority.
Borrower has the full power and authority to enter into and perform all
of its obligations under this Agreement, and this Agreement, when
executed by the Persons signing this Agreement on behalf of Borrower,
shall constitute a legal, valid and binding obligation of Borrower
enforceable in accordance with its terms. The Persons executing this
Agreement on behalf of Borrower have been duly authorized to execute
this Agreement by all requisite action on the part of
Borrower.

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2.2    Financial
Statements. All statements respecting the financial condition
of Borrower, any Guarantors, and any other Persons which have been
furnished to the Lender (a) are accurate and complete in all respects
as of the dates appearing thereon; (b) present fairly the financial
condition and results of operations of the Person to whom the statement
applies as of the date and for the period shown on such statement; and
(c) disclose all suits, actions, proceedings and contingent liabilities
affecting the Person to whom the financial statement applies.


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


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


4.    No Waiver. No waiver by the 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 the Lender. The
Lender’s rights and remedies under this Agreement are cumulative
with an in addition to any and all other legal and equitable rights and
remedies which the Lender may have in connection with the Loan.


5.    Entire Agreement. This Agreement and the
other Loan Documents contain the entire agreement and understanding
among the parties concerning the matters covered by this 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 the Lender or Borrower concerning the matters covered by this
Agreement and the other Loan Documents.


6.    Modifications. This Agreement may be
modified only by a written agreement signed by Borrower and the
Lender.


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


8.    Attorneys’ Fees. Borrower shall pay
all costs and expenses, including attorneys’ fees and costs,
incurred by the Lender in enforcing any of the terms of this Agreement
or the other Loan Documents, whether or not any legal proceedings are
instituted by the Lender. Without limiting the generality of the
immediately preceding sentence, upon the Lender’s demand,
Borrower shall reimburse the Lender for all costs and expenses,
including attorneys’ fees and costs, which are incurred by the
Lender in connection with any action by the Lender for relief from the
automatic stay arising under Bankruptcy Code Section 362(a), 11 U.S.C.
§362(a).


9.    Indemnification. Borrower
shall Indemnify and hold the 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 any
commission or brokerage fee or charge claimed to be due or owing to any
person or entity in connection with the transactions contemplated by
this Agreement as a result of any act or agreement made by the
Borrower.


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


11.    NO CLAIMS. BORROWER
ACKNOWLEDGES AND AGGREES THAT (A) IT HAS NO OFFFSETS 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 THE
LENDER IN CONNECTION WITH THE LOAN OR THE COLLATERAL.

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12.    Fees. Upon the
Lender’s request, Borrower shall pay to the Lender all costs,
charges, and expenses paid or incurred by the Lender in connection with
the preparation of this Agreement and the transactions contemplated
hereby, including (a) reasonable attorney’s fees and costs,
filing fees, recording charges, and document preparation fees; and (b)
if the Loan is secured by any real property, title insurance costs and
charges (including the cost of all title insurance endorsements which
the Lender determines to be necessary to insure the continuing priority
of any deed or trust or other real property security instrument
securing the Loan following the execution of this Agreement, and the
issuance of such endorsements shall constitute a condition to the
effectiveness of this Agreement).


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


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


15.    Counterparts; Successors. This Agreement
may be executed in counterparts, each of which shall constitute on
original, and all of which together shall constitute one and the same
agreement. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective permitted successors and
assigns.


16.    REVIEW BY BORROWER WITH INDEPENDENT
COUNSEL. BORROWER ACKNOWLEDGES AND AGREES THAT (A) IT HAS
CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
THE DOCUMENTS CONTEMPLATED BY THIS AGREEMENT AND UNDERSTANDS SUCH TERMS
AND CONDITIONS; AND (B) IT HAS ENTERED INTO THIS 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.


BORROWER:


Greenhill & Co., Inc.,
 A Delaware corporation

By:                                                 

Harold J. Rodriguez, Jr.
Treasurer


LENDER:


First Republic Bank

By:                                                     


Title:                                                 


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