Exhibit
10.31


LOAN AGREEMENT

 Revolving Line of
Credit

This LOAN AGREEMENT dated January
31,  2006, for reference purposes only, is executed by and
between First Republic Bank (‘‘Lender’’)
and Greenhill & Co. Inc., a Delaware corporation
(‘‘Borrower’’). The exhibits attached hereto
(‘‘Exhibits’’) are incorporated herein by this
reference, and this agreement and the Exhibits are referred to herein
as the ‘‘Agreement.’’

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


Article
1



DEFINITIONS


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

			
		1.1 	Agreement— means this
Agreement and any extensions, supplements, amendments or modifications
to this Agreement.


			
		1.2 	Lender— means and refers to
First Republic Bank, a Nevada banking corporation.


			
		1.3 	Lender Expenses— means all costs and expenses incurred by Lender in
connection with: (i) this Agreement or other Loan Documents; (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) if
applicable, 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.


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


			
		1.5 	Borrower
Resolution— means, if Borrower is an entity, the
resolution, consent or other written authorization executed by
Borrower’s governing board, partner(s), member(s), manager(s) or
officer(s), as the case may be, authorizing Borrower to execute and
deliver this Agreement and the other Loan Documents and to enter into
the transactions contemplated hereby and thereby, in form and content
acceptable to Lender.


			
		1.6 	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 Obligations, and
all information relating thereto; records indicating, summarizing or
evidencing Borrower's business operations or financial condition;
and all computer programs, disc or tape files, printouts, runs, and
other computer prepared information and the equipment containing such
information.


			
		1.7 	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.


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


			
		1.9 	Designated Representative— is
the person(s) identified in the Borrower Resolution or as otherwise
agreed by Borrower in writing.


			
		1.10 	Disbursement Date— means the
first date on which proceeds of any Advance are disbursed by Lender to
Borrower.


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


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		1.12 	Governmental Authorities—
means: (i) the United States; (ii) the state, county, city or other
political subdivision; (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’s
assets or any Guarantor. The term ‘‘Governmental
Authority’’ means any one of the Governmental
Authorities.


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


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


			
		1.15 	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.


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


			
		1.17 	Insolvency
Proceeding— means any proceeding commenced by or
against any Person, 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.


			
		1.18 	Liquid Assets— means the following assets of the Borrower: (i) 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).


			
		1.19 	Loan— means the Line of
Credit and all Advances made by Lender thereunder.


			
		1.20 	Loan Documents— means this Agreement and all other documents now or
hereafter executed by Borrower, Guarantor or any other Person and
delivered to Lender at Lender's request in connection with the
transactions contemplated in this Agreement, and all extensions,
renewals, modifications and replacements of any or all of such
documents.


			
		1.21 	Note— means: (i) the
promissory note or notes executed in connection herewith and all
extensions, renewals, modifications and replacements thereof; and (ii)
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
replacements thereof.


			
		1.22 	Obligations— means all debts,
obligations and liabilities of Borrower to Lender under or in
connection with this Agreement, the Note, and any of the other Loan
Documents, regardless whether such Obligations are currently existing
or hereafter created or arising, whether liquidated or unliquidated,
including Attorneys' Fees. Notwithstanding anything to the
contrary contained in the Loan Documents, the term
‘‘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.


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		1.23 	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.


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



Article 2



Loan Amount and
Terms


			
		2.1 	Line of
Credit Loan.


			
		(a) 	Subject to and upon the
terms and conditions of this Agreement and so long as no Event of
Default has occurred, up to the Advance Expiration Date (defined
below), Lender will make a revolving line of credit loan
(‘‘Line of Credit’’) to Borrower. The Line of
Credit shall not exceed Twenty Million and 00/100 Dollars
($20,000,000.00) (the ‘‘Maximum Loan
Amount’’).


			
		(b) 	Subject to the terms and
conditions of this Agreement, principal may be advanced, repaid, and
re-advanced from time-to-time until August  1,  2007
(the ‘‘Advance Expiration Date’’), which date
may be extended by a written agreement of Lender and Borrower. All
amounts outstanding under the Line of Credit shall be due and payable
on August  1,  2007 (the ‘‘Maturity
Date’’).


			
		(c) 	Borrower may obtain advances
of principal under the Line of Credit
(‘‘Advances’’) from time to time upon the oral
or written request to Lender of Borrower or a Designated Representative
of Borrower. Any request for an Advance shall be made at least one (1)
Business Day prior to the requested date for such Advance, specifying
the amount of the requested Advance. Lender shall render monthly
statements of amounts owing by Borrower under this Agreement, including
statements of all principal, interest, fees and Lender Expenses owing,
and such statement shall be presumed to be correct and accurate and
constitute an account stated between Borrower and Lender unless, within
thirty (30) days after receipt thereof by Borrower, Borrower shall
deliver to Lender, by registered or certified mail, at Lender's
place of business indicated in Exhibit A, written
objection thereto specifying the alleged error or errors contained in
such statement.


			
		(d) 	Borrower
hereby expressly authorizes Lender to rely on any request for an
Advance made by any Designated Representative so long as the proceeds
of the Advance are deposited by Lender into Borrower’s Account
identified on Exhibit A. Borrower agrees that it,
solely, shall bear the risk that any such Advance was not so
authorized. All Advances shall be conclusively presumed to have been
made for the benefit of Borrower when said Advances are deposited into
Borrower’s Account.


			
		(e) 	The terms of the Line of
Credit shall be reflected in and incorporated into a separate
promissory note, which shall be subject to the terms of this Agreement.
Interest on the Advances shall accrue as specified in the Note.
Borrower hereby agrees to make payment on the Advances (principal and
interest) as specified in the Note.


			
		2.2 	Fees and Expenses.    Borrower shall pay to Lender a loan fee and other fees, if
any, in the amount shown on Exhibit A. In addition,
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.


			
		2.3 	Application of
Payments.    Upon the occurrence of an Event of Default,
Lender, at its option, shall have the right to apply all payments made
under this Agreement or other Loan Documents to principal, interest and
other Lender Expenses in such order and amounts as Lender may determine
in its sole discretion.


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Article 3

Representations and
Warranties

Until Lender is repaid in full, Borrower makes the
following representations and warranties:

			
		3.1 	Status.    If Borrower is an
entity, Borrower is duly organized, validly existing and in good
standing under the laws of the state in which it is organized, and 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.


			
		3.2 	Authority.    This Agreement and
each of the other Loan Documents have been duly authorized and, upon
execution and delivery, will constitute legal, valid and binding
agreements and obligations of Borrower or any Person executing the
same, enforceable in accordance with their respective terms.


			
		3.3 	Borrower.   In Exhibit
A:    (i) the full and correct name and address; (ii) state
of incorporation or formation; and (iii) all trade names for Borrower,
are complete and accurate.


			
		3.4 	No Conflicts.    The execution,
delivery and performance by Borrower, any Guarantor or any Person of
this Agreement and the other Loan Documents shall not: (i) violate any
Governmental Requirements applicable to such Person; (ii) constitute a
breach of any provision contained in the organizational papers of such
Person; or (iii) constitute an event of default under any agreement to
which such Person is now a party or by which such Person may be
bound.


			
		3.5 	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 Borrower's and any Guarantor’s
financial condition and is a true statement of Borrower's and any
Guarantor’s financial condition and reflects any and all
material contingent liabilities.


			
		3.6 	Lawsuits.     There is no
material lawsuit, tax claim or adjustment, or other dispute, pending or
threatened against Borrower, its property or any of its businesses.


			
		3.7 	Compliance and
Taxes.    Borrower is in compliance with all Governmental
Requirements and has satisfied, prior to delinquency, all taxes due or
payable by Borrower.


			
		3.8 	Permits, Franchises.    Borrower
possesses, and will maintain, all Governmental Permits, memberships,
franchises, contracts and licenses required and all trademark rights,
trade names, trade name rights, patents, patent rights and fictitious
name rights necessary to enable Borrower to conduct the business in
which Borrower is now engaged without conflict with the rights of
others.


			
		3.9 	Transaction.    The Loan is not
being incurred primarily for personal, family or household purposes.
Borrower is not engaged in the business of extending credit for the
purpose of purchasing or carrying any ‘‘margin
stock’’ (as defined in Regulation G, T, U or X of the Board
of Governors of the Federal Reserve System), and no part of the
proceeds of the Loan shall be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock, unless such use is approved in writing by
Lender or otherwise expressly contemplated by the Loan Documents.
Borrower does not intend to treat the Loan and related transactions as
being a ‘‘reportable transaction’’ (within the
meaning of Treasury Regulation Section 1.6011-4).


			
		3.10 	OFAC; Patriot Act
Compliance.


			
		a. 	Borrower is not a Person (i) whose property or
interest in property is blocked or subject to blocking pursuant to
Section 1 of Executive Order 13224 of 


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September  23,  2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) who
engages in any dealings or transactions prohibited by Section 2 of such
executive order, or is otherwise associated with any such Person in any
manner violative of such Section 2, or (iii) who is on the list of
Specially Designated Nationals and Blocked Persons or subject to the
limitations or prohibitions under any other U.S. Department of
Treasury’s Office of Foreign Assets Control regulation or
executive order (‘‘OFAC’’).


			
		b. 	Borrower is
in compliance with the Patriot Act. No proceeds of the Loan will be
used, directly or indirectly, for payments to any governmental official
or employee, political party or its officials, candidate for political
office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977,
as amended.


			
		3.11 	No
Defaults.    There is no default by Borrower on any
obligation for borrowed money, any purchase money obligation or any
other material lease, commitment, contract, instrument or obligation to
which it is a party.


			
		3.12 	Investment Company
Compliance.    Borrower shall not become an
‘‘investment company’’ or a company controlled
by an ‘‘investment company,’’ under the
Investment Company Act of 1940 or undertake as one of its important
activities extending credit to purchase or carry margin stock, or use
the proceeds of the Loan for that purpose; fail to meet the minimum
funding requirements of ERISA, permit a Reportable Event or Prohibited
Transaction (as defined in ERISA) to occur, fail to comply with the
Federal Fair Labor Standards Act or violate any other law or
regulation, if the violation could reasonably be expected to cause a
material adverse change in Borrower’s financial condition.


			
		3.13 	Continuing and
Cumulative Warranties.    The warranties and
representations set forth in this Section and in any other Loan
Document shall be true and correct in all material respects at the time
of execution of this Agreement or other Loan Document and shall
constitute continuing representations and warranties as long as any of
the 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, or cause to
be given, to Lender, now or hereafter.



Article 4



Covenants


Borrower agrees, until Lender is
repaid in full or the Loan Documents are terminated, whichever occurs
first:

			
		4.1 	Accounting
Methods; Books and Records.    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 during the term of the Loan;
(ii) not modify or change its method of accounting; and (iii) permit
Lender and any of Lender's representatives, on demand, during
usual business hours, to have access to and examine Borrower’s
Books. Borrower irrevocably authorizes all accountants and auditors
employed by it to respond to and answer all requests from Lender for
financial and other information.


			
		4.2 	Existence.    If Borrower is an
entity, Borrower shall maintain its existence in good standing under
the laws of the state of its organization and maintain its
qualification as a foreign entity in each jurisdiction in which the
nature of its business requires such qualification.


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		4.3 	Use of Proceeds.    Borrower
shall use the Loan proceeds only to (a) fund capital calls for
Greenhill Capital Partners I and II; (b) tenant improvements for a new
floor at the existing New York location; (c) share repurchases; and (d)
other working capital and general corporate purposes.


			
		4.4 	Change.    Borrower shall not:
(i) without thirty (30) days’ prior written consent of Lender,
change its name, business structure, identity or state of formation or
dissolve, suspend business, liquidate, or merge with any other entity;
(ii) without at least thirty (30) days' prior written notice to
Lender, change the location of its business; (iii) transfer or sell any
of its assets other than in the ordinary course of business; or (iv)
purchase or lease all or the greater part of the assets or business of
another if in excess of $5,000,000.00.


			
		4.5 	Reliance by Lender.    Lender may
conclusively presume that all oral or written requests, statements,
information, certifications, and representations submitted or made by
Borrower to Lender in connection with the Loan are true and correct,
and Lender shall be entitled to rely thereon, without investigation or
inquiry of any kind, in disbursing Loan proceeds and taking or
refraining from taking any other action in connection with the
Loan.


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


			
		4.7 	Financial
Information.    Borrower shall deliver or cause to be
delivered to Lender within ten (10) days of a request from Lender,
updated financial information. Borrower shall be at all times in
compliance with all financial requirements of Lender and shall
immediately notify Lender of any adverse change in the financial
condition of Borrower. Borrower acknowledges that Lender will review
its credit annually and authorizes Lender to make whatever inquiries it
deems necessary and appropriate, including for the purposes of
verifying or checking on any information given and evaluating
Borrower’s credit and re-verifying its credit from time to time,
including obtaining credit bureau reports.


			
		4.8 	Insurance.    Borrower shall
maintain insurance against such casualties, risks and liabilities, in
such forms and for such amounts as are required by Lender. The form and
substance of all such insurance policies
(‘‘Policy’’) shall be reasonably acceptable to
Lender and maintained with insurers reasonably acceptable to Lender.
Upon Lender's request, Borrower shall provide Lender with evidence
satisfactory to Lender regarding the maintenance of the insurance
required by this Section. If Borrower fails to provide or pay for any
such Policy, Lender, at its option and in its discretion, shall have
the right, but not the obligation, to obtain the same at
Borrower's expense.


			
		4.9 	Maintenance of
Properties.    Borrower shall: (i) maintain its properties
in good condition and repair, normal depreciation excepted; and (ii)
not use or permit the use of any of its properties or assets for any
unlawful purpose or in any negligent manner or outside the ordinary
course of business.


			
		4.10 	Liens.    Borrower shall keep all
of its assets free of all liens, except Permitted Liens


			
		4.11 	Solvency.    Borrower shall
remain solvent at all times during the term of this Agreement such that
the total value of its assets will exceed its liabilities (contingent
and non-contingent) and will be able to pay its debts as they come
due.


			
		4.12 	Taxes.    Borrower shall pay when
due all taxes.


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		4.13 	Pension Plans.    Borrower shall
pay all amounts necessary to fund all of its employee benefit plans in
accordance with their terms, and shall not permit the occurrence of any
event with respect to any such plan which would result in its
liability, including any liability to the Pension Benefit Guaranty
Corporation or any other Governmental Authority.


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


			
		4.15 	Notifications.    Borrower shall
promptly notify Lender of: (i) any material adverse change in its
financial condition and of any condition or event which constitutes a
breach of or Event of Default under this Agreement; and (ii) any
material pending, threatened or imminent litigation, governmental
investigations or claims, complaints, actions or prosecutions involving
Borrower.



Article 5



Event of
Default


The occurrence of any of the following shall
constitute an ‘‘Event of Default’’ under this
Agreement, at the option of Lender:

			
		5.1 	Failure to Pay.    If Borrower
fails to make a payment under this Agreement or any Note when due.


			
		5.2 	Failure to
Perform.    If Borrower or other Person fails to perform
any obligation or covenant or comply with any requirement under this
Agreement or other Loan Document beyond any applicable cure period or
the occurrence of an Event of Default under any other Loan
Document.


			
		5.3 	Misrepresentation.    If any
statement, information, certification, representation or warranty,
whether oral or written, made by Borrower to Lender is false or
misleading.


			
		5.4 	Guarantor.    If Borrower of
Guarantor fails to provide any document or information required to be
provided by Guarantor under this Agreement or the Guaranty.


			
		5.5 	Insolvency.    If a voluntary
Insolvency Proceeding is commenced by Borrower or Guarantor (if any);
or if an involuntary Insolvency Proceeding is commenced against
Borrower or Guarantor and not dismissed within sixty (60) days.


			
		5.6 	Receivers.    If a receiver or
similar official is appointed for any of Borrower's assets.


			
		5.7 	Injunction.    If Borrower is
enjoined, restrained or in any way prevented by court order from
continuing to conduct all or any material part of Borrower's
business affairs.


			
		5.8 	Transfers; Dissolution;
Death.    If there is a dissolution, termination or
liquidation of Borrower or any Guarantor if Borrower or any Guarantor
is a corporation, partnership, limited liability company or other
entity; or the transfer of more than twenty-five percent (25%)
of the beneficial interests in Borrower or any Guarantor; or the death
or incompetency of Borrower or any Guarantor if Borrower or any
Guarantor is an individual.


			
		5.9 	Lawsuits.    If any lawsuit is
filed against Borrower which, if lost, would impair Borrower’s
financial condition or ability to repay the Loan.


			
		5.10 	Judgments.    If any judgments or
arbitration awards are entered against Borrower or Borrower enters into
any settlement agreements with respect to any litigation or
arbitration, any of which would materially impair Borrower's
financial condition or ability to repay the Loan.


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		5.11 	Material Adverse Change.    If a
material adverse change occurs in Borrower's financial condition
or ability to repay the Loan.



Article 6



REMEDIES, INDEMNIFICATION AND WAIVERS


			
		6.1 	Remedies.    If an Event of
Default shall have occurred and not been cured or waived in accordance
with the terms hereof, Lender shall have the following rights and
powers and may, at its option, without notice of its election and
without demand, do any one or more of the following: (i) declare any or
all of the Obligations to be immediately due and payable; (ii)
discontinue advancing money or extending credit in connection with the
Loan or under any other document or agreement between Lender and
Borrower; or (iii)  exercise any or all rights and remedies under
this Agreement or any other Loan Document or applicable law. The
remedies of Lender, as provided herein, shall be cumulative and
concurrent, and may be pursued singularly, successively or together, at
the sole discretion of Lender, and may be exercised as often as
occasion therefore shall arise.


			
		6.2 	Indemnification.    Borrower
shall indemnify and hold Lender harmless from and against any and all
claims, damages, liabilities, actions, and expenses (including
Attorneys' Fees) of every kind (collectively, the
‘‘Claims’’) arising out of or relating to any
of the following: (i) a breach of any Obligations or warranties under
this Agreement; (ii) any act or omission by Borrower or any Guarantor
or their employees or agents; or (iii) any of Borrower’s
properties. Borrower's obligation to indemnify under this Section
shall survive the cancellation of the Obligations.


			
		6.3 	Waivers.    Borrower waives: (i)
the right to direct the application of any and all payments or
collections at any time or times hereafter received by Lender on
account of any Obligations except for such application as are
explicitly required under this Agreement; (ii) demand, protest, notice
of protest, notice of default or dishonor, notice of payment and
nonpayment, notice of any default, nonpayment at maturity, release,
compromise, settlement, extension or renewal relating to any of the
Loan Documents; and (iii) all rights, remedies, and benefits under
California Civil Code Sections 1479 and 2822(a).



Article
7



Miscellaneous.


			
		7.1 	Relationship.    Lender shall not
be deemed a partner, joint venturer, trustee, fiduciary or participant
in Borrower or Borrower's business. The relationship of Borrower
and Lender is solely that of borrower and lender.


			
		7.2 	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 at any time to sign, record and file all documents referred to
in this Agreement. 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.


			
		7.3 	Choice of Law; Venue.    The Loan
Documents 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 the Loan Documents shall be
tried and 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.


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		7.4 	Successors and Assigns.    The
Loan Documents shall be binding on Borrower's and Lender’s
successors and assigns. Borrower agrees that it may not assign any of
the Loan Documents without Lender’s prior consent. Lender may
assign, in whole or in part, all of its right, title and interest in
and to this Agreement or any Loan Documents at any time without the
consent of Borrower. In connection with any assignment, Lender may
disclose all documents and information that Lender has or may hereafter
have relating to Borrower and/or any Guarantor.


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


			
		7.6 	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 connection with
the amendment and/or enforcement of this Agreement and Lender's
rights hereunder 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
or any other Loan Document.


			
		7.7 	Notices.    Any notice, demand or
request required under the Loan Documents 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 and Borrower may specify from time to time in
writing. 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. 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.


			
		7.8 	Headings.    Article and section
headings are for reference only and shall not affect the interpretation
or meaning of any provisions of the Loan Documents.


			
		7.9 	No Third Party
Beneficiaries.    The Loan Documents are entered into for
the protection and benefit of Lender and Borrower and their respective
permitted successors and assigns. No other Person shall have any rights
or causes of action under the Loan Documents.


			
		7.10 	Integration;
Amendment.    No modification or amendment to this
Agreement or any other Loan Documents shall be effective unless in
writing, executed by Lender. 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.


			
		7.11 	Joint and Several
Liability.    Should more than one Person sign this
Agreement or any other Loan Document as Borrower, the obligations of
each signatory shall be joint and several.


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		7.12 	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.


			
		7.13 	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 ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR THE 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.


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





											
	LENDER		BORROWER
	FIRST REPUBLIC BANK		Greenhill &
Co., Inc.,
a Delaware
corporation
	










															
	By:		Scott McCrea		By:		Harold J. Rodriguez, Jr.
	Name:		Scott McCrea		 		Harold J.
Rodriguez, Jr.
	Title:		Sr.  Managing  Director		 		Treasurer
	






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