Exhibit 10.53
 
 
 FORM OF SECURITY AGREEMENT
LLC Distributions
 FIRST
REPUBLIC BANK
   ARTICLE I
DEFINITIONS
  Agreement
 Attorneys Fees
 Bankruptcy Code
 Borrower Greenhill & Co., Inc
 Borrowers Books
 LOAN NO. 93-408969-4/AFS#0210053059
 1




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Business Day
 Capital Account
 Capital Calls
 Capital Contributions
 Commercial Code
 Company Greenhill & Co. LLC
 Distributions
 Exhibit
 Governmental Authorities
 Governmental Permits
 2




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Governmental Requirements
 Guarantor
 Guaranty
 Insolvency Proceeding
 Interim Distribution
 Judicial Officer or Assignee
 Lender FIRST REPUBLIC BANK
 Lender Expenses
 Liquidation Distribution
 LLC Agreement Exhibit B
 LLC Interest
 3




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Loan Agreement
 Loan Document
 Note
 Permitted Liens
 Person
 Secured Obligations et seq
 ARTICLE II
SECURITY INTEREST
 Security Interest Exhibit B
 4




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Security Documents
 Assignment of Rights to Payment
 Exhibit A
 Exhibit A Exhibit A
 ARTICLE III
DISTRIBUTIONS AND DIVIDENDS
 Distributions
 Delivery
 Funds Held in Trust
 Funds Held by Lender Exhibit A
 5




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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
  Borrower Exhibit A Exhibit A Exhibit A
 Authority
 No Conflicts
 Lawsuits; Compliance; Taxes
 Adequate Consideration
 Solvency
 Title to Assets
 LLC Interest
 No Offsets or Defenses
 6




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Company
 LLC Agreement Exhibit B
 Non-Consumer
 Liquidity
 Continuing and Cumulative Warranties
 ARTICLE V
COVENANTS
  Transfer or Release of Assets
 Lien Free
 LLC Interest Exhibit A
 7




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Records
 Inspection
 Taxes
 Compliance with Applicable Laws
 Notifications
 Expenses
 Existence
 Further Assurances
 8




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ARTICLE VI
EVENTS OF DEFAULT
  Breach
 Lien Priority
 Material Impairment
 LLC Interest
 Seizure of Collateral
 Insolvency or Attachment
 Event of Default Under Loan Documents
 ARTICLE VII
LENDERS RIGHTS AND REMEDIES; WAIVER
 Remedies Exhibit
A
 Rights to Payment
 9




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Exhibit A
 Waivers
 Judicial Action
 Liability for Deficiency
 Actions
 Power of Attorney
 ARTICLE VIII
WAIVERS
 Waivers
 10




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ARTICLE IX
MISCELLANEOUS
 Notices Exhibit A
   Choice of Law forum non
conveniens
 Successors and Assigns; Assignment
 11




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Severability; Waivers
 Attorneys Fees
 Headings
 Integration; Amendment
 Joint and Several Liability
 Counterparts; Electronic Signatures
 WAIVER OF JURY TRIAL
 12




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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW]
 13




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BORROWER:
GREENHILL & CO., INC.,
a Delaware corporationBy:Name:Title:  LENDER:
 FIRST REPUBLIC BANK
 By:Name:Title:
 14




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EXHIBIT A  TO
SECURITY AGREEMENT
 LLC Distributions
 Exhibit A Exhibit
A
 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/A1.3
    
    Type of Entity and State of Formation or Incorporation: Corporation, Delaware1.4
    
    Address for Notices: 300 Park Avenue, New York, New York 100221.5
    
    Tax Identification Number or Social Security Number: 51-05000737
 2.     Lenders Notice Address:
    
    FIRST REPUBLIC BANK111 Pine StreetSan Francisco, CA 94111Attn: 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




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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




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EXHIBIT B  TO
SECURITY AGREEMENT
 LLC Distributions
DESCRIPTION OF COLLATERAL
       Certain Definitions:
 Greenhill & Co., Inc
  Greenhill & Co. LLC
   Exhibit B




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Amended and Restated Operating Agreement of
Greenhill & Co, LLC May 3, 2004
   Exhibit B