[LOGO] FIRST REPUBLIC BANK
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FORM OF THIRD MODIFICATION AGREEMENT
(NEW TERMS)
This Third 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 total principal amount of
FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00) (the "Loan") to Borrower.
B. The Loan arises out of that certain Loan Agreement dated JANUARY 31,
2006 AND MODIFIED AS OF AUGUST 1,2006 AND MARCH 14, 2007 (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 AND MODIFIED AS OF AUGUST 1,
2006 AND MARCH 14, 2007 (the "Note").
C. Borrower has requested that the tender 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 principal amount of the Loan is hereby increased by TWENTY FIVE MILLION AND
00/100 DOLLARS ($25,000,000.00) from the total amount of FIFTY MILLION AND 00/1
00 DOLLARS ($50,000,000.00) TO SEVENTY-FIVE MILLION AND 00/100 DOLLARS
($75,000,000.00). REFER TO THE PROMISSORY NOTE (AMENDED AND RESTATED) DATED MAY
1, 2007 WHICH SUPERSEDES AND REPLACES THE AMENDED AND RESTATED PROMISSORY NOTE
DATED MARCH 14, 2007.
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, 2008.
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 "FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00)" to
"SEVENTY-FIVE MILLION AND 00/100 DOLLARS ($75,000,000.00)".
(B)
SECTION 7.7 OF EXHIBIT A TO THE LOAN AGREEMENT IS HEREBY
AMENDED IN ITS ENTIRETY, AND THE FOLLOWING SUBSTITUTED THEREFOR:
"7.7 THIRTY (30) DAY OUT OF DEBT REQUIREMENTS. At least
once during the period from the date of this Agreement
to the Maturity Date, Borrower shall have either (a)
paid down all outstanding indebtedness under the Line of
Credit for a period of time equal to at least thirty
(30) consecutive calendar days (the "out