Investment Management Trust Agreement

This INVESTMENT MANAGEMENT TRUST AGREEMENT (this " Agreement" ) is made as of February 14, 2008, by and between GHL Acquisition Corp. (the " Company" ) and American Stock Transfer & Trust Company (the " Trustee" ). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Registration Statement (as defined below).

WHEREAS, the Company' s Registration Statement on Form S-1 (No. 333-147722) (the " Registration Statement" ), for its initial public offering of securities (the " IPO" ) has been declared effective as of the date hereof by the Securities and Exchange Commission (the " Effective Date" ); and

WHEREAS, Banc of America Securities LLC is acting as the representative (the " Representative" ) of the underwriters in the IPO pursuant to an underwriting agreement dated on or about the date hereof between the Company and the Representative (the " Underwriting Agreement" ); and

WHEREAS, as described in the Registration Statement, and in accordance with the Company' s amended and restated certificate of incorporation, upon execution of this Agreement or as promptly thereafter as practicable, the Company shall deliver to the Trustee an amount equal to the sum of (i) $392,000,000 of the net proceeds of the IPO, including $16,351,500 in deferred underwriting compensation (or $450,931,682 of the net proceeds, including $18,883,182 in deferred underwriting compensation, if the over-allotment option is exercised in full) and (ii) $8,000,000 of the proceeds from the Company' s issuance and sale in a private placement of 8,000,000 warrants issued to its founding stockholder, Greenhill & Co., Inc. for a total of $400,000,000 (or 458,931,682 if the underwriters' over-allotment option is exercised in full) to be deposited and held in a trust account for the benefit of the Company and the holders of the Company' s common stock, par value $0.001 per share, issued in the IPO (the " Public Stockholders" ). The amount to be delivered to the Trustee is referred to herein as the " Property ," and the parties for whose benefit the Trustee shall hold the Property are referred to together with the Company as the " Beneficiaries" ; and

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $16,351,500 (or $18,883,182 if the underwriters' over-allotment option is exercised in full, subject to proportional adjustment pursuant to the Underwriting Agreement if the underwriters' over-allotment option is exercised in part, but not in full, prior to its expiration as specified in a notice pursuant to Paragraph 2(d) hereof), subject to reduction, as provided in the Underwriting Agreement, by amounts paid to public stockholders who convert their shares of common stock of the Company for cash, is attributable to deferred underwriting commissions that will become payable by the Company to the underwriters upon the consummation of an Initial Business Combination (the " Deferred Discount" ); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:


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1. Agreements and Covenants of Trustee . The Trustee is hereby appointed to serve as Trustee hereunder, and the Trustee hereby agrees to act as Trustee upon the terms and conditions set forth herein. The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in a segregated trust account (the " Trust Account" ) established by the Trustee at Wachovia Securities, LLC;

(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property only in U.S. " government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the " Investment Company Act" ), with a maturity of 180 days or less, other than, at the option of the Company, up to $5.0 million that may be invested in U.S. '' government securities,'' as defined under the Investment Company Act, with remaining maturities at all times of more than six months and one day, or in money market funds selected by the Company which invest principally in either short-term securities issued or guaranteed by the United States having a rating in the highest investment category granted thereby by a recognized credit rating agency at the time of acquisition or tax exempt municipal bonds issued by governmental entities located within the United States or otherwise meeting the conditions under Rule 2a-7 under the Investment Company Act;

(d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the " Property," as such term is used herein;

(e) Notify the Company of all communications received by it with respect to any Property requiring action by the Company;

(f) Supply any necessary information or documents as may be requested by the Company in connection with the Company' s preparation of the tax returns for the Company and Trust Account;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so; and

(h) Render to the Company and to such other person as the Company may instruct monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account.

2. Agreements and Covenants of the Company . The Company hereby agrees and covenants to:

(a) Give all instructions to the Trustee hereunder in writing, signed on behalf of the Company by a duly authorized executive officer of the Company. In addition, except with respect to its duties under Paragraph 3, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


(b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee' s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the " Indemnified Claim" ). The Company shall have the right to conduct and manage the defense against such Indemnified Claim, provided that the Company shall obtain the consent of the Trustee with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company may not agree to settle any Indemnified Claim without the prior written consent of the Trustee, which consent shall not be unreasonably withheld, unless such settlement includes a full release of the Trustee with respect to such Indemnification Claim. The Trustee may participate in such action with its own counsel at its own expense;

(c) Pay the Trustee a fee of $3,000 for its services as Trustee at the consummation of the IPO (separately and in addition to making payments to the Trustee of a monthly fee of $1,000 for transfer agent services, of a one-time fee of $2,500 for warrant agent services and a closing fee of $3,500 in accordance with the terms of a separate fee letter to be delivered to the Company on or about February 21, 2008, as subsequently amended from time to time). The Company shall not be responsible for any other fees or charges of the Trustee except as may be provided in Paragraph 2(b) hereof;

(d) Within five business days after the underwriters' over-allotment option (or any unexercised portion thereof) expires or is exercised in full, provide the Trustee with a notice in writing (with a copy to the Representative) of the total amount of the Deferred Discount, which shall in no event be less than $16,351,500; and

(e) In connection with any vote of the Company' s stockholders on whether to approve an Initial Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes (which firm may be the Trustee) verifying the vote of the Company' s stockholders regarding such Initial Business Combination.

3. Liquidation and Distribution of Trust Account Property . The Trustee shall commence liquidation of the Trust Account only upon receipt of, and only in accordance with the terms of, a letter in form substantially similar to that attached hereto as either Exhibit A or Exhibit B (a " Termination Letter" ), signed on behalf of the Company by a duly authorized executive officer of the Company and affirmed by a duly authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and any other documents referred to therein; provided, however , that the Trustee shall (i) from time to time as may be necessary timely to pay any taxes incurred as a result of interest or other income earned on the Property held in the Trust Account (or to reimburse the Company for previous payments thereof), or to pay any franchise taxes incurred by the Company, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit C (a " Tax Disbursement Letter" ), signed on behalf of the Company by a duly authorized executive officer of the Company and copied to Authorized Counsel, as evidenced


by his or her countersignature thereto, distribute such funds to the person or persons indicated on the Schedule of Tax Payments attached to the Tax Disbursement Letter the amount or amounts that may be requested by the Company with respect thereto only as directed in the Tax Disbursement Letter and any other documents referred to therein, and (ii) from time to time, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit D (a " Disbursement Letter" ), signed on behalf of the Company by a duly authorized executive officer of the Company and copied to Authorized Counsel, as evidenced by his or her countersignature thereto, distribute to the Company such amount as may be requested by the Company for working capital requirements as directed in the Disbursement Letter and the other documents referred to therein, provided, however , that the aggregate amount distributed by the Trustee to the Compa ...