Exhibit
        10.8

       

    

    PROMISSORY
      NOTE

     

    


     

    
      	
              $250,000.00

            	
              November
                19, 2007

            
	
              New
                York, New York

            	 
	 	 


    

     

    FOR
      VALUE
      RECEIVED, GHL Acquisition Corp., a Delaware corporation (with its successors,
      the “Maker”) promises to pay to the order of Greenhill & Co., Inc., a
      Delaware corporation (“Payee”) the principal sum of Two Hundred and Fifty
      Thousand Dollars ($250,000.00) (the “Loan”) in lawful money of the United States
      of America in same day funds on the terms and conditions described
      below.

     

    1.  Principal.  The
      principal balance of this note (the “Note”) shall be repayable on the earlier of
      December 30, 2008 or the consummation of the initial public offering of the
      Company’s securities, or if such date is not a Business Day, the next succeeding
      Business Day (the “Maturity Date”).  As used herein, “Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial
      banks in New York City are authorized or required by law to remain
      closed.

     

    2.  Interest.  The
      Maker shall pay interest on the unpaid principal amount of the Loan until the
      Maturity Date at a rate per annum equal to 8.5%, payable on the Maturity
      Date.  Interest hereunder shall be computed on the basis of a year of
      360 days and paid for the actual number of days elapsed (including the first
      day
      but excluding the last day).

     

    3.  Application
      of Payments.  All payments shall be applied first to payment in
      full of any costs incurred in the collection of any sum due under this Note,
      including (without limitation) reasonable attorneys’ fees, then to the payment
      in full of any late charges, then to the payment of interest due under this
      Note
      and finally to the reduction of the unpaid principal balance of this
      Note.

     

    4.  Events
      of Default.  The following shall constitute Events of
      Default:

     

    (a)  Failure
      to Make Required Payments. Failure by Maker to pay the principal of or
      accrued interest on this Note within five (5) business days following the date
      when due.

     

    (b)  Voluntary
      Bankruptcy, etc. The commencement by Maker of a voluntary case under the
      Federal Bankruptcy Code, as now constituted or hereafter amended, or any other
      applicable federal or state bankruptcy, insolvency, reorganization,
      rehabilitation or other similar law, or the consent by it to the appointment
      of
      or taking possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) of Maker or for any substantial part
      of
      its property, or the making by it of any assignment for the benefit of
      creditors, or the failure of Maker generally to pay its debts as such debts
      become due, or the taking of corporate action by Maker in furtherance of any
      of
      the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)  Involuntary
      Bankruptcy, etc. The entry of a decree or order for relief by a court
      having jurisdiction in the premises in respect of Maker in an involuntary case
      under the Federal Bankruptcy Code, as now or hereafter constituted, or any
      other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
      (or similar official) of Maker or for any substantial part of its property,
      or
      ordering the winding-up or liquidation of the affairs of Maker, and the
      continuance of any such decree or order unstayed and in effect for a period
      of
      60 consecutive days.

     

    5.  Remedies.

     

    (a)  Upon
      the
      occurrence of an Event of Default specified in Section 4(a), Payee may, by
      written notice to Maker, declare this Note to be due and payable, whereupon
      the
      principal amount of this Note, and all other amounts payable hereunder
      (including the interest due under this Note), shall become immediately due
      and
      payable without presentment, demand, protest or other notice of any kind, all
      of
      which are hereby expressly waived, anything contained herein or in the documents
      evidencing the same to the contrary notwithstanding.

     

    (b)  Upon
      the
      occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
      unpaid principal balance of, and all other sums (including interest) payable
      with regard to, this Note shall automatically and immediately become due and
      payable, in all cases without any action on the part of Payee.

     

    6.  Waivers.  Maker
      and all endorsers and guarantors of, and sureties for, this Note waive
      presentment for payment, demand, notice of dishonor, protest, and notice of
      protest with regard to the Note, all errors, defects and imperfections in any
      proceedings instituted by Payee under the terms of this Note, and all benefits
      that might accrue to Maker by virtue of any present or future laws exempting
      any
      property, real or personal, or any part of the proceeds arising from any sale
      of
      any such property, from attachment, levy or sale under execution, or providing
      for any stay of execution, exemption from civil process, or extension of time
      for payment; and Maker agrees that any real estate that may be levied upon
      pursuant to a judgment obtained by virtue hereof, on any writ of execution
      issued hereon, may be sold upon any such writ in whole or in part in any order
      desired by Payee.

     

    7.  Unconditional
      Liability.  Maker hereby waives all notices in connection with the
      delivery, acceptance, performance, default, or enforcement of the payment of
      this Note, and agrees that its liability shall be unconditional, without regard
      to the liability of any other party, and shall not be affected in any manner
      by
      any indulgence, extension of time, renewal, waiver or modification granted
      or
      consented to by Payee, and consents to any and all extensions of time, renewals,
      waivers, or modifications that may be granted by Payee with respect to the
      payment or other provisions of this Note, and agrees that additional makers,
      endorsers, guarantors, or sureties may become parties hereto without notice
      to
      them or affecting their liability hereunder.

     

    8.  Notices.  Any
      notice called for hereunder shall be deemed properly given if (i) sent by
      certified mail, return receipt requested, (ii) personally delivered, (iii)
      dispatched by any form of private or governmental express mail or delivery
      service providing receipted delivery or 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (iv)
      sent
      by facsimile to the following addresses or to such other address as either
      party
      may designate by notice in accordance with this Section:

     

    If
      to
      Maker:

     

    GHL
      Acquisition Corp.

    c/o
      Greenhill & Co., Inc.

    300
      Park
      Avenue, 23rd Floor

    New
      York,
      NY 10022

    Tel.:
      (212) 389-1500

    Fax:
      (212)
      389-1700

    Attn:
      Secretary

     

    If
      to
      Payee:

     

    300
      Park
      Avenue, 23rd Floor

    New
      York,
      NY 10022

    Tel.:(212)
      389-1500

    Fax:
      (212)
      389-1700

    Attn:
      General Counsel

     

    Notice
      shall be deemed given on the earlier of (i) actual receipt by the receiving
      party, (ii) the date shown on a facsimile transmission confirmation, (iii)
      the
      date reflected on a signed delivery receipt or (iv) two (2) business days
      following tender of delivery or dispatch by express mail or delivery
      service.

     

    9.  Construction.
      This Note shall be construed and enforced in accordance with the domestic,
      internal law, but not the law of conflict of laws, of the State of New
      York.

     

    10.  Severability.
      Any provision contained in this Note which is prohibited or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.


     

    


     

    


     

    


     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
      caused this Note to be duly executed the day and year first above
      written.

     

    
      	 	
              GHL
                ACQUISITION CORP.

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/
              Harold J. Rodriguez	 
	 	 	Name: Harold
              J. Rodriguez	 
	 	 	Title: Treasurer