Exhibit 10.2

[Form of Letter Agreement 

for Director and Officers of GHL Acquisition Corp.]

, 2008

GHL Acquisition Corp.

300 Park Avenue, 23rd Floor

New York, NY 10022

Re: Initial Public Offering of GHL Acquisition Corp. (the “Company”)

Gentlemen:

This letter is being delivered to you in connection with an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 9 hereof.

In consideration of the Company proceeding with the IPO and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby acknowledges and agrees with the Company as follows:

1. In the event that the Company fails to consummate an Initial Business Combination within 24 months from the date of the Prospectus the undersigned will take all reasonable actions within his or her power to (a) cause the Trust Account to be liquidated and distributed to the holders of the IPO Shares as soon as reasonably practicable and (b) cause the Company to liquidate as soon as reasonably practicable (the earliest date on which the conditions in clauses (a) and (b) are both satisfied being the “Liquidation Date”). The undersigned agrees that in connection with any cessation of corporate existence of the Company on [_______], 2010, he or she will take all reasonable actions within his or her power to cause the Company to adopt a plan of dissolution and distribution in accordance with
Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto.

2. (a) Neither the undersigned nor any affiliate of the undersigned will be entitled to receive, and no such person will accept, any finder’s fee, reimbursement, cash payment or other compensation from the Company for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination, other than (subject to the following sentence) (i) repayment of that certain Promissory Note in the amount of $250,000 (and accrued interest thereon) made to the Company by Greenhill & Co., Inc. to cover offering-related and organizational expenses; (ii) a payment of an aggregate of $10,000 per month to Greenhill, for office space, secretarial and administrative services; and (iii) reimbursement for any out-of-pocket expenses or advances related to the IPO and identifying, investigating and consummating an Initial Business Combination. The
Company’s Audit Committee will review and approve all payments made to the undersigned and its affiliates, other 

 

 








than the payment described in clause (ii) in the immediately preceding sentence, and any payments made to members of the Company’s Audit Committee will be reviewed and approved by the Company’s Board of Directors, with any interested director abstaining from such review and approval.

(b) Neither the undersigned nor any affiliate of the undersigned will be entitled to receive, and no such person will accept, a finder’s fee, consulting fee or any other similar fees from any other person or entity in connection with an Initial Business Combination, other than compensation or fees that may be received for any services provided following such Initial Business Combination.

(c) The Company will not consummate any Initial Business Combination with any entity in which any of the Company’s initial stockholders, officers or directors or their affiliates has a material ownership interest or in which a merchant banking fund advised by Greenhill or an affiliate of Greenhill has a material ownership interest.

3. The undersigned’s biographical information furnished to the Company and included in the Registration Statement and the Prospectus is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information necessary in order to make the statements therein not misleading. The undersigned’s questionnaire for directors, officers and principal stockholders furnished to the Company and the Underwriters is true and accurate in all respects. The undersigned represents and warrants that:

(a) the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from, any act or practice relating to the offering of securities in any jurisdiction;

(b) the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and

(c) the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

[4. The undersigned agrees that, prior to the consummation of the Initial Business Combination, he or she will not propose any amendment to Article SIXTH of the Company’s amended and restated certificate of incorporation or support, endorse or recommend any proposal that stockholders amend any of these provisions.]1

5. The undersigned has full right and power, without violating any agreement by which he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this letter agreement and serve as [Chairman of the Board of Directors and Chief Executive Officer] [Chief Financial Officer] [Senior Vice President and Director] [Director], and hereby consents to being named in the Registration Statement as a[n] [officer] [director] of the Company.

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1     This bracketed language applies only to directors of the Company.

 

 

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6. In connection with any proposed Initial Business Combination the Company submits to its stockholders for approval, the undersigned shall [(a) vote the Founder’s Shares owned by him or her in accordance with the majority of the shares of Common Stock voted by the Public Stockholders with respect to such Initial Business Combination and the related amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence and (b)]2 vote all shares of Common Stock that he or she may acquire in the IPO or in the secondary market in favor of the Initial Business Combination and the related amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence.

[7. The undersigned hereby (a) waives, with respect to his or her Founder’s Shares any and all right, title, interest or claim of any kind in or to any distributions of the Trust Account or to any other amounts distributed in connection with a liquidating distribution of the Company, including any conversion rights with respect to such Founder’s Shares, in the event that the Company does not consummate the Initial Business Combination and (b) agrees that the Company shall be entitled to reimbursement from the undersigned for any such distribution of the Trust Account or any other such amounts distributed in connection with a liquidating distribution of the Company received by the undersigned with respect to his or her Founder’s Shares in the event that the Company does not consummate the Initial Business Combination.]3

[8. The undersigned shall not without the prior written consent of the Company:

(a) offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the participation in the filing of a registration statement with the Securities and Exchange Commission (other than in accordance with the Registration Rights Agreement) in respect of;

(b) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to; or 

(c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any securities convertible into or exercisable or exchangeable for, or other rights to purchase, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, any shares of capital stock of the Company or any securities convertible or exercisable for such capital stock, or publicly announce an intention to effect any such transaction:  

with respect to his Founder’s Securities, for a period of 180 days from the date the Company completes its Initial Business Combination or earlier in the event that 

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2     This bracketed language only applies to transferees of the Founder’s Securities.

3     This bracketed language only applies to transferees of the Founder’s Securities.

 

 

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subsequent to the consummation of the Initial Business Combination (x) the last sales price of the Common Stock equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day period commencing 90 days after the date of the consummation of such Initial Business Combination or (y) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and with respect to any Private Placement Securities transferred to the undersigned, until after the Company completes its Initial Business Combination. 

The undersigned acknowledges and agrees that the foregoing transfer restrictions hereby supersede the transfer restrictions set forth in Section 1.C.v. of the Founder’s Securities Purchase Agreement with respect to the Founder’s Securities; provided, however, that the undersigned may, at any time, transfer its Founder’s Securities to Permitted Transferees and transfer its Founder’s Warrants and Private Placement Securities in accordance with the Founder’s Securities Purchase Agreement and Warrant Agreement.]4

9. As used herein: 

(a) “Founder’s Securities” shall mean the 9,775,500 units of the Company (the “Founder’s Units”), each consisting of one share of Common Stock (the “Founder’s Shares”) and one warrant to purchase one share of Common Stock (including the underlying shares of Common Stock) (the “Founder’s Warrants”), initially issued to Greenhill pursuant to the Founder’s Securities Purchase Agreement and subject to adjustment pursuant thereto, including any securities of the Company issued as a dividend or other
distribution with respect to or in exchange for or in replacement of any of the foregoing securities.

(b) “Founder’s Securities Purchase Agreement” means the agreement between the Founder and the Company, dated as of November 12, 2007 relating to the purchase by the Founder of the Founder Securities.

(c) “Greenhill” shall mean Greenhill & Co., Inc.

(d) “Initial Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets, which will require that a majority of the shares of Common Stock voted by the Public Stockholders present in person or by proxy at a duly held stockholders meeting are voted in favor of such acquisition, a majority of the outstanding shares of our Common Stock are voted in favor of the amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence and  not more than 30% of the IPO Shares (minus one share) are voted against such acquisition and exercise their conversion rights in connection with a vote to
approve the acquisition.

(e) “IPO Shares” shall mean the shares of Common Stock underlying the Units issued in the IPO.

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4     This Section 8 only applies to transferees of the Founder’s Securities.

 

 

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(f) “Permitted Transferee” shall mean (i) any executive officer, director or employee of the Company; or (ii) any person affiliated or entity associated or affiliated with Greenhill, in each case that agrees in writing to be bound by the transfer restrictions and voting, waiver of liquidation rights and adjustment provisions set forth in the Founder’s Securities Purchase Agreement, Warrant Agreement and herein that are applicable to the Securities being transferred.

(g) “Private Placement Securities” shall mean the 8,000,000 warrants of the Company (the “Private Placement Warrants”), each to purchase one share of Common Stock (including the underlying shares of Common Stock) issued to the Founder pursuant to the Founder’s Securities Purchase Agreement.

(h) “Promissory Note” shall mean the unsecured promissory note of the Company to Greenhill in the original principal amount of $250,000, bearing interest at a rate of 8.5% per annum, due the earlier of December 30, 2008 or the  consummation of the IPO.

(i) “Prospectus” shall mean the prospectus forming a part of the Registration Statement filed with the Securities and Exchange Commission pursuant to Rules 424(b) and 430A of the Securities Act of 1933, as amended.

(j) “Public Stockholders” shall mean purchasers of shares of Common Stock in the IPO or in the secondary market, including any of the Company’s officers or directors or their affiliates and the undersigned, to the extent that they purchase shares of Common Stock in the IPO or the secondary market.

(k) “Registration Rights Agreement” shall mean the Registration Rights Agreement, dated on or about the date hereof, entered into by and among the Company and the investors named on the signature pages thereto.

(l) “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-147722, originally filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on  , 2008) in the form it became effective and including the information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended.

(m) “Trust Account” shall mean the trust account established under the Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and American Stock Transfer & Trust Company, as Trustee.

(n) “Underwriters” shall mean the underwriters named in Schedule I to the Underwriting Agreement entered into by and between the Company and Banc of America Securities LLC, as representative of such underwriters, in connection with the IPO.

The undersigned acknowledges and understands that the Company and the Underwriters will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of the Company with respect to the subject matter hereof.

 

 

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This letter agreement shall be binding on the undersigned and such person’s successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of an Initial Business Combination and (ii) the distribution to the Public Stockholders of the Trust Account and liquidation of the Company; provided that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination.

This letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. 

No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change, waiver, alteration or modification is to be enforced.

[Signature Page Follows]

 

 

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[Signature Page to Letter Agreement for Directors and Officers]

 


	
                          
 	
                         
 	
                         
 	
                          
 
	
                         
 	
                         
 	
                         
 	
                        [Name]
 




 

 


	
                         
 	
                         
 	
                        Accepted and agreed:
 
	
                         
 	
                         
 	
                        
 GHL ACQUISITION CORP.
 
	
                          
 	
                         
 	
                        

                        By: 
 	
                          
 
	
                         
 	
                         
 	
                         
 	
                        Name:
 
	
                         
 	
                         
 	
                         
 	
                        Title:
 




 

 

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