EXHIBIT 10.7 

[Form of Right of First Review Agreement for GSC
    Group, Inc.]

 , 2007

 GSC Acquisition Company 

  500 Campus Drive, Suite 220 

  Florham Park, New Jersey 07932

 Re: Initial Public Offering of GSC
    Acquisition Company

 Ladies and Gentlemen:

      This
    letter is being delivered to you in accordance with the Underwriting Agreement
    (the “Underwriting Agreement”) entered into by and between GSC
    Acquisition Company, a Delaware corporation (the “Company”), and
    Citigroup Global Markets Inc., as representative of the underwriters named
    in Schedule I thereto (the “Underwriters”), relating to an underwritten
    initial public offering (the “IPO”) of the Company’s units
    (the “Units”), each composed of one share of the Company’s
    common stock, par value $0.001 per share (the “Common Stock”),
    and one warrant, which is exercisable for one share of Common Stock (the “Warrants”).
    Certain capitalized terms used herein are defined in paragraph 5 hereof. 

      In order
    to induce the Company and the Underwriters to enter into the Underwriting
    Agreement and to proceed with the IPO and for other good and valuable consideration,
    the receipt and sufficiency of which are hereby acknowledged, the undersigned
    hereby agrees with the Company as follows: 

      1. The
    undersigned agrees that from the effective date of the Registration Statement
    until the earlier of (i) the consummation of the Initial Business Combination
    or (ii) [        ], 2009 [24 months
    from the effective date of the Registration Statement], the Company shall
    have the right of first review (the “Right of First Review”) with
    respect to business combination opportunities of GSC Group with an enterprise
    value of $175 million or more. The undersigned will first offer, and
    will cause each other business entity within the GSC Group to first offer
    (subject to any fiduciary obligations members of management or members of
    the board of directors of such other entities may have), any such business
    opportunity to the Company and the undersigned will not, and will cause each
    other  business entity within the GSC Group and each fund and other investment
    vehicle managed by GSC Group not to, pursue such business opportunity unless
    and until the Company’s board of directors has determined for any reason
    that the Company will not pursue such opportunity. Notwithstanding the foregoing,
    the Right of First Review shall not include, and neither the undersigned
    nor any other business entity within GSC Group shall be required to first
    offer to the Company: 

	 any investment opportunities in respect of companies
      in bankruptcy, or financially or operationally
      distressed companies; and










 



	 companies targeted for acquisition by any company
      in which an investment vehicle managed
      by GSC Group has an equity investment.


      2. (a)
    Neither the undersigned nor any affiliate of the undersigned will be entitled
    to receive, and no such person will accept, a finder’s fee or any other
    compensation from the Company for services rendered to the Company prior
    to or in connection with the consummation of an Initial Business Combination.
    Subject to the review and approval of the Company’s Audit Committee,
    the undersigned and the other entities within GSC Group shall be entitled
    to reimbursement from the Company for their out-of-pocket expenses, if any,
    incurred in connection with the IPO and identifying, investigating and consummating
    an Initial Business Combination. In addition, GSCP (NJ) Holdings, L.P. is
    entitled to receive a payment of an aggregate of $7,500 per month for
    office space, secretarial and administrative services. 

       (b)
    Neither the undersigned nor any affiliate of the undersigned will accept
    a finder’s fee, consulting fee or any other compensation or fees from
    any person or other 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. 

      3. The
    undersigned agrees that it will not, and will cause each other business entity
    that is part of GSC Group not to, become affiliated with any other blank
    check company until the earlier of (i) the Initial Business Combination and
    (ii) the Company’s liquidation. 

      4. The
    undersigned has full right and power, without violating any agreement by
    which it is bound, to enter into this letter agreement. 

      5. As
    used herein, (i) “GSC Group” shall mean the undersigned and the
    other business entities that collectively do business under the name the
    GSC Group, as listed on Schedule A hereto; (ii) “Initial Business Combination” shall
    mean the acquisition through a merger, capital stock exchange, asset acquisition,
    stock purchase, reorganization or other similar business combination, of
    one or more businesses or assets in connection with which the Company will
    require that a majority of the shares of Common Stock voted by the Public
    Stockholders are voted in favor of such acquisition and stockholders owning
    less than 20% of the IPO Shares exercise their conversion rights; (iii) “IPO
    Shares” shall mean the shares of Common Stock underlying the Units issued
    in the IPO; and (iv) “Public Stockholders” shall mean purchasers
    of Common Stock in the IPO or in the secondary market, including any of the
    Company’s officers or directors or their affiliates, including the undersigned,
    to the extent that they purchase or acquire Common Stock in the IPO or the
    secondary market. 

      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

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 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. 

      This
    letter agreement shall be binding on the undersigned and its successors and
    assigns. This letter agreement shall terminate on the earlier of (i) the
    consummation of an Initial Business Combination and (ii) [ ], 2009 [24 months
    from the effective date of the Registration Statement]; 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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  	GSC GROUP, INC.

	 	 	 
	By:	 
	 	

	 	Name:	 
	 	Title:	 


  

  	 
	Accepted and agreed:
	 
	GSC ACQUISITION
            COMPANY

	 	 	 
	By:	 
	 	

	 	Name:	 
	 	Title:	 












 



 Schedule A

 GSC Group, Inc.

  GSCP (NJ), Inc. 

  GSCP (NJ), L.P. 

  GSCP (NJ) Holdings, L.P. 

  GSC Secondary Interest Fund, LLC

  GSCP, LLC 

GSC Group Limited 

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