EXHIBIT
      10.6

     

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of
              ,
      2007, by and between GSC Acquisition Company (the “Company”) and American Stock
      Transfer & Trust Company (the “Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, No. 333-138832 (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,
      Citigroup Global Markets Inc. is acting as the representative (the
“Representative”) of the underwriters in the IPO pursuant to an underwriting
      agreement between the Company and the Representative (the “Underwriting
      Agreement”); and

     

    WHEREAS,
      as described in the Company’s 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) $142,475,000 of the
      net
      proceeds of the IPO, including $4.5 million in deferred underwriting
      compensation (or $163,400,000 of the net proceeds, including $5.175 million
      in
      deferred underwriting compensation, if the over-allotment option is exercised
      in
      full) and (ii) $[4.0] million of the proceeds from the Company’s issuance and
      sale in a private placement of [4,000,000] warrants issued to its founding
      stockholder, GSC Secondary Interest Fund, LLC, for a total of $146,975,000
      (or
      $168,575,000 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 Company’s “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
      $4.5
      million ($5.175 million, if the underwriters’ over-allotment option is exercised
      in full) (or the amount specified in a notice pursuant to Paragraph 2(d) hereof)
      is attributable to deferred underwriting commissions that will become payable
      by
      the Company to the Representative upon the consummation of an Initial Business
      Combination (as defined in the Registration Statement) (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:

     

    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:

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (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 JPMorgan Chase Bank, N.A.;

     

    (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 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 by the Company’s Chief
      Executive Officer or President.  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 

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    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.  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 $750 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 delivered to the Company on
      [         ], 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 Representative’s 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
      $4,500,000; 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 its Chief Executive Officer and affirmed
      by
      the Chairman or Vice Chairman of the Board of Directors, 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 disburse
      such funds from the Trust Account (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, 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
      its Chief Executive Officer or President and copied to Authorized Counsel,
      as
      evidenced by his or her countersignature thereto, and complete the disbursement
      of funds from the Trust Account and distribute such funds 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 its Chief Executive
      Officer or President and copied to Authorized Counsel, as evidenced by his
      or
      her countersignature thereto, the Trustee shall disburse to the Company such
      amount as may be requested by the Company as directed in the Disbursement Letter
      and the other documents referred to therein, provided, however, that
      the aggregate amount 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    distributed
      by the Trustee to the Company pursuant to this Paragraph 3(ii) may not exceed
      the lesser of (y) the aggregate amount of interest and any other income actually
      received or paid on amounts in the Trust Account less an amount equal to
      estimated taxes that are or will be due on such income at an assumed rate of
      [40%] and (z) [$2,500,000].  In addition, if as of the date of a
      Termination Letter in form attached hereto as Exhibit B, should the Company
      have
      received the full amount of its disbursements pursuant to the preceding
      sentence, and should such funds be insufficient to cover the Company’s costs and
      expenses incurred in connection with the adoption and implementation of its
      plan
      of dissolution and its liquidation, to the extent that there is any interest
      accrued in the Trust Account not required to be used to pay income taxes on
      interest income earned on the Trust Account balance, the Company may request
      in
      the Termination Letter that the Trustee release to it an additional amount
      of up
      to $75,000 of such accrued interest to pay costs and expenses incurred in
      connection with its dissolution and liquidation.

     

    For
      purposes of this Agreement, “Authorized Counsel” shall mean, at any date, the
      attorney retained and authorized by the Company to perform such
      functions.

     

    4.  Limitations
      of Liability.  The Trustee shall have no responsibility or
      liability to:

     

    (a)  Take
      any
      action with respect to the Property, other than as directed in Paragraphs 1
      and
      3 hereof, and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

     

    (b)  Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property, unless and until it shall have received instructions from
      the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)  Change
      the
      investment of any Property, other than in compliance with Paragraph
      1(c);

     

    (d)  Refund
      any
      depreciation in principal of any Property;

     

    (e)  Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

     

    (f)  The
      Company or to anyone else for any action taken or omitted by it, or any action
      suffered by it to be taken or omitted, in good faith and in the exercise of
      its
      own best judgment, except for its gross negligence or willful
      misconduct.  The Trustee may rely conclusively and shall be protected
      in acting upon any order, notice, demand, certificate, opinion or advice of
      counsel (including counsel chosen by the Trustee), statement, instrument, report
      or other paper or document (not only as to its due execution and the validity
      and effectiveness of its provisions, but also as to the truth and acceptability
      of any information therein contained) which is believed by the Trustee, in
      good
      faith, to be genuine and to be signed or presented by the proper person or
      persons.  The Trustee shall not be bound by any notice or demand, or
      any waiver, modification, termination or rescission of this Agreement or any
      of
      the terms hereof, unless evidenced by a written instrument delivered to the
      

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Trustee
      signed by the proper party or parties and, if the duties or rights of the
      Trustee are affected, unless it shall give its prior written consent
      thereto;

     

    (g)  Verify
      the
      correctness of the information set forth in the Registration Statement or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; and

     

    (h)  Subject
      to
      the requirements of Paragraph 3 of this Agreement, pay any taxes on behalf
      of
      the Trust Account to any governmental entity or taxing authority.

     

    5.  Termination.  This
      Agreement shall terminate as follows:

     

    (a)  If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee.  At such time that the Company notifies the Trustee that a
      successor trustee has been appointed by the Company and has agreed to become
      subject to the terms of this Agreement, the Trustee shall transfer the
      management of the Trust Account to the successor trustee, including but not
      limited to the transfer of copies of the reports and statements relating to
      the
      Trust Account, whereupon this Agreement shall terminate (except with respect
      to
      Paragraph 2(b)); provided, however, that, in the event that the Company
      does not locate a successor trustee within 90 days of receipt of the resignation
      notice from the Trustee, the Trustee may submit an application to have the
      Property deposited with the United States District Court for the Southern
      District of New York and upon such deposit, the Trustee shall be immune from
      any
      liability whatsoever that arises due to any actions or omissions to act by
      any
      party after such deposit; or

     

    (b)  At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Paragraph 3 hereof and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate, except with respect to Paragraph 2(b).

     

    6.  Miscellaneous.

     

    (a)  The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account.  Upon receipt of written instructions, the Trustee will
      confirm such instructions with an Authorized Individual at an Authorized
      Telephone Number listed on the attached Exhibit E.  The Company and
      the Trustee will each restrict access to confidential information relating
      to
      such security procedures to authorized persons.  Each party must
      notify the other party immediately if it has reason to believe unauthorized
      persons may have obtained access to such information, or of any change in its
      authorized personnel.  In executing funds transfers, the Trustee will
      rely upon account numbers or other identifying numbers of a beneficiary,
      beneficiary’s bank or intermediary bank, rather than names.  The
      Trustee shall not be liable for any loss, liability or expense resulting from
      any error in an account number or other identifying number, provided it
      has accurately transmitted the numbers provided.

     

    (b)  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York.  It may be executed in several
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof.  This Agreement or any
      provision hereof may be changed, waived, amended or modified only by a writing
      signed by each of the parties hereto, provided,
      however, that no such amendment
      or modification
      (other than to correct a typographical or similar technical error) may be
      made to paragraphs 1, 2(e), 3, 4, 5, 6(c) or 6(g) or to Exhibits A or B hereof
      without the consent of the Public Stockholders, its being the specific intention
      of the parties hereto that each Public Stockholder is and shall be a third-party
      beneficiary of this paragraph 6(c) with the same right and power to enforce
      this
      paragraph 6(c) as either of the parties hereto, and provided, further,
      that this Agreement may not be changed, waived, amended or modified in such
      a
      manner as to adversely affect the right of the Underwriters to receive the
      Deferred Discount as contemplated herein without the written consent of the
      Representative.  For purposes of this paragraph 6(c), the “consent of
      the Public Stockholders” shall mean receipt by the Trustee of a certificate from
      an entity certifying that (i) such entity regularly engages in the business
      of
      serving as inspector of elections for companies whose securities are publicly
      traded, and (ii) either (a) 70% of the Public Stockholders of record as of
      a
      record date established in accordance with Section 213(a) of the Delaware
      General Corporation Law, as amended (the “DGCL”), have voted in favor of such
      amendment or modification or (b) 70% of the Public Stockholders of record as
      of
      a record date established in accordance with Section 213(b) of the DGCL have
      delivered to such entity a signed writing approving such amendment or
      modification.  As to any claim, cross-claim or counterclaim in any way
      relating to this Agreement, each party waives the right to trial by
      jury.

     

    (d)  The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York for purposes of resolving any disputes
      hereunder.

     

    (e)  Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      NY 10038

    Attn:
      Herb
      Lemmer, Vice President

    Fax
      No.:
      (718) 331-1852

     

    if
      to the
      Company, to:

     

    GSC
      Acquisition Company

    500
      Campus
      Drive, Suite 220

    Florham
      Park, NJ 07932

    Attn:
      Peter R. Frank, Chief Executive Officer

    Fax
      No.:
      (973) 593-5454

    in
      either
      case with a copy to:

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Davis
      Polk
& Wardwell

    450
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Deanna L. Kirkpatrick, Esq.

    Fax
      No.:
      (212) 450-4000

     

    (f)  No
      party
      hereto may assign this Agreement without the prior written consent of the other,
      which consent shall not be unreasonably withheld.

     

    (g)  Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder.  The Trustee
      acknowledges and agrees that it shall not make any claims or proceed against
      the
      Trust Account, including by way of set-off, and shall not be entitled to any
      funds in the Trust Account under any circumstance.

     

    (h)           The
      Trustee acknowledges and agrees that it is the specific intention of the parties
      hereto that the Representative is and shall be a third-party beneficiary of
      the
      provisions of this Agreement pertaining to the Deferred Discount (including
      Section 6(c)) and the Trustee’s obligations under this Agreement with respect
      thereto (but solely of those provisions and solely with respect to such
      obligations of the Trustee) with the same right and power to enforce those
      provisions as either of the parties hereto.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS
      WHEREOF, the parties have duly executed this Investment Management Trust
      Agreement as of the date first written above.

     

     

    
      


      
        	
                AMERICAN
                  STOCK TRANSFER & TRUST 
COMPANY, as Trustee

                 

              
	
                By:

              	___________________________ 
	
                 

              	
                Name

                Title

              


      

      


      
        


        
          	
                  GSC
                    ACQUISITION COMPANY

                   

                
	
                  By:

                	___________________________ 
	
                   

                	
                  Name

                  Title

                


        

        


      

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer

      &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    Attn:
      Herb
      Lemmer, Vice President

     

    Re:  Trust
      Account No.
      [                  ]
      Termination Letter

     

    Ladies
      and
      Gentlemen:

     

    Pursuant
      to Paragraph 3 of the Investment Management Trust Agreement between GSC
      Acquisition Company (the “Company”) and American Stock Transfer & Trust
      Company (the “Trustee”), dated as of
              ,
      2007 (the “Trust Agreement”), this is to advise you that the Company has entered
      into an agreement with
                
to consummate an Initial Business Combination (as defined in the Trust
      Agreement) on or about [insert date].  The Company shall
      notify you at least 48 hours in advance of the actual date of the consummation
      of the Initial Business Combination (the “Consummation
      Date”).  Capitalized terms used but not defined herein shall have the
      meanings given them in the Trust Agreement.

     

    Pursuant
      to Paragraph 2(e) of the Trust Agreement, we are providing you with [an
      affidavit] [a certificate] of
                
verifying the vote of the Company’s stockholders duly approving the Initial
      Business Combination in accordance with the terms of the Company’s Amended and
      Restated Certificate of Incorporation.  The [affidavit] [certificate]
      includes the identities of the Public Stockholders who voted against the Initial
      Business Combination and properly exercised their conversion rights in
      connection therewith.

     

    In
      accordance with the terms of the Trust Agreement, we hereby instruct you to
      commence liquidation of the Trust Account so that on the Consummation Date,
      all
      funds held in the Trust Account will be immediately available for transfer
      to
      the account or accounts that the Company shall direct.

     

    On
      the
      Consummation Date: (i) counsel for the Company shall deliver to you written
      notification that the Initial Business Combination has been consummated, (ii)
      the Company shall deliver to you written instructions with respect to the
      transfer of the funds held in the Trust Account other than the Deferred Discount
      (the “Instruction Letter”) and (iii) the Representative shall deliver to you
      written instructions for delivery of the Deferred Discount.  You are
      hereby directed and authorized to transfer the funds held in the Trust Account
      immediately upon your receipt of written notice from counsel and the Instruction
      Letter, (a) to Public Stockholders who exercised their conversion rights in
      connection with the Initial Business Combination, in an amount equal to their
      

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

    pro
      rata
      share of the amounts in the Trust Account as of two business days prior to
      the
      Consummation Date (including the Deferred Discount and any income actually
      received on the Trust Account balance and held in the Trust Account, but less
      an
      amount equal to estimated taxes that are or will be due on such income at an
      assumed rate of 40%); (b) to the Representative in an amount equal to the
      Deferred Discount as so directed by them, and (c) the remainder in accordance
      with the terms of the Instruction Letter.  In the event that certain
      deposits held in the Trust Account may not be liquidated by the Consummation
      Date without penalty, you will notify the Company of the same, and the Company
      shall direct you as to whether such funds should remain in the Trust Account
      and
      be distributed after the Consummation Date to the Company or be distributed
      immediately and the penalty incurred.  Upon the distribution of all
      the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
      shall be terminated.

     

    In
      the
      event that the Initial Business Combination is not consummated on the
      Consummation Date and we have not notified you on or before the Consummation
      Date of a new date for consummation of the Initial Business Combination that
      is
      to take place within 3 (three) business days of the Consummation Date, then
      the
      funds held in the Trust Account shall be reinvested as provided in Paragraph
      1(c) of the Trust Agreement on the business day immediately following the
      Consummation Date.

     

    
      


      
        	Very
                truly yours,
	 
	
                GSC
                  ACQUISITION COMPANY

                 

              
	
                By:

              	___________________________ 
	
                 

              	
                [NAME]

                Chief
                  Executive Officer

              


      

      
         

         

        
          	AFFIRMED:
	 
	
                  _________________________________ 

                
	
                  [NAME]
Chairman
                    of the Board of Directors

                


        

        
 

      

    

     


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    Attn:
      Herb
      Lemmer, Vice President

     

    Re:  Trust
      Account No.
      [                  ]
      Termination Letter

     

    Ladies
      and
      Gentlemen:

     

    Pursuant
      to Paragraph 3 of the Investment Management Trust Agreement between GSC
      Acquisition Company (the “Company”) and American Stock Transfer & Trust
      Company dated as of
                   ,
      2007 (the “Trust Agreement”), this is to advise you that the Company’s existence
      expired in accordance with the terms of its Amended and Restated Certificate
      of
      Incorporation on [date] and the Company is proceeding
      to dissolve and liquidate. Capitalized terms used but not defined herein shall
      have the meanings given them in the Trust Agreement.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize and
      request that you[: (i) to the extent that there is any interest accrued in
      the
      Trust Account not required to be used to pay income taxes on interest income
      earned on the Trust Account balance in accordance with the Tax Disbursement
      Letter included herewith, which provides a full accounting of Tax Payments
      (as
      defined therein) made by the Company through the date of this letter but not
      yet
      reimbursed by distributions from the Trust, release to us an amount of $______
      (which amount shall not exceed $75,000) to pay costs and expenses incurred
      in
      connection with its dissolution and liquidation; and (ii)] commence liquidation
      of the Trust Account as part of the Company’s plan of dissolution and
      distribution.  In connection with this liquidation, you are hereby
      authorized to establish a record date for the purposes of determining the
      stockholders of record entitled to receive their per share portion of the Trust
      Account.  The record date shall be within ten (10) days of the
      liquidation date, or as soon thereafter as is practicable.  You will
      notify the Company in writing as to when all of the funds in the Trust Account
      will be available for immediate transfer (the “Transfer Date”) in accordance
      with the terms of the Trust Agreement and the Amended and Restated Certificate
      of Incorporation of the Company.

     

    You
      shall
      commence distribution of such funds in accordance with the terms of the Trust
      Agreement and the Amended and Restated Certificate of Incorporation of the
      Company and you shall oversee the distribution of the funds.

     

    

      
        
          
          

        

        
          B-1

          
            

          

        

         

      

    

     

    Upon
      the
      payment of all the funds in the Trust Account, the Trust Agreement shall be
      terminated.

     

    
      


      
        	Very
                truly yours,
	 
	
                GSC
                  ACQUISITION COMPANY

                 

              
	
                By:

              	___________________________ 
	
                 

              	
                [NAME]

                Chief
                  Executive Officer

              


      

      
         

         

        
          	AFFIRMED:
	 
	
                  _________________________________ 

                
	
                  [NAME]
Chairman
                    of the Board of Directors

                


        

        
 

      

    

    



    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    [Letterhead
      of Company]

    


    [Insert
      date]

    


    


    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    Attn:
      Herb
      Lemmer, Vice President

     

    Re:  Trust
      Account No.
      [                  ]
      Tax Disbursement Letter

     

    Ladies
      and
      Gentlemen:

     

    Pursuant
      to the Investment Management Trust Agreement between GSC Acquisition Company
      (the “Company”) and American Stock Transfer & Trust Company dated as of
                     ,
      2007 (the “Trust Agreement”), this is to advise you that the Trust Account, as
      defined in the Trust Agreement, has incurred a total of $_____________________
      in taxes (the “Tax Payments”) for the period from ________ __, 200__ to ________
      __, 200__ (the “Tax Period”) as a result of interest and other income earned on
      the Property, as defined in the Trust Agreement, during the Tax
      Period.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      distribute from the Trust Account proceeds from the Property equal to the
      aggregate Tax Payments on such dates, in such amounts and to such payees as
      indicated on the Schedule of Tax Payments attached hereto as Schedule
      1.

     

    
      


      
        	Very
                truly yours,
	 
	
                GSC
                  ACQUISITION COMPANY

                 

              
	
                By:

              	___________________________ 
	
                 

              	
                [NAME]

                [Title]

              


      

    

     

    
      
        


        
          	
                  Authorized
                    Counsel Signatory:

                
	 
	
                  By:

                	___________________________ 
	
                   

                	
                  [NAME]

                


        

      

       

    


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    SCHEDULE
      OF TAX PAYMENTS

     

    


    
      	
              [Payee]

            
	
              Payment
                Date:

            	 
	
              Amount:

            	 
	
              Address:

            	 
	 	 
	 	 
	 	 
	 	 
	
              [Payee]

            
	
              Payment
                Date:

            	 
	
              Amount:

            	 
	
              Address:

            	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              [Payee]

            
	
              Payment
                Date:

            	 
	
              Amount:

            	 
	
              Address:

            	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    



    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    [Letterhead
      of Company]

    


    [Insert
      date]

    


    


    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    Attn:
      Herb
      Lemmer, Vice President

     

    Re:  Trust
      Account No.
      [                  ]
      Disbursement Letter

     

    Ladies
      and
      Gentlemen:

     

    Pursuant
      to Section 3(ii) of the Investment Management Trust Agreement between GSC
      Acquisition Company (the “Company”) and American Stock Transfer & Trust
      Company dated as of
                 ,
      2007 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust
      Account proceeds from the Property, as defined in the Trust Agreement, equal
      to
      $_______________, to __________________ via wire transfer on ____________,
      200_.

     

    
      
        


        
          	Very
                  truly yours,
	 
	
                  GSC
                    ACQUISITION COMPANY

                   

                
	
                  By:

                	___________________________ 
	
                   

                	
                  [NAME]

                  [Title]

                


        

      

       

      
        
          


          
            	
                    Authorized
                      Counsel Signatory:

                  
	 
	
                    By:

                  	___________________________ 
	
                     

                  	
                    [NAME]

                  


          

        

         

      

    


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    
      	
              
                AUTHORIZED
                  INDIVIDUAL(S)

                FOR
                  TELEPHONE CALL BACK

              

            	 	
              
                AUTHORIZED

                TELEPHONE
                  NUMBER(S)

              

            
	 	 	 
	
              Company:

            	 	 
	 	 	 
	
              GSC
                Acquisition Company

              500
                Campus Drive, Suite 220

              Florham
                Park, NJ 07932

            	 	 
	 	 	 
	
              Attn:
                Peter R. Frank, Chief Executive Officer

            	 	
              (973)
                593-5474

            
	
              Attn:
                Matthew C. Kaufman, President

            	 	
              (212)
                884-6202

            
	 	 	 
	
              Trustee:

            	 	 
	 	 	 
	
              American
                Stock Transfer & Trust Company

              59
                Maiden Lane

              Plaza
                Level

              New
                York, New York 10004

               

            	 	 
	
              Attn:
                Herb Lemmer, Vice President

            	 	
              (718)
                921-8209

            


    

     

    
 


    
      
        
        

      

      
        E-1