Unassociated Document


    EXHIBIT
      10.7

     

    [Amended
      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 $150 million
      or more that GSC Group first becomes aware of after the effective date of the
      Registration Statement.  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,

            


    

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

            	
              any
                entity in which any of the Company’s officers or directors or GSC Group or
                its affiliates has a financial
                interest.

            


    

     

    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 or cash
      payment 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 advances of up to $700,000
      made to the Company by GSCP (NJ) Holdings, L.P., to cover offering-related
      and
      organizational expenses; (ii) a payment of an aggregate of $975,000 per month
      to
      GSCP (NJ) Holdings, L.P., for office space, secretarial and administrative
      services; and (iii) reimbursement for any out-of-pocket expenses related to
      the
      IPO and identifying, investigating and consummating an Initial Business
      Combination.  The undersigned acknowledges that the Company’s Audit
      Committee (or the Company’s Board of Directors in the case of a director who is
      a member of the Company’s Audit Committee) will review and approve all payments
      made to the undersigned, the Company’s officers and directors and the Company’s
      or their affiliates, other than the $7,500 per month payment described in the
      immediately preceding sentence.

     

    (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.

     

    The
      undersigned hereby agrees and
      acknowledges that (i) each of the Underwriters and the Company would be
      irreparably injured in the event of a breach by the undersigned of any of his
      or
      her obligations under this paragraph 3, (ii) monetary damages would not be
      an
      adequate remedy for any such breach, and (iii) the non-breaching party shall
      be
      entitled to injunctive relief, in addition to any other remedy such party may
      have, in the event of such breach.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    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 of 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 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]

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

    
      	
              GSC
                GROUP, INC.

            
	 	 
	
              By:

            	
              _____________________

            
	
              Name:

            
	
              Title:

            


    

     

    
      	
               

              Accepted
                and agreed:

               

              GSC
                ACQUISITION COMPANY

            
	 	 
	
              By:

            	
              _______________________

            
	
              Name:

            
	
              Title:

            


    

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    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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