Unassociated Document


     

     

    EXHIBIT
      10.11

     

    GSC
      ACQUISITION COMPANY

     

    REPURCHASE
      AGREEMENT

     

    THIS
      REPURCHASE AGREEMENT (this “Agreement”), dated as of May 29,
      2007, is entered into by and between GSC Acquisition Company, a Delaware
      corporation (the “Company”), James K. Goodwin, Edward A.
      Mueller, and Richard A. McKinnon (each a “Seller” and
      collectively the “Sellers”).

     

    WITNESSETH

     

    WHEREAS,
      each Seller holds 27,344 shares of the Company’s common stock, par value $0.001
      per share (a “Share”);

     

    WHEREAS,
      the Company has filed a registration statement (the “Registration
      Statement”) for its initial public offering of units (the
“IPO”), each unit consisting of one Share and one warrant
      to
      purchase one Share, and now believes it is in its best interests to amend the
      terms of the IPO, among other things, to decrease the number of units being
      issued and increase by 25% the offering price of such units;

     

    WHEREAS,
      the Company still wishes the shares being sold to the public as part of the
      units to represent approximately 80% of its outstanding share capital following
      consummation of the IPO;

     

    WHEREAS,
      in light of the amended IPO terms, the Company has offered to repurchase from
      each Seller the number of Shares set forth opposite the name of such Seller
      on
      Schedule A hereto (the “Subject Shares”);

     

    WHEREAS,
      the Sellers believes it is in the best interest of the Company and its
      shareholders to proceed with the IPO on the amended terms, and wishes to
      facilitate this by selling the Subject Shares back to the Company on the terms
      and conditions set forth herein;

     

    NOW
      THEREFORE, in consideration of the mutual promises contained in this Agreement
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties to this Agreement hereby agree as
      follows:

     

    Section
      1.  Purchase
      and Sale.

     

    Each
      Seller hereby sells to the Company, and the Company hereby purchases from each
      Seller, free and clear of all liens and encumbrances, the Subject Shares set
      forth opposite the name of such Seller on Schedule A hereto, 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    for
      a
      purchase price of one dollar ($1.00) to each Seller, the due receipt of which
      each Seller hereby acknowledges. The Sellers hereby agree to surrender the
      certificates evidencing the Subject Shares set forth opposite the name of such
      Seller on Schedule A hereto to the Company, and the Company shall duly cancel
      such certificates and retire the Subject Shares as promptly as
      practicable.

     

    Section
      2.  Representations
      and Warranties of the Sellers.  Each Seller severally and not
      jointly hereby represents and warrants that:

     

    (A)  State
      Law Compliance.  Such Seller has engaged in the transactions
      contemplated by this Agreement within a state in which the offer and sale of
      the
      Subject Shares is permitted under applicable securities laws.

     

    (B)  Authorization.  This
      Agreement constitutes a valid and binding obligation of such Seller, enforceable
      in accordance with its terms.

     

    (C)  Title
      to Shares.  Such Seller is the sole record owner of the Subject
      Shares set forth opposite the name of such Seller on Schedule A hereto and
      has
      the power and right to sell, assign, transfer and deliver to the Company good
      and valid title to, all such Subject Shares, free and clear of all
      liens.

     

    Section
      3.  Representations,
      Warranties and Covenants of the Company.  As a material
      inducement to each Seller to enter into this Agreement and sell the Subject
      Shares set forth opposite the name of such Seller on Schedule A hereto to the
      Company, the Company hereby represents, warrants and covenants to each Seller
      that:

     

    (A)  Organization
      and Corporate Power.  The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the State
      of
      Delaware. The Company possesses all requisite corporate power and authority
      necessary to carry out the transactions contemplated by this
      Agreement.

     

    (B)  Authorization;
      No Breach.

     

    (i)  This
      Agreement constitutes a valid and binding obligation of the Company, enforceable
      in accordance with its terms.

     

    (ii)  The
      execution and delivery by the Company of this Agreement and the fulfillment
      of
      and compliance with the respective terms hereof by the Company do not and shall
      not as of the date hereof conflict with or result in a breach of the terms,
      conditions or provisions of any agreement, instrument, order, judgment or decree
      to which the Company is subject.

     

    Section
      4.
      Further Agreements of the Sellers.  Each Seller severally and not
      jointly hereby acknowledges and agrees that in addition to the transfer


     

     

    
      
        
        

      

      
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    restrictions
      set forth in the Purchase Agreement by and among the Company, GSC Secondary
      Interest Fund, LLC, a Delaware limited liability company, and such Seller,
      dated
      as of December 12, 2006 (in the case of Messrs. Goodwin and Mueller) or December
      21, 2006 (in the case of Mr. McKinnon), as the case may be (each, an
“Initial Founder’s Shares Purchase Agreement”), such Seller
      will not (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 Seller or any affiliate of the Seller or any
      person in privity with the Seller or any affiliate of the Seller), directly
      or
      indirectly, including the participation in the filing of a registration
      statement with the Securities and Exchange Commission 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, (i) any Initial Founder’s Shares (as defined
      in the applicable Initial Founder’s Shares Purchase Agreement), or publicly
      announce an intention to effect any such transaction, for a period of three
      years after the date on which the IPO is consummated; provided,
however, that notwithstanding anything to the contrary in this Section
      4,
      such Seller may, at any time, transfer Initial Founder’s Shares to permitted transferees as contemplated
      by
      the Initial Founder’s
      Shares Purchase
      Agreement.

     

    Section
      5.  Survival
      of Representations and Warranties.  All of the representations
      and warranties contained herein shall survive the date of this
      Agreement.

     

    Section
      6.  Miscellaneous.

     

    (A)  Successors
      and Assigns.  Except as otherwise expressly provided herein, all
      covenants and agreements contained in this Agreement by or on behalf of any
      of
      the parties hereto shall bind and inure to the benefit of the respective
      successors and assigns of the parties hereto whether so expressed or not.
      Notwithstanding the foregoing or anything to the contrary herein, the parties
      may not assign this Agreement.

     

    (B)  Severability.  Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be prohibited by or invalid 

     

     

    
      
        
        

      

      
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    under
      applicable law, such provision shall be ineffective only to the extent of such
      prohibition or invalidity, without invalidating the remainder of this
      Agreement.

     

    (C)  Counterparts.  This
      Agreement may be executed in counterparts, all of which taken together shall
      constitute one and the same Agreement.

     

    (D)  Descriptive
      Headings; Interpretation.  The descriptive headings of this
      Agreement are inserted for convenience only and do not constitute a substantive
      part of this Agreement. The use of the word “including” in this Agreement shall
      be by way of example rather than by limitation.

     

    (E)  Governing
      Law.  This Agreement shall be deemed to be a contract made under
      the laws of the State of New York and for all purposes shall be construed in
      accordance with the internal laws of said State. The parties agree that, all
      actions and proceedings arising out of this Agreement or any of the transactions
      contemplated hereby, shall be brought in the United States District Court for
      the Southern District of New York or in a New York State Court in the County
      of
      New York and that, in connection with any such action or proceeding, submit
      to
      the jurisdiction of, and venue in, such court. Each of the parties hereto also
      irrevocably waives all right to trial by jury in any action, proceeding or
      counterclaim arising out of this Agreement or the transactions contemplated
      hereby.

     

    (F)  Notices.  All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been given when delivered personally to the recipient, sent
      to
      the recipient by reputable overnight courier service (charges prepaid) or mailed
      to the recipient by certified or registered mail, return receipt requested
      and
      postage prepaid. Such notices, demands and other communications shall be
      sent:

     

    
      	
              If
                to the Company:

            	
              GSC
                Acquisition Company

              500
                Campus Drive, Suite 220

              Florham
                Park, NJ 07932

              Fax
                No.: 973-437-1037

            
	 	 
	
              With
                a copy to:

            	
              Deanna
                L. Kirkpatrick

              Davis
                Polk & Wardwell

              450
                Lexington Avenue

              New
                York, NY  10017

              Fax
                No.: 212-450-3135

            
	 	 
	
              If
                to the Seller:

            	
              To
                the address set forth under the name

              of
                such Purchaser in Schedule A hereto

            


    

     

     

    
      
        
        

      

      
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    or
      to such
      other address or to the attention of such other person as the recipient party
      has specified by prior written notice to the sending party.

     

    (G)  No
      Strict Construction.  The parties hereto have participated
      jointly in the negotiation and drafting of this Agreement. In the event an
      ambiguity or question of intent or interpretation arises, this Agreement shall
      be construed as if drafted jointly by the parties hereto, and no presumption
      or
      burden of proof shall arise favoring or disfavoring any party by virtue of
      the
      authorship of any of the provisions of this Agreement.

     


    
      
        
        

      

      
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    IN
      WITNESS
      WHEREOF, the parties hereto have executed this Repurchase Agreement on the
      date
      first written above.

    


    


    
      	
              GSC
                ACQUISITION COMPANY

               

            
	 	_________________________ 
	
              By:

            	
              Matthew
                C. Kaufman

              President
                and Secretary

            


    

    


    


    


    
      	
              JAMES
                K. GOODWIN

               

            
	 	_________________________
	 	 


    

    


    


    


    
      	
              RICHARD
                ANTHONY MCKINNON

               

            
	 	_________________________
	 	 


    

    


    


    


    
      	
              EDWARD
                A. MUELLER

               

            
	 	_________________________
	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    


    
      	
              James
                K. Goodwin

              5
                Stone Fence Lane

              Stamford,
                CT 06903

              Fax:
                203-461-9753

            	8,594
	 	 
	
              Richard
                Anthony McKinnon

              4044
                Druid Lane

              Dallas,
                Texas 75205

            	8,594
	 	 
	
              Edward
                A. Mueller

              3650
                Paradise Drive

              Tiburon,
                CA 94920

            	8,594