Unassociated Document


    EXHIBIT
      10.10

     

     

    GSC
      ACQUISITION COMPANY

     

    REPURCHASE
      AGREEMENT AND AMENDMENT TO INITIAL FOUNDER’S SECURITIES PURCHASE
      AGREEMENT

     

    THIS
      REPURCHASE AGREEMENT AND AMENDMENT TO INITIAL FOUNDER’S SECURITIES PURCHASE
      AGREEMENT (this “Agreement”), dated as of May 29, 2007, is
      entered into by and between GSC Acquisition Company, a Delaware corporation
      (the
“Company”), and GSC Secondary Interest Fund, LLC, a Delaware
      limited liability company (the “Seller”).

     

    WITNESSETH

     

    WHEREAS,
      the Seller holds 5,386,718 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 (a “Warrant”), and now believes it is in its
      best interests to amend the terms of the IPO, among other things, (i) to
      decrease the number of units being issued and increase by 25% the offering
      price
      of such units, and (ii) to increase by 25% the exercise price of the Warrants
      (including the 4,000,000 initial founder’s warrants to purchase shares of Common
      Stock, with the terms set forth in the form of Warrant Agreement set forth
      as
      Exhibit A hereto (the “Initial Founder’s
      Warrants”));

     

    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 and the Seller still desires to purchase the Initial
      Founder’s Warrants with the terms set forth in the form of Warrant Agreement set
      forth as Exhibit A hereto upon the terms and conditions set forth in the Initial
      Founder’s Securities Purchase Agreement dated as of November 7, 2006 by and
      among the Company and the Seller (the “Initial Founder’s Securities
      Purchase Agreement”) for an aggregate purchase price of
      $4,000,000;

     

    WHEREAS,
      in light of the amended IPO terms, the Company has offered to repurchase from
      the Seller 1,692,968 Shares (the “Subject
      Shares”);

     

    WHEREAS,
      the Seller 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 and agreeing to buy the Initial Founder’s Warrants with the
      revised terms set forth in the form of Warrant Agreement upon the terms and
      conditions set forth herein and in the Initial Founder’s Securities Purchase
      Agreement for an aggregate purchase price of $4,000,000;

     

    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.

     

    The
      Seller
      hereby sells to the Company, and the Company hereby purchases from the Seller,
      free and clear of all liens and encumbrances, the Subject Shares, for a purchase
      price of one dollar ($1.00), the due receipt of which the Seller hereby
      acknowledges. The Seller hereby agrees to surrender the certificates evidencing
      the Subject Shares to the Company, and the Company shall duly cancel such
      certificates and retire the Subject Shares as promptly as
      practicable.  Prior to the closing of the IPO, or as such date may be
      amended from time to time by mutual agreement of the parties, the Company shall
      issue and sell to the Seller and the Seller shall purchase from the Company
      the
      Initial Founder’s Warrants for an aggregate purchase price of $4,000,000, with
      the terms set forth in the form of Warrant Agreement set forth as Exhibit A
      hereto.  Apart from the increase in the Warrant exercise price from
      $6.00 to $7.50 per Share and subject to Section 4 hereof, the provisions of
      the
      Initial Founder’s Securities Purchase Agreement relating to the Initial
      Founder’s Warrants remain in full force and effect.

     

    Section
      2.  Representations
      and Warranties of the Seller.  The Seller hereby represents and
      warrants that:

     

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

     

    (B)  Authorization;
      No Breach.

     

    (i)  The
      execution, delivery and performance of this Agreement have been duly authorized
      by the Seller. This Agreement constitutes a valid and binding obligation of
      the
      Seller, enforceable in accordance with its terms.

     

    (ii)  The
      execution and delivery by the Seller of this Agreement, the sale of the Subject
      Shares and the fulfillment of and 

     

     

    
      
        
        

      

      
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    compliance
      with the respective terms hereof by the Seller, do not and will not as of the
      date hereof (i) conflict with or result in a breach of the terms, conditions
      or
      provisions of, (ii) constitute a default under, (iii) result in a violation
      of,
      or (iv) require any authorization, consent, approval, exemption or other action
      by or notice or declaration to, or filing with, any court or administrative
      or
      governmental body or agency pursuant to the formative documents of the Seller,
      or any material law, statute, rule or regulation to which the Seller is subject,
      or any agreement, order, judgment or decree to which the Seller is subject,
      except for any filings required after the date hereof under federal or state
      securities laws.

     

    (C)  Title
      to Shares.  Seller is the sole record owner of the Subject Shares
      and has the power and right to sell, assign, transfer and deliver to the Company
      good and valid title to, all of the Subject Shares, free and clear of all
      liens.

     

    Section
      3.  Representations,
      Warranties and Covenants of the Company.  As a material
      inducement to the Seller to enter into this Agreement and sell the Subject
      Shares to the Company, the Company hereby represents, warrants and covenants
      to
      the 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 Seller.  The Seller hereby acknowledges
      and agrees that in addition to the transfer restrictions set forth in the
      Initial Founder’s Securities Purchase Agreement and the form of Warrant
      Agreement set forth as Exhibit A hereto, it 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 

     

     

    
      
        
        

      

      
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    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 Initial Founder’s Securities 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 or (ii) any Initial
      Founder’s Warrants, or publicly announce an intention to effect any such
      transaction, until after the Company has consummated its initial Business
      Combination (as defined in the Underwriting Agreement); provided,
however, that notwithstanding anything to the contrary in this Section
      4,
      the Seller may, at any time, transfer Initial Founder’s Shares and Initial
      Founder’s Warrants to Permitted Transferees (as defined in the Warrant
      Agreement) as contemplated by the Initial Founder’s Securities Purchase
      Agreement and the form of Warrant Agreement, respectively.

     

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

     

     

    
      
        
        

      

      
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    (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, agree
      to
      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:

            	
              GSC
                Secondary Interest Fund, LLC

              c/o
                GSC Group

              300
                Campus Drive, Suite 110

              Florham
                Park, NJ  07932

              Fax
                No.: 973-593-5454

            


    

     

     

    
 

    
      
        
        

      

      
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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

            


    

    


    


    


    
      	
              GSC
                SECONDARY INTEREST FUND, LLC

               

            
	
              By:

            	
              GSCP
                (NJ) Holdings, L.P., its sole member

            
	
              By:

            	
              GSCP
                (NJ), Inc., its general partner

            
	 	___________________________
	
              By:

            	
              Matthew
                C. Kaufman

              Managing
                Director