Unassociated Document


    EXHIBIT
      10.1

     

    [Form
      of
      Letter Agreement for

    GSC
      Secondary Interest Fund, LLC]

    


    ,
      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 (the “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 8 hereof.

     

    In
      order
      to induce the Company and the Underwriters to enter into the Underwriting
      Agreement and to proceed with the IPO, and in recognition of the benefit that
      such IPO will confer upon the undersigned as a stockholder of the Company,
      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.           If
      the Company seeks approval of its stockholders of an Initial Business
      Combination, the undersigned will:

     

    (a)           vote
      any Initial Founder’s Shares owned directly or indirectly by it in accordance
      with the majority of the shares of Common Stock voted by the Company’s Public
      Stockholders in connection with the vote on any Initial Business Combination;
      and

     

    (b)           vote
      any IPO Shares owned directly or indirectly by it in favor of the Initial
      Business Combination.

     

    2.
                 (a)           The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind in or to any distributions of the Trust Account, or to 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    any
      other
      amounts distributed in connection with a liquidating distribution of the
      Company, with respect to its Initial Founder’s Shares (any “Claim”), and hereby
      waives any Claim the undersigned may have in the future as a result of, or
      arising out of, any contracts or agreements with the Company and will not seek
      recourse against the Trust Account for any reason whatsoever; provided
      that the foregoing shall not apply to any IPO Shares acquired by the
      undersigned. The undersigned hereby agrees that the Company shall be entitled
      to
      reimbursement from the undersigned for any distribution of the Trust Account
      or
      any other amounts distributed by the Company in connection with a liquidating
      distribution received by the undersigned with respect to its Initial Founder’s
      Shares.

     

    (b)           In
      the case of the Company’s dissolution and liquidation, the undersigned
      understands that the Company expects that all costs and expenses associated
      with
      implementing the Company’s plan of distribution, as well as payments to any
      creditors, will be funded from amounts remaining out of the $50,000 of proceeds
      from the IPO held outside the Trust Account and from the $2.0 million in
      interest income on the balance of the Trust Account that will be released to
      the
      Company to fund its working capital requirements. The undersigned further
      understands that if those funds are not sufficient to cover the costs and
      expenses associated with implementing the Company’s plan of distribution, to the
      extent that there is any interest accrued in the Trust Account not required
      to
      pay income taxes on interest income earned on the Trust Account balance, the
      Company may request that the Trustee release to it an additional amount of
      up to
      $75,000 of such accrued interest to pay those costs and expenses. Should there
      be no such accrued interest available or should the aforementioned funds still
      not be sufficient, the undersigned hereby agrees to reimburse the Company for
      its out-of-pocket costs associated with its dissolution and liquidation,
      excluding any special, indirect or consequential costs, such as litigation,
      pertaining to the dissolution and liquidation.  The undersigned hereby
      represents and warrants to the Company that it has sufficient funds available
      to
      it to satisfy its obligations under this agreement.

     

    3.           The
      undersigned agrees to indemnify and hold harmless the Company against any and
      all losses, liabilities, claims, damages and expenses whatsoever (including,
      but
      not limited to, any and all legal or other expenses reasonably incurred in
      investigating, preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) (collectively, “Damages”) to which the
      Company may become subject, but only if, and to the extent (i) the claims reduce
      the amounts in the Trust Account available for payment to holders of the IPO
      Shares in the event of a liquidation of the Trust Account and (ii) the claims
      are made by (A) a vendor for services rendered, or products sold, to the
      Company, (B) by a third party with which the Company enters into a contractual
      relationship following consummation of the IPO, or (C) by a prospective target
      business arising out of any negotiations, contracts or agreements with the
      Company, provided that such indemnity shall not apply to 

     

     

    
      
        
        

      

      
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    any
      amounts claimed owed to a third party who executed a valid and enforceable
      waiver of any right, title, interest or claim of any kind in or to the Trust
      Account, or as to any claims under the Company’s obligation to indemnify the
      Underwriters against certain liabilities, including liabilities under the
      Securities Act of 1933, as amended.

     

    4.           (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 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.

     

    5.           The
      undersigned’s NASD questionnaire furnished to the Company and the Underwriters
      and attached hereto as Exhibit A is true and accurate in all respects.
      The undersigned represents and warrants that:

     

    (a)           the
      undersigned is not subject to or a respondent in any legal action for, any
      injunction, cease-and-desist order or order or stipulation to desist or refrain
      from any act or practice relating to the offering of securities in any
      jurisdiction;

     

    (b)           the
      undersigned has never been convicted of or pleaded guilty to any crime (i)
      involving any fraud or (ii) relating to any financial transaction or handling
      of
      funds of another person, or (iii) pertaining to any dealings in any securities
      and the undersigned is not currently a defendant in any such criminal
      proceeding; and

     

    (c)           the
      undersigned has never been suspended or expelled from membership in any
      securities or commodities exchange or association or 

     

     

    
      
        
        

      

      
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    had
      a
      securities or commodities license or registration denied, suspended or
      revoked.

     

    6.           The
      undersigned has full right and power, without violating any agreement by which
      it is bound, to enter into this letter agreement, and hereby consents to being
      named in the registration statement of the Company on Form S-1 (File No.
      333-138832) relating to the IPO (the “Registration Statement”) as a shareholder
      of the Company.

     

    7.           As
      used herein, (i) “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; (ii) “Initial Founder’s Shares” shall mean the
      3,693,750 shares of Common Stock acquired by GSC Secondary Interest Fund, LLC
      prior to the IPO; (iii) “IPO Shares” shall mean the shares of Common Stock
      underlying the Units issued in the IPO; (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; and (v) “Trust Account” shall mean the trust account
      established under the Investment Management Trust Agreement, dated as of the
      date hereof, by and between the Company and American Stock Transfer & Trust
      Company, as trustee (the “Trustee”).

     

    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) the distribution to
      the
      holders of the IPO Shares of the proceeds in the Trust Account and the
      liquidation of the Company; provided that such termination shall not
      relieve the undersigned from liability for any breach of this agreement prior
      to
      its termination, and provided further that paragraph 3 of this
      agreement shall survive a 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


     

     

    
      
        
        

      

      
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    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.

     


    
      
        
        

      

      
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              GSC
                SECONDARY INTEREST FUND, LLC

               

            
	
              By:

            	
              _____________________

            
	
              Name:

            
	
              Title:

            


    

     

    
      	
               

              Accepted
                and agreed:

               

              GSC
                ACQUISITION COMPANY

            
	
              By:

            	
              _______________________

            
	
              Name:

            
	
              Title:

            


    


    
      
        
        

      

      
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    Exhibit
      A

    


    [NASD
      Questionnaire Furnished to the Company and the Underwriters]

    



    
      
        
        

      

      
        A-1