Exhibit
      10.2

     

    [Form
      of
      Letter Agreement for

    Directors
      and Officers of GSC Acquisition Company]

    


    ,
      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 9 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 officer and/or director 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. In
      the
      event that the Company fails to consummate an Initial Business Combination
      within 24 months from the effective date (the “Effective Date”) of the
      registration statement on Form S-1 (File No. 333-138832) relating to the IPO
      (the “Registration Statement”), the undersigned will take all reasonable actions
      within his or her power to (a) cause the Trust Account to be liquidated and
      distributed to the holders of the IPO Shares as soon as reasonably practicable
      and (b) cause the Company to liquidate as soon as reasonably practicable (the
      earliest date on which the conditions in clauses (a) and (b) are both satisfied
      being the “Liquidation Date”). The undersigned agrees that in connection with
      any cessation of corporate existence of the Company on [_______], 2009, he
      or
      she will cause the Company to adopt a plan of dissolution and distribution
      in
      accordance with Section 281(b) of the General Corporation Law of the State
      of
      Delaware or any successor provision thereto.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2. (a) Neither
      the undersigned, nor any member of the family of 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
      any 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 $7,500 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 other 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 member of the family of 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 not to resign as [Chairman of the Board of
      Directors][Director, Chief Executive Officer and Principal Accounting
      Officer][Director and President][Director] until the earlier of the consummation
      by the Company of an Initial Business Combination or the Liquidation Date.
      [(The
      undersigned acknowledges that the foregoing does not limit in any way the right
      of the Company to terminate the undersigned’s employment at any time, subject to
      any other contractual rights the undersigned may have.)]1 
      The
      undersigned’s biographical information furnished to the Company and attached
      hereto as Exhibit
      A
      is true
      and accurate in all respects, does not omit any material information with
      respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated
      under the Securities Act of 1933, as amended. The undersigned’s NASD
      questionnaire furnished to the Company and the Underwriters and attached hereto
      as Exhibit
      B
      is true
      and accurate in all respects. The undersigned represents and warrants
      that:

     

      
        

      

    

    
      1
        Applicable only to officers.

       

    

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


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

     

    4. [The
      undersigned agrees that, during the period commencing on the Effective Date
      and
      extending until the earlier of the closing of the Company’s Initial Business
      Combination or the Liquidation Date, he or she will not become affiliated as
      an
      officer, director, or stockholder of a blank check company or blind pool
      company; provided,
      however,
      that
      nothing contained herein shall override a person’s fiduciary obligations to any
      entity with which he or she is currently directly or indirectly associated
      or
      affiliated or by whom he or she is currently employed.

     

    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 4, (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 

     

    5. [The
      undersigned agrees that, prior to the consummation of the Initial Business
      Combination, he or she will not propose any amendment to Article Sixth of the
      Company’s Amended and Restated Certificate of Incorporation or support, endorse
      or recommend any proposal that stockholders amend any of these
      provisions.]3 

     

    6. The
      undersigned has full right and power, without violating any agreement by which
      he or she is bound (including, without limitation, any non-competition or
      non-solicitation agreement with any employer or former employer),

    
      

    

        2 This
      section applies only to Mr. Eckert.

        3
      This
      section applies only to directors of the Company.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    to
      enter
      into this letter agreement and serve as [Chairman of the Board of
      Directors][Director, Chief Executive Officer and Principal Accounting
      Officer][Director and President][Director], and hereby consents to being named
      in the Registration Statement as a[n] [officer] [director] of the
      Company.

     

    7. 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]4 

     

    (b) vote
      all
      shares of Common Stock that he or she may acquire in or following the IPO in
      favor of the Initial Business Combination.

     

    8. [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.]5 

     

    9. 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
      18,750 shares of Common Stock owned by the undersigned and acquired prior to
      the
      IPO;]6 
      (iii)
“IPO Shares” shall mean the shares of Common Stock

    
      
 

      4 Applicable
        only to Messrs. Goodwin, McKinnon and Mueller.

       

      5 Applicable
        only to Messrs. Goodwin, McKinnon and Mueller.

       

      6 Applies
        only to Messrs. Goodwin, McKinnon and Mueller.

       

    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    underlying
      the Units issued in the Company’s 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.

     

    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 such person’s
      respective successors, heirs, personal representatives and assigns. This letter
      agreement shall terminate on the earlier of (i) the consummation of an Initial
      Business Combination and (ii) the Liquidation Date; 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]

     

    


     


    
      
        
           

        

        
        

      

      
        5

        
          

        

      

      
        
        

        
        

      

    



    


     

    
      	 
	
              By:

            	
              ___________________________

            
	
              Name:

            
	
              Title:

            


    

    


    


    
      	
              Accepted
                and agreed:

               

              GSC
                ACQUISITION COMPANY

               

            
	
              By:

            	
              ___________________________

            
	
              Name:

            
	
              Title:

            


    

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      A

    


    [Biographical
      Information Furnished to the Company]

    


    



    
      
        
          A-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      B

    


    [NASD
      Questionnaires Furnished to the Company and the Underwriters]

     

     

     

    
      B-1