Unassociated Document


    Exhibit
      4.1

     

    
      [SPECIMEN
        UNIT CERTIFICATE]



    
      	
              No.__________

              
CUSIP
                NO.

              _____________

            	
              [GSC
                ACQUISITION COMPANY]

              Incorporated
                under the Laws of the State of Delaware

            	
              _______
                UNIT(S)

            
	 
	
              UNIT(S)
                EACH CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT
                TO
PURCHASE ONE SHARE OF COMMON STOCK

            
	 
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS


            


    

     

    


     

    THIS
      CERTIFIES THAT ____________________________________________ IS THE OWNER
      OF_________________________________________________________________________
      UNIT(S). Each Unit (“Unit”) consists of one (1) share of common stock, par value
      $0.001 per share (“Common Stock”), of GSC Acquisition Company, a Delaware
      corporation (the “Corporation”), and one warrant (each, a “Warrant”). Each
      Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50
      per share (subject to adjustment). The Common Stock and Warrant comprising
      each
      Unit represented by this certificate are not transferable separately prior
      to
      five business days following the earlier to occur of the expiration of the
      underwriters’ over-allotment option and the exercise in full by the underwriters
      of such option. The terms of the Warrants are governed by a warrant agreement
      (the “Warrant Agreement”) between the Corporation and American Stock Transfer
& Trust Company dated as of
      [         ], 2007, as amended, restated
      or supplemented from time to time, and are subject to the terms and provisions
      contained therein, all of which terms and provisions the holder of this
      certificate consents to by acceptance hereof. Copies of the Warrant Agreement
      are on file at the office of the Corporation, and are available to any Warrant
      holder on written request and without cost. 

     

    WITNESS
      the seal of the Corporation and the facsimile signature of its duly authorized
      officer. 

     

    Dated:              
       ,
      2007

     

    
      	 	
              [GSC
                ACQUISITION COMPANY]

               

              CORPORATE
                SEAL

              2007

              Delaware

            	
              ________________________

              Authorized
                Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations: 

     

    
      	
              TEN
                COM

            	
              as
                tenants in common

            	
              Unif
                Gift Min Act -      

            	
              ________
                Custodian __________

            
	 	 	 	 
	
              TEN
                ENT

            	
              tenants
                by the entireties

            	 	
                 (Cust)                     
                 (Minor)

            
	 	 	 	 
	
              JT
                TEN

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              Under
                Uniform Gifts to Minors
Act: ____________________

                                
                (State)

            


    

     

    Additional
      abbreviations may also be used though not in the above list. 

     

    GSC
      Acquisition Company

     

    The
      Corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative participating, optional or other
      special rights of each class of stock or series thereof of the Corporation
      and
      the qualifications, limitations, or restrictions of such preferences and/or
      rights. This certificate and the Units represented hereby are issued and shall
      be held subject to the terms and conditions applicable to the securities
      underlying and comprising the Units.

     

    For
      Value
      Received,                      
hereby sells, assigns and transfers unto 

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
      NUMBER OF ASSIGNEE 

     

    __________________________________

     

    
      _______________________________________________________________________________________________
(PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

     

    Units
      represented by the within Certificate, and do hereby irrevocably constitute
      and
      appoint _________________ Attorney, to transfer the said Units on the books
      of
      the within named Corporation with full power of substitution in the premises.
      

     

    
      	
              Dated
                __________________

            	
              By:

            
	 	
              NOTICE:
                THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
                WRITTEN
                UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                OR ENLARGEMENT OR ANY CHANGE
                WHATEVER.