Unassociated Document


    Exhibit
      10.5


    (Form
      Of INDEMNIFICATION AGREEMENT)

     

    This
      Indemnification Agreement (“Agreement”) is made as of ________ __, 2007, by and
      between GSC Acquisition Company, a Delaware corporation (the “Company”), and
      ______________ (“Indemnitee”).

     

    RECITALS

     

    WHEREAS,
      highly competent persons have become more reluctant to serve publicly-held
      corporations as [directors] [officers] or in other capacities unless they are
      provided with adequate protection through insurance or adequate indemnification
      against inordinate risks of claims and actions against them arising out of
      their
      service to and activities on behalf of the corporation;

     

    WHEREAS,
      the Board of Directors of the Company (the “Board”) has determined that, in
      order to attract and retain qualified individuals, the Company will attempt
      to
      maintain on an ongoing basis, at its sole expense, liability insurance to
      protect persons serving the Company and its subsidiaries, if any, from certain
      liabilities. Although the furnishing of such insurance has been a customary
      and
      widespread practice among United States-based corporations and other business
      enterprises, the Company believes that, given current market conditions and
      trends, such insurance may be available to it in the future only at higher
      premiums and with more exclusions. At the same time, directors, officers, and
      other persons in service to corporations or business enterprises are being
      increasingly subjected to expensive and time-consuming litigation relating
      to,
      among other things, matters that traditionally would have been brought only
      against the Company or business enterprise itself. The By-laws and Amended
      and
      Restated Certificate of Incorporation of the Company require indemnification
      of
      the officers and directors of the Company. Indemnitee may also be entitled
      to
      indemnification pursuant to the General Corporation Law of the State of Delaware
      (the “DGCL”). The Amended and Restated Certificate of Incorporation expressly
      provides for the Company to indemnify its officers and directors to the full
      extent permitted by Section 145 of the DGCL, and thereby contemplates that
      contracts may be entered into between the Company and members of the Board
      and
      officers with respect to indemnification;

     

    WHEREAS,
      the uncertainties relating to such insurance and to indemnification have
      increased the difficulty of attracting and retaining such persons;

     

    WHEREAS,
      the Board has determined that the increased difficulty in attracting and
      retaining such persons is detrimental to the best interests of the Company’s
      stockholders and that the Company should act to assure such persons that there
      will be increased certainty of such protection in the future;

     

    WHEREAS,
      it is reasonable, prudent and necessary for the Company contractually to
      obligate itself to indemnify, and to advance expenses on behalf of, such persons
      to the fullest extent permitted by applicable law so that they will serve or
      continue to serve the Company free from undue concern that they will not be
      so
      indemnified;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS,
      this Agreement is a supplement to and in furtherance of the By-laws of the
      Company and any resolutions adopted pursuant thereto, and shall not be deemed
      a
      substitute therefor, nor to diminish or abrogate any rights of Indemnitee
      thereunder;

     

    WHEREAS,
      Indemnitee does not regard the protection available under the Company’s By-laws
      and insurance as adequate in the present circumstances, and may not be willing
      to serve as an officer or director without adequate protection, and the Company
      desires Indemnitee to serve in such capacity. Indemnitee is willing to serve,
      continue to serve and to take on additional service for or on behalf of the
      Company on the condition that he be so indemnified; and

     

    NOW,
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the Company and Indemnitee do hereby covenant and agree as follows:

     

    Section
      1. Services
      to the Company.
      Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee
      may at any time and for any reason resign from such position (subject to any
      other contractual obligation or any obligation imposed by operation of law),
      in
      which event the Company shall have no obligation under this Agreement to
      continue Indemnitee in such position. This Agreement shall not be deemed an
      employment contract between the Company (or any of its subsidiaries or any
      Enterprise) and Indemnitee. Indemnitee specifically acknowledges that
      Indemnitee’s employment with the Company (or any of its subsidiaries or any
      Enterprise), if any, is at will, and the Indemnitee may be discharged at any
      time for any reason, with or without cause, except as may be otherwise provided
      in any written employment contract between Indemnitee and the Company (or any
      of
      its subsidiaries or any Enterprise), other applicable formal severance policies
      duly adopted by the Board, or, with respect to service as a director or officer
      of the Company, by the Company’s Certificate of Incorporation, the Company’s
      By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall
      continue in force after Indemnitee has ceased to serve as an [officer]
      [director] of the Company.

     

    Section
      2. Definitions.
      As used
      in this Agreement:

     

    (a) A
“Change
      in Control” shall be deemed to occur upon the earliest to occur after the date
      of this Agreement of any of the following events: 

     

    i. Acquisition
      of Stock by Third Party. Any Person (as defined below) is or becomes the
      Beneficial Owner (as defined below), directly or indirectly, of securities
      of
      the Company representing forty percent (40%) or more of the combined voting
      power of the Company’s then-outstanding securities;

     

    ii. Change
      in
      Board. During any period of two (2) consecutive years (not including any period
      prior to the execution of this Agreement), individuals who at the beginning
      of
      such period constitute the Board, and any new director (other than a director
      designated by a person who has entered into an agreement with the Company to
      effect a transaction described in Sections 2(a)(i) or 2(a)(iii)) whose election
      by the Board or nomination for election by the Company’s stockholders was
      approved by a vote of at least two-thirds of the directors then still in office
      who either were directors at the beginning of the period or whose election
      or
      nomination for election was previously so approved, cease for any reason to
      constitute at least a majority of the members of the Board; and

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    iii. Corporate
      Transactions. The effective date of a merger or consolidation of the Company
      with any other entity, other than a merger or consolidation which would result
      in the voting securities of the Company outstanding immediately prior to such
      merger or consolidation continuing to represent (either by remaining outstanding
      or by being converted into voting securities of the surviving entity) more
      than
      51% of the combined voting power of the voting securities of the surviving
      entity outstanding immediately after such merger or consolidation and with
      the
      power to elect at least a majority of the board of directors or other governing
      body of such surviving entity.

     

    For
      purposes of this Section 2(a), the following terms shall have the following
      meanings:

     

    (A) “Person”
      shall have the meaning as set forth in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided,
      however,
      that
      Person shall exclude (i) the Company, (ii) any trustee or other fiduciary
      holding securities under an employee benefit plan of the Company, and (iii)
      any
      corporation owned, directly or indirectly, by the stockholders of the Company
      in
      substantially the same proportions as their ownership of stock of the
      Company.

     

    (B) “Beneficial
      Owner” shall have the meaning given to such term in Rule 13d-3 under the
      Exchange Act; provided,
      however,
      that
      Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner
      by reason of the stockholders of the Company approving a merger of the Company
      with another entity.

     

    (b) “Corporate
      Status” describes the status of a person who is or was a director, officer,
      employee or agent of the Company or of any Enterprise.

     

    (c) “Disinterested
      Director” means a director of the Company who is not and was not a party to the
      Proceeding in respect of which indemnification is sought by
      Indemnitee.

     

    (d) “Enterprise”
      shall mean the Company and any other corporation, limited liability company,
      partnership, joint venture, trust, employee benefit plan or other enterprise
      of
      which Indemnitee is or was serving at the request of the Company as a director,
      officer, employee, agent or fiduciary.

     

    (e) “Expenses”
      shall include all reasonable attorneys’ fees, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees,
      and all other disbursements or expenses of the types customarily incurred in
      connection with prosecuting, defending, preparing to prosecute or defend,
      investigating, being or preparing to be a witness in, or otherwise participating
      in, a Proceeding. Expenses also shall include (i) Expenses incurred in
      connection with any appeal resulting from any Proceeding, including without
      limitation the premium, security for, and other costs relating to any cost
      bond,
      supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes
      of Section 13(d) only, Expenses incurred by Indemnitee in connection with the
      interpretation, enforcement or defense of Indemnitee’s rights

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    under
      this
      Agreement, by litigation or otherwise. Expenses, however, shall not include
      amounts paid in settlement by Indemnitee or the amount of judgments or fines
      against Indemnitee.

     

    (f) “Independent
      Counsel” means a law firm, or a member of a law firm, that is experienced in
      matters of corporation law and neither presently is, nor in the past five years
      has been, retained to represent: (i) the Company or Indemnitee in any matter
      material to either such party (other than with respect to matters concerning
      the
      Indemnitee under this Agreement, or of other indemnitees under similar
      indemnification agreements), or (ii) any other party to the Proceeding giving
      rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
      the term “Independent Counsel” shall not include any person who, under the
      applicable standards of professional conduct then prevailing, would have a
      conflict of interest in representing either the Company or Indemnitee in an
      action to determine Indemnitee’s rights under this Agreement. The Company agrees
      to pay the reasonable fees and expenses of the Independent Counsel referred
      to
      above and to fully indemnify such counsel against any and all Expenses, claims,
      liabilities and damages arising out of or relating to this Agreement or its
      engagement pursuant hereto.

     

    (g) The
      term
“Proceeding” shall include any threatened, pending or completed action, suit,
      arbitration, alternate dispute resolution mechanism, investigation, inquiry,
      administrative hearing or any other actual, threatened or completed proceeding,
      whether brought in the right of the Company or otherwise and whether of a civil,
      criminal, administrative legislative, or investigative nature, including any
      appeal therefrom, in which Indemnitee was, is or will be involved as a party,
      potential party, non-party witness or otherwise by reason of the fact that
      Indemnitee is or was a director or officer of the Company, by reason of any
      action taken by him or of any action on his part while acting as director or
      officer of the Company, or by reason of the fact that he is or was serving
      at
      the request of the Company as a director, officer, employee or agent of another
      corporation, limited liability company, partnership, joint venture, trust or
      other enterprise, in each case whether or not serving in such capacity at the
      time any liability or expense is incurred for which indemnification,
      reimbursement, or advancement of expenses can be provided under this Agreement;
      except one initiated by an Indemnitee to enforce his rights under this
      Agreement.

     

    (h) Reference
      to “other enterprise” shall include employee benefit plans; references to
“fines” shall include any excise tax assessed with respect to any employee
      benefit plan; references to “serving at the request of the Company” shall
      include any service as a director, officer, employee or agent of the Company
      which imposes duties on, or involves services by, such director, officer,
      employee or agent with respect to an employee benefit plan, its participants
      or
      beneficiaries; and a person who acted in good faith and in a manner he
      reasonably believed to be in the best interests of the participants and
      beneficiaries of an employee benefit plan shall be deemed to have acted in
      manner “not opposed to the best interests of the Company” as referred to in this
      Agreement.

     

    Section
      3. Indemnity
      in Third-Party Proceedings.
      The
      Company shall indemnify Indemnitee in accordance with the provisions of this
      Section 3 if Indemnitee is, or is threatened to be made, a party to or a
      participant in any Proceeding, other than a Proceeding by or in the right of
      the
      Company to procure a judgment in its favor. Pursuant to this Section 3,
      Indemnitee shall be indemnified to the fullest extent permitted by applicable
      law against all Expenses, judgments, fines and amounts paid
      in settlement actually and reasonably incurred by Indemnitee


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    or
      on his
      behalf in connection with such Proceeding or any claim, issue or matter therein,
      if Indemnitee acted in good faith and in a manner he reasonably believed to
      be
      in or not opposed to the best interests of the Company and, in the case of
      a
      criminal proceeding had no reasonable cause to believe that his conduct was
      unlawful.

     

    Section
      4. Indemnity
      in Proceedings by or in the Right of the Company.
      The
      Company shall indemnify Indemnitee in accordance with the provisions of this
      Section 4 if Indemnitee is, or is threatened to be made, a party to or a
      participant in any Proceeding by or in the right of the Company to procure
      a
      judgment in its favor. Pursuant to this Section 4, Indemnitee shall be
      indemnified to the fullest extent permitted by applicable law against all
      Expenses actually and reasonably incurred by him or on his behalf in connection
      with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
      in good faith and in a manner he reasonably believed to be in or not opposed
      to
      the best interests of the Company. No indemnification for Expenses shall be
      made
      under this Section 4 in respect of any claim, issue or matter as to which
      Indemnitee shall have been finally adjudged by a court to be liable to the
      Company, unless and only to the extent that the Delaware Court of Chancery
      or
      any court in which the Proceeding was brought shall determine upon application
      that, despite the adjudication of liability but in view of all the circumstances
      of the case, Indemnitee is fairly and reasonably entitled to
      indemnification.

     

    Section
      5. Indemnification
      for Expenses of a Party Who is Wholly or Partly Successful.
      Notwithstanding any other provisions of this Agreement, to the fullest extent
      permitted by applicable law and to the extent that Indemnitee is a party to
      (or
      a participant in) and is successful, on the merits or otherwise, in any
      Proceeding or in defense of any claim, issue or matter therein, in whole or
      in
      part, the Company shall indemnify Indemnitee against all Expenses actually
      and
      reasonably incurred by him in connection therewith. If Indemnitee is not wholly
      successful in such Proceeding but is successful, on the merits or otherwise,
      as
      to one or more but less than all claims, issues or matters in such Proceeding,
      the Company shall indemnify Indemnitee against all Expenses actually and
      reasonably incurred by him or on his behalf in connection with each successfully
      resolved claim, issue or matter. If the Indemnitee is not wholly successful
      in
      such Proceeding, the Company also shall indemnify Indemnitee against all
      Expenses reasonably incurred in connection with a claim, issue or matter related
      to any claim, issue, or matter on which the Indemnitee was successful. For
      purposes of this Section and without limitation, the termination of any claim,
      issue or matter in such a Proceeding by dismissal, with or without prejudice,
      shall be deemed to be a successful result as to such claim, issue or
      matter.

     

    Section
      6. Indemnification
      For Expenses of a Witness.
      Notwithstanding any other provision of this Agreement, to the fullest extent
      permitted by applicable law and to the extent that Indemnitee is, by reason
      of
      his Corporate Status, a witness in any Proceeding to which Indemnitee is not
      a
      party, he shall be indemnified against all Expenses actually and reasonably
      incurred by him or on his behalf in connection therewith.

     

    Section
      7. Additional
      Indemnification.

     

    (a) Notwithstanding
      any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee
      to
      the fullest extent permitted by applicable law if Indemnitee is a party to
      or
      threatened to be made a party to any Proceeding (including a Proceeding by
      or in
      the right of 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      Company to procure a judgment in its favor) against all Expenses, judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      Indemnitee in connection with the Proceeding.

     

    (b) For
      purposes of Section 7(a), the meaning of the phrase “to the fullest extent
      permitted by applicable law” shall include, but not be limited to:

     

    i. to
      the
      fullest extent permitted by the provision of the DGCL that authorizes or
      contemplates additional indemnification by agreement, or the corresponding
      provision of any amendment to or replacement of the DGCL, and

     

    ii. to
      the
      fullest extent authorized or permitted by any amendments to or replacements
      of
      the DGCL adopted after the date of this Agreement that increase the extent
      to
      which a corporation may indemnify its officers and directors.

     

    Section
      8. Exclusions.
      Notwithstanding any provision in this Agreement, the Company shall not be
      obligated under this Agreement to make any indemnity in connection with any
      claim: 

     

    (a) for
      which
      payment has actually been made to or on behalf of Indemnitee under any insurance
      policy or other indemnity provision, except with respect to any excess beyond
      the amount paid under such insurance policy or other indemnity provision;
      or

     

    (b) for
      (i) an
      accounting of profits made from the purchase and sale (or sale and purchase)
      by
      Indemnitee of securities of the Company within the meaning of Section 16(b)
      of
      the Exchange Act (as defined in Section 2(a) hereof) or similar provisions
      of
      state statutory law or common law, or (ii) any reimbursement of the Company
      by
      the Indemnitee of any bonus or other incentive-based or equity-based
      compensation or of any profits realized by the Indemnitee from the sale of
      securities of the Company, as required in each case under the Exchange Act
      (including any such reimbursements that arise from an accounting restatement
      of
      the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the
      “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the
      purchase and sale by Indemnitee of securities in violation of Section 306 of
      the
      Sarbanes-Oxley Act), or

     

    (c) except
      as
      provided in Section 13(d) of this Agreement, in connection with any Proceeding
      (or any part of any Proceeding) initiated by Indemnitee, including any
      Proceeding (or any part of any Proceeding) initiated by Indemnitee against
      the
      Company or its directors, officers, employees or other indemnitees, unless
      (i)
      the Board authorized the Proceeding (or any part of any Proceeding) prior to
      its
      initiation or (ii) the Company provides the indemnification, in its sole
      discretion, pursuant to the powers vested in the Company under applicable
      law.

     

    Section
      9. Advances
      of Expenses.
      Notwithstanding any provision of this Agreement to the contrary, the Company
      shall advance, to the extent not prohibited by law, the Expenses incurred by
      Indemnitee in connection with any Proceeding, and such advancement shall be
      made
      within thirty (30) days after the receipt by the Company of a statement or
      statements requesting such advances from time to time, whether prior to or
      after
      final disposition of any Proceeding. Advances shall be unsecured and interest
      free. Advances shall be made without regard to 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Indemnitee’s
      ability to repay the Expenses and without regard to Indemnitee’s ultimate
      entitlement to indemnification under the other provisions of this Agreement.
      Advances shall include any and all reasonable Expenses incurred pursuing an
      action to enforce this right of advancement, including Expenses incurred
      preparing and forwarding statements to the Company to support the advances
      claimed. The Indemnitee shall qualify for advances upon the execution and
      delivery to the Company of this Agreement, which shall constitute an undertaking
      providing that the Indemnitee undertakes to repay the advance to the extent
      that
      it is ultimately determined that Indemnitee is not entitled to be indemnified
      by
      the Company. This Section 9 shall not apply to any claim made by Indemnitee
      for
      which indemnity is excluded pursuant to Section 8.

     

    Section
      10. Procedure
      for Notification and Defense of Claim.

     

    (a) Indemnitee
      shall notify the Company in writing of any matter with respect to which
      Indemnitee intends to seek indemnification or advancement of Expenses hereunder
      as soon as reasonably practicable following the receipt by Indemnitee of written
      notice thereof. The written notification to the Company shall include a
      description of the nature of the Proceeding and the facts underlying the
      Proceeding. To obtain indemnification under this Agreement, Indemnitee shall
      submit to the Company a written request, including therein or therewith such
      documentation and information as is reasonably available to Indemnitee and
      is
      reasonably necessary to determine whether and to what extent Indemnitee is
      entitled to indemnification following the final disposition of such action,
      suit
      or proceeding. The omission by Indemnitee to notify the Company hereunder will
      not relieve the Company from any liability which it may have to Indemnitee
      hereunder or otherwise than under this Agreement, and any delay in so notifying
      the Company shall not constitute a waiver by Indemnitee of any rights under
      this
      Agreement. The Secretary of the Company shall, promptly upon receipt of such
      a
      request for indemnification, advise the Board in writing that Indemnitee has
      requested indemnification.

     

    (b) The
      Company will be entitled to participate in the Proceeding at its own
      expense.

     

    Section
      11. Procedure
      Upon Application for Indemnification.

     

    (a) Upon
      written request by Indemnitee for indemnification pursuant to Section 10(a),
      a
      determination, if required by applicable law, with respect to Indemnitee’s
      entitlement thereto shall be made in the specific case: (i) if a Change in
      Control shall have occurred, by Independent Counsel in a written opinion to
      the
      Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change
      in
      Control shall not have occurred, (A) by a majority vote of the Disinterested
      Directors, even though less than a quorum of the Board, (B) by a committee
      of
      Disinterested Directors designated by a majority vote of the Disinterested
      Directors, even though less than a quorum of the Board, (C) if there are no
      such
      Disinterested Directors or, if such Disinterested Directors so direct, by
      Independent Counsel in a written opinion to the Board, a copy of which shall
      be
      delivered to Indemnitee or (D) if so directed by the Board, by the stockholders
      of the Company; and, if it is so determined that Indemnitee is entitled to
      indemnification, payment to Indemnitee shall be made within ten (10) days after
      such determination. Indemnitee shall cooperate with the person, persons or
      entity making such determination with respect to Indemnitee’s entitlement to
      indemnification, including providing to such person, persons or entity upon
      reasonable advance request any documentation or 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    information
      which is not privileged or otherwise protected from disclosure and which is
      reasonably available to Indemnitee and reasonably necessary to such
      determination. Any costs or Expenses (including attorneys’ fees and
      disbursements) incurred by Indemnitee in so cooperating with the person, persons
      or entity making such determination shall be borne by the Company (irrespective
      of the determination as to Indemnitee’s entitlement to indemnification) and the
      Company hereby indemnifies and agrees to hold Indemnitee harmless
      therefrom.

     

    (b) In
      the
      event the determination of entitlement to indemnification is to be made by
      Independent Counsel pursuant to Section 11(a) hereof, the Independent Counsel
      shall be selected as provided in this Section 11(b). If a Change in Control
      shall not have occurred, the Independent Counsel shall be selected by the Board,
      and the Company shall give written notice to Indemnitee advising him of the
      identity of the Independent Counsel so selected. If a Change in Control shall
      have occurred, the Independent Counsel shall be selected by Indemnitee (unless
      Indemnitee shall request that such selection be made by the Board, in which
      event the preceding sentence shall apply), and Indemnitee shall give written
      notice to the Company advising it of the identity of the Independent Counsel
      so
      selected. In either event, Indemnitee or the Company, as the case may be, may,
      within ten (10) days after such written notice of selection shall have been
      given, deliver to the Company or to Indemnitee, as the case may be, a written
      objection to such selection; provided,
      however,
      that
      such objection may be asserted only on the ground that the Independent Counsel
      so selected does not meet the requirements of “Independent Counsel” as defined
      in Section 2 of this Agreement, and the objection shall set forth with
      particularity the factual basis of such assertion. Absent a proper and timely
      objection, the person so selected shall act as Independent Counsel. If such
      written objection is so made and substantiated, the Independent Counsel so
      selected may not serve as Independent Counsel unless and until such objection
      is
      withdrawn or a court has determined that such objection is without merit. If,
      within twenty (20) days after the later of submission by Indemnitee of a written
      request for indemnification pursuant to Section 10(a) hereof and the final
      disposition of the Proceeding, no Independent Counsel shall have been selected
      and not objected to, either the Company or Indemnitee may petition a court
      of
      competent jurisdiction for resolution of any objection which shall have been
      made by the Company or Indemnitee to the other’s selection of Independent
      Counsel and/or for the appointment as Independent Counsel of a person selected
      by the Court or by such other person as the Court shall designate, and the
      person with respect to whom all objections are so resolved or the person so
      appointed shall act as Independent Counsel under Section 11(a) hereof. Upon
      the
      due commencement of any judicial proceeding or arbitration pursuant to Section
      13(a) of this Agreement, Independent Counsel shall be discharged and relieved
      of
      any further responsibility in such capacity (subject to the applicable standards
      of professional conduct then prevailing).

     

    Section
      12. Presumptions
      and Effect of Certain Proceedings.

     

    (a) In
      making
      a determination with respect to entitlement to indemnification hereunder, the
      person or persons or entity making such determination shall, to the fullest
      extent not prohibited by law, presume that Indemnitee is entitled to
      indemnification under this Agreement if Indemnitee has submitted a request
      for
      indemnification in accordance with Section 10(a) of this Agreement, and the
      Company shall, to the fullest extent not prohibited by law, have the burden
      of
      proof to overcome that presumption in connection with the making by any person,
      persons or entity of any determination contrary to that presumption. Neither
      the
      failure of the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Company
      (including by its directors or independent legal counsel) to have made a
      determination prior to the commencement of any action pursuant to this Agreement
      that indemnification is proper in the circumstances because Indemnitee has
      met
      the applicable standard of conduct, nor an actual determination by the Company
      (including by its directors or independent legal counsel) that Indemnitee has
      not met such applicable standard of conduct, shall be a defense to the action
      or
      create a presumption that Indemnitee has not met the applicable standard of
      conduct.

     

    (b) Subject
      to
      Section 13(e), if the person, persons or entity empowered or selected under
      Section 11 of this Agreement to determine whether Indemnitee is entitled to
      indemnification shall not have made a determination within sixty (60) days
      after
      receipt by the Company of the request therefor, the requisite determination
      of
      entitlement to indemnification shall, to the fullest extent not prohibited
      by
      law, be deemed to have been made and Indemnitee shall be entitled to such
      indemnification, absent (i) a misstatement by Indemnitee of a material fact,
      or
      an omission of a material fact necessary to make Indemnitee’s statement not
      materially misleading, in connection with the request for indemnification,
      or
      (ii) a prohibition of such indemnification under applicable law; provided,
      however,
      that
      such 60-day period may be extended for a reasonable time, not to exceed an
      additional thirty (30) days, if the person, persons or entity making the
      determination with respect to entitlement to indemnification in good faith
      requires such additional time for the obtaining or evaluating of documentation
      and/or information relating thereto; and provided,
      further,
      that the
      foregoing provisions of this Section 12(b) shall not apply (i) if the
      determination of entitlement to indemnification is to be made by the
      stockholders pursuant to Section 11(a) of this Agreement and if (A) within
      fifteen (15) days after receipt by the Company of the request for such
      determination the Board has resolved to submit such determination to the
      stockholders for their consideration at an annual meeting thereof to be held
      within seventy-five (75) days after such receipt and such determination is
      made
      thereat, or (B) a special meeting of stockholders is called within fifteen
      (15)
      days after such receipt for the purpose of making such determination, such
      meeting is held for such purpose within sixty (60) days after having been so
      called and such determination is made thereat, or (ii) if the determination
      of
      entitlement to indemnification is to be made by Independent Counsel pursuant
      to
      Section 11(a) of this Agreement.

     

    (c) The
      termination of any Proceeding or of any claim, issue or matter therein, by
      judgment, order, settlement or conviction, or upon a plea of nolo contendere
      or
      its equivalent, shall not (except as otherwise expressly provided in this
      Agreement) of itself adversely affect the right of Indemnitee to indemnification
      or create a presumption that Indemnitee did not act in good faith and in a
      manner which he reasonably believed to be in or not opposed to the best
      interests of the Company or, with respect to any criminal Proceeding, that
      Indemnitee had reasonable cause to believe that his conduct was
      unlawful.

     

    (d) Reliance
      as Safe Harbor. For purposes of any determination of good faith, Indemnitee
      shall be deemed to have acted in good faith if Indemnitee’s action is based on
      the records or books of account of the Enterprise, including financial
      statements, or on information supplied to Indemnitee by the officers of the
      Enterprise in the course of their duties, or on the advice of legal counsel
      for
      the Enterprise or on information or records given or reports made to the
      Enterprise by an independent certified public accountant or by an appraiser
      or
      other expert selected with the reasonable care by the Enterprise. The provisions
      of this Section 12(d) shall not be deemed to be exclusive or to limit in any
      way
      the other circumstances in which the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Indemnitee
      may be deemed to have met the applicable standard of conduct set forth in this
      Agreement.

     

    (e) Actions
      of
      Others. The knowledge and/or actions, or failure to act, of any director,
      officer, agent or employee of the Enterprise shall not be imputed to Indemnitee
      for purposes of determining the right to indemnification under this
      Agreement.

     

    Section
      13. Remedies
      of Indemnitee.

     

    (a) Subject
      to
      Section 13(e), in the event that (i) a determination is made pursuant to Section
      11 of this Agreement that Indemnitee is not entitled to indemnification under
      this Agreement, (ii) advancement of Expenses is not timely made pursuant to
      Section 9 of this Agreement, (iii) no determination of entitlement to
      indemnification shall have been made pursuant to Section 11(a) of this Agreement
      within ninety (90) days after receipt by the Company of the request for
      indemnification, (iv) payment of indemnification is not made pursuant to Section
      5 or 6 or the last sentence of Section 11(a) of this Agreement within ten (10)
      days after receipt by the Company of a written request therefor, (v) payment
      of
      indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made
      within ten (10) days after a determination has been made that Indemnitee is
      entitled to indemnification, or (vi) in the event that the Company or any other
      person takes or threatens to take any action to declare this Agreement void
      or
      unenforceable, or institutes any litigation or other action or Proceeding
      designed to deny, or to recover from, the Indemnitee the benefits provided
      or
      intended to be provided to the Indemnitee hereunder, Indemnitee shall be
      entitled to an adjudication by a court of his entitlement to such
      indemnification or advancement of Expenses. Alternatively, Indemnitee, at his
      option, may seek an award in arbitration to be conducted by a single arbitrator
      pursuant to the Commercial Arbitration Rules of the American Arbitration
      Association. Indemnitee shall commence such proceeding seeking an adjudication
      or an award in arbitration within 180 days following the date on which
      Indemnitee first has the right to commence such proceeding pursuant to this
      Section 13(a); provided,
      however,
      that the
      foregoing clause shall not apply in respect of a proceeding brought by
      Indemnitee to enforce his rights under Section 5 of this Agreement. The Company
      shall not oppose Indemnitee’s right to seek any such adjudication or award in
      arbitration.

     

    (b) In
      the
      event that a determination shall have been made pursuant to Section 11(a) of
      this Agreement that Indemnitee is not entitled to indemnification, any judicial
      proceeding or arbitration commenced pursuant to this Section 13 shall be
      conducted in all respects as a de novo trial, or arbitration, on the merits
      and
      Indemnitee shall not be prejudiced by reason of that adverse determination.
      In
      any judicial proceeding or arbitration commenced pursuant to this Section 13
      the
      Company shall have the burden of proving Indemnitee is not entitled to
      indemnification or advancement of Expenses, as the case may be.

     

    (c) If
      a
      determination shall have been made pursuant to Section 11(a) of this Agreement
      that Indemnitee is entitled to indemnification, the Company shall be bound
      by
      such determination in any judicial proceeding or arbitration commenced pursuant
      to this Section 13, absent (i) a misstatement by Indemnitee of a material fact,
      or an omission of a material fact necessary to make Indemnitee’s statement not
      materially misleading, in connection with the request for indemnification,
      or
      (ii) a prohibition of such indemnification under applicable law.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company shall, to the fullest extent not prohibited by law, be precluded from
      asserting in any judicial proceeding or arbitration commenced pursuant to this
      Section 13 that the procedures and presumptions of this Agreement are not valid,
      binding and enforceable and shall stipulate in any such court or before any
      such
      arbitrator that the Company is bound by all the provisions of this Agreement.
      It
      is the intent of the Company that the Indemnitee not be required to incur legal
      fees or other Expenses associated with the interpretation, enforcement or
      defense of Indemnitee’s rights under this Agreement by litigation or otherwise
      because the cost and expense thereof would substantially detract from the
      benefits intended to be extended to the Indemnitee hereunder. The Company shall
      indemnify Indemnitee against any and all Expenses and, if requested by
      Indemnitee, shall (within ten (10) days after receipt by the Company of a
      written request therefor) advance, to the extent not prohibited by law, such
      Expenses to Indemnitee, which are incurred by Indemnitee in connection with
      any
      action brought by Indemnitee for indemnification or advance of Expenses from
      the
      Company under this Agreement or under any directors’ and officers’ liability
      insurance policies maintained by the Company, regardless of whether Indemnitee
      ultimately is determined to be entitled to such indemnification, advancement
      of
      Expenses or insurance recovery, as the case may be.

     

    (e) Notwithstanding
      anything in this Agreement to the contrary, no determination as to entitlement
      to indemnification under this Agreement shall be required to be made prior
      to
      the final disposition of the Proceeding.

     

    Section
      14. Non-exclusivity;
      Survival of Rights; Insurance; Subrogation.

     

    (a) The
      rights
      of indemnification and to receive advancement of Expenses as provided by this
      Agreement shall not be deemed exclusive of any other rights to which Indemnitee
      may at any time be entitled under applicable law, the Company’s Certificate of
      Incorporation, the Company’s By-laws, any agreement, a vote of stockholders or a
      resolution of directors, or otherwise. No amendment, alteration or repeal of
      this Agreement or of any provision hereof shall limit or restrict any right
      of
      Indemnitee under this Agreement in respect of any action taken or omitted by
      such Indemnitee in his Corporate Status prior to such amendment, alteration
      or
      repeal. To the extent that a change in Delaware law, whether by statute or
      judicial decision, permits greater indemnification or advancement of Expenses
      than would be afforded currently under the Company’s By-laws, Amended and
      Restated Certificate of Incorporation and this Agreement, it is the intent
      of
      the parties hereto that Indemnitee shall enjoy by this Agreement the greater
      benefits so afforded by such change. No right or remedy herein conferred is
      intended to be exclusive of any other right or remedy, and every other right
      and
      remedy shall be cumulative and in addition to every other right and remedy
      given
      hereunder or now or hereafter existing at law or in equity or otherwise. The
      assertion or employment of any right or remedy hereunder, or otherwise, shall
      not prevent the concurrent assertion or employment of any other right or
      remedy.

     

    (b) To
      the
      extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors, officers, employees, or agents of the Company
      or of any Enterprise, Indemnitee shall be covered by such policy or policies
      in
      accordance with its or their terms to the maximum extent of the coverage
      available for any such director, officer, employee or agent under such policy
      or
      policies. If, at the time of the receipt of a notice of a claim pursuant to
      the
      terms hereof, the Company has director and officer liability insurance in
      effect, the Company shall give prompt notice of the commencement of such
      proceeding to the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    insurers
      in accordance with the procedures set forth in the respective policies. The
      Company shall thereafter take all necessary or desirable action to cause such
      insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
      of
      such proceeding in accordance with the terms of such policies.

     

    (c) In
      the
      event of any payment under this Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who
      shall execute all papers required and take all action necessary to secure such
      rights, including execution of such documents as are necessary to enable the
      Company to bring suit to enforce such rights.

     

    (d) The
      Company’s obligation to indemnify or advance Expenses hereunder in respect of
      Indemnitee’s service to an Enterprise shall be reduced by any amount Indemnitee
      has actually received as indemnification or advancement of Expenses from such
      Enterprise.

     

    Section
      15. Duration
      of Agreement.
      This
      Agreement shall continue until and terminate upon the later of: (a) ten (10)
      years after the date that Indemnitee shall have ceased to serve as a [director]
      [officer] of the Company or (b) one (1) year after the final termination of
      any
      Proceeding then pending in respect of which Indemnitee is granted rights of
      indemnification or advancement of Expenses hereunder and of any proceeding
      commenced by Indemnitee pursuant to Section 13 of this Agreement relating
      thereto. This Agreement shall be binding upon the Company and its successors
      and
      assigns and shall inure to the benefit of Indemnitee and his heirs, executors
      and administrators.

     

    Section
      16. Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever: (a) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including without
      limitation, each portion of any Section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable, that is not itself
      invalid, illegal or unenforceable) shall not in any way be affected or impaired
      thereby and shall remain enforceable to the fullest extent permitted by law;
      (b)
      such provision or provisions shall be deemed reformed to the extent necessary
      to
      conform to applicable law and to give the maximum effect to the intent of the
      parties hereto; and (c) to the fullest extent possible, the provisions of this
      Agreement (including, without limitation, each portion of any Section of this
      Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that is not itself invalid, illegal or unenforceable) shall
      be
      construed so as to give effect to the intent manifested thereby.

     

    Section
      17. Enforcement.

     

    (a) The
      Company expressly confirms and agrees that it has entered into this Agreement
      and assumed the obligations imposed on it hereby in order to induce Indemnitee
      to serve as a director or officer of the Company, and the Company acknowledges
      that Indemnitee is relying upon this Agreement in serving as a director or
      officer of the Company.

     

    
      (b) This
        Agreement constitutes the entire agreement between the parties hereto with
        respect to the subject matter hereof and supersedes all prior agreements
        and
        understandings, oral, written and implied, between the parties hereto with
        respect to the subject matter hereof; provided,
        however,
        that
        this Agreement is a supplement to and in furtherance of 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      Certificate of Incorporation of the Company, the By-laws of the Company and
      applicable law, and shall not be deemed a substitute therefor, nor to diminish
      or abrogate any rights of Indemnitee thereunder.

     

    Section
      18. Modification
      and Waiver.
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by the parties thereto. No waiver of any of the provisions
      of this Agreement shall be deemed or shall constitute a waiver of any other
      provisions of this Agreement nor shall any waiver constitute a continuing
      waiver.

     

    Section
      19. Notice
      by Indemnitee.
      Indemnitee agrees promptly to notify the Company in writing upon being served
      with any summons, citation, subpoena, complaint, indictment, information or
      other document relating to any Proceeding or matter which may be subject to
      indemnification or advancement of Expenses covered hereunder. The failure of
      Indemnitee to so notify the Company shall not relieve the Company of any
      obligation which it may have to the Indemnitee under this Agreement or
      otherwise.

     

    Section
      20. Notices.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given if (a) delivered
      by
      hand and receipted for by the party to whom said notice or other communication
      shall have been directed, (b) mailed by certified or registered mail with
      postage prepaid, on the third business day after the date on which it is so
      mailed, (c) mailed by reputable overnight courier and receipted for by the
      party
      to whom said notice or other communication shall have been directed or (d)
      sent
      by facsimile transmission, with receipt of oral confirmation that such
      transmission has been received:

     

    (a) If
      to
      Indemnitee, at the address indicated on the signature page of this Agreement,
      or
      such other address as Indemnitee shall provide to the Company.

     

    (b) If
      to the
      Company, to

     

    GSC
      Acquisition Company

    500
      Campus
      Drive, Suite 220

    Florham
      Park, NJ 07932

    Attention:
      Corporate Secretary

     

    or
      to any
      other address as may have been furnished to Indemnitee by the
      Company.

     

    Section
      21. Contribution.
      To the
      fullest extent permissible under applicable law, if the indemnification provided
      for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
      the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
      incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes,
      amounts paid or to be paid in settlement and/or for Expenses, in connection
      with
      any claim relating to an indemnifiable event under this Agreement, in such
      proportion as is deemed fair and reasonable in light of all of the circumstances
      of such Proceeding in order to reflect (i) the relative benefits 
      received
        by the Company and Indemnitee as a result of the event(s) and/or transaction(s)
        giving cause to such Proceeding; and/or (ii) the relative fault of the Company
        (and its directors, officers, employees and agents) and Indemnitee in connection
        with such event(s) and/or transaction(s).

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      22. Applicable
      Law and Consent to Jurisdiction.
      This
      Agreement and the legal relations among the parties shall be governed by, and
      construed and enforced in accordance with, the laws of the State of Delaware,
      without regard to its conflict of laws rules. Except with respect to any
      arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement,
      the Company and Indemnitee hereby irrevocably and unconditionally (i) agree
      that
      any action or proceeding arising out of or in connection with this Agreement
      shall be brought only in the Chancery Court of the State of Delaware (the
“Delaware Court”), and not in any other state or federal court in the United
      States of America or any court in any other country, (ii) consent to submit
      to
      the exclusive jurisdiction of the Delaware Court for purposes of any action
      or
      proceeding arising out of or in connection with this Agreement, (iii) waive
      any
      objection to the laying of venue of any such action or proceeding in the
      Delaware Court, and (iv) waive, and agree not to plead or to make, any claim
      that any such action or proceeding brought in the Delaware Court has been
      brought in an improper or inconvenient forum.

     

    Section
      23. Identical
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original but all of which together shall
      constitute one and the same Agreement. Only one such counterpart signed by
      the
      party against whom enforceability is sought needs to be produced to evidence
      the
      existence of this Agreement.

     

    Section
      24. Miscellaneous.
      Use of
      the masculine pronoun shall be deemed to include usage of the feminine pronoun
      where appropriate. The headings of the paragraphs of this Agreement are inserted
      for convenience only and shall not be deemed to constitute part of this
      Agreement or to affect the construction thereof.

     

    IN
      WITNESS
      WHEREOF, the parties have caused this Agreement to be signed as of the day
      and
      year first above written.

     

    
      
        
          
            
              	
                      GSC
                        ACQUISITION COMPANY

                    	 	
                      INDEMNITEE

                    
	 	 	 	 	 
	 	 	 	 	 
	
                      By: 

                    	 	 	 
	
                      Name:

                    	 	 	
                      Name:

                    	 
	
                      Office:

                    	 	 	
                      Address: