Amended Form of Right of First Review Agreement for GSC Group, Inc.]
EXHIBIT
10.7
[Amended
Form of Right of First Review Agreement for GSC Group, Inc.]
,
2007
GSC
Acquisition Company
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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 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 5 hereof.
In
order
to induce the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the IPO 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. The
undersigned agrees that from the effective date of the Registration Statement
until the earlier of (i) the consummation of the Initial Business Combination
or
(ii) [ ], 2009 [24 months from
the effective date of the Registration Statement], the Company shall have the
right of first review (the “Right of First Review”) with respect to business
combination opportunities of GSC Group with an enterprise value of $150 million
or more that GSC Group first becomes aware of after the effective date of the
Registration Statement. The undersigned will first offer, and will
cause each other business entity within the GSC Group to first offer (subject
to
any fiduciary obligations members of management or members of the board of
directors of such other entities may have), any such business opportunity to
the
Company and the undersigned will not, and will cause each other business entity
within the GSC Group and each fund and other investment vehicle managed by
GSC
Group not to, pursue such business opportunity unless and until the Company’s
board of directors has determined for any reason that the Company will not
pursue such opportunity. Notwithstanding the foregoing, the Right of
First Review shall not include, and
neither
the undersigned nor any other business entity within GSC Group shall be required
to first offer to the Company:
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any
investment opportunities in respect of companies in bankruptcy, or
financially or operationally distressed
companies,
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companies
targeted for acquisition by any company in which an investment vehicle
managed by GSC Group has an equity investment,
and
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any
entity in which any of the Company’s officers or directors or GSC Group or
its affiliates has a financial
interest.
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2. (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 (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 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.
3. The
undersigned agrees that it will not, and will cause each other business entity
that is part of GSC Group not to, become affiliated with any other blank check
company until the earlier of (i) the Initial Business Combination and (ii)
the
Company’s liquidation.
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 3, (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.
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4. The
undersigned has full right and power, without violating any agreement by which
it is bound, to enter into this letter agreement.
5. As
used herein, (i) “GSC Group” shall mean the undersigned and the other business
entities that collectively do business under the name of GSC Group, as listed
on
Schedule A hereto; (ii) “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; (iii) “IPO Shares” shall mean the
shares of Common Stock underlying the Units issued in the IPO; and (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.
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)
[ ], 2009 [24 months from the
effective date of the Registration Statement]; 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]
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GSC
GROUP, INC.
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By:
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_____________________
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Name:
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Title:
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Accepted
and agreed:
GSC
ACQUISITION COMPANY
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By:
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_______________________
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Name:
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Title:
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Schedule
A
GSC
Group,
Inc.
GSCP
(NJ),
Inc.
GSCP
(NJ),
L.P.
GSCP
(NJ)
Holdings, L.P.
GSC
Secondary Interest Fund, LLC
GSCP,
LLC
GSC
Group
Limited
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