GSC Acquisition Company 15,000,000 Units1 Common Stock Warrants [FORM OF UNDERWRITING AGREEMENT]Underwriting Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
GSC Acquisition Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 15,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defi
Form Of INDEMNIFICATION AGREEMENT)Indemnification Agreement • April 17th, 2007 • GSC Acquisition Co • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 2007, by and between GSC Acquisition Company, a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
FORM OF WARRANT AGREEMENT] GSC ACQUISITION COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent _______________________________ WARRANT AGREEMENT Dated as of [ ], 2007Warrant Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENT)Registration Rights Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2007, by and among GSC ACQUISITION COMPANY, a Delaware corporation (the “Company”) and the Persons listed on Schedule I hereto (each, a “Founder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
Pursuant to Section 3(ii) of the Investment Management Trust Agreement between GSC Acquisition Company (the “Company”) and American Stock Transfer & Trust Company dated as of , 2007 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $_______________, to __________________ via wire transfer on ____________, 200_.
Form of Letter Agreement forLetter Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
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.
GSC ACQUISITION COMPANY REPURCHASE AGREEMENTRepurchase Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
THIS REPURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2007, is entered into by and between GSC Acquisition Company, a Delaware corporation (the “Company”), James K. Goodwin, Edward A. Mueller, and Richard A. McKinnon (each a “Seller” and collectively the “Sellers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • GSC Acquisition Co • Blank checks • Pennsylvania
EMPLOYMENT AGREEMENT (the “Agreement”) dated May 9, 2008 is made and executed to be effective as of the Closing Date, by and between CEP Operating Company LLC, a Delaware Limited Liability Company (“CEP OPCO”), GSC Acquisition Company, a Delaware Corporation (“GSCAC”) (CEP OPCO, GSCAC and their respective Subsidiaries are collectively referred to herein as the “Company”) and Lori A. Cuervo (“Executive”). Defined terms used herein have the meaning attributed thereto in the text hereof or, if not so defined, as set forth in Section 12.
GSC ACQUISITION COMPANY INITIAL FOUNDER’S SHARES TRANSFER AGREEMENTInitial Founder’s Shares Transfer Agreement • June 25th, 2008 • GSC Acquisition Co • Blank checks • New York
THIS INITIAL FOUNDER’S SHARES TRANSFER AGREEMENT (this “Agreement”), dated as of June 24, 2008, is entered into by and among GSC Acquisition Company, a Delaware corporation (the “Company”), GSC Secondary Interest Fund, LLC, a Delaware limited liability company (the “Transferor”) and Richard W. Detweiler (the “Transferee”).
WAIVER AGREEMENTWaiver Agreement • February 27th, 2009 • GSC Acquisition Co • Electric services • New York
WAIVER AGREEMENT (“Waiver Agreement”) dated as of February 25, 2009 among GSC ACQUISITION COMPANY, a Delaware corporation (“GSCAC”), GSCAC Holdings I LLC, a Delaware limited liability company (“Holdco Sub”), GSCAC Holdings II LLC, a Delaware limited liability company (“Holdco Sub2”), GSCAC Merger Sub LLC, a Delaware limited liability company (“Merger Sub” and together with GSCAC, Holdco Sub and Holdco Sub2, the “GSCAC Parties”), and COMPLETE ENERGY HOLDINGS, LLC, a Delaware limited liability company (“CEH”).
Form of Right of First Review Agreement for GSC Group, Inc.]Right of First Review Agreement • January 16th, 2007 • GSC Acquisition Co • Blank checks • New York
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.
Form of Letter Agreement for GSC Secondary Interest Fund, LLC]Underwriting Agreement • May 29th, 2007 • GSC Acquisition Co • Blank checks • New York
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.
FORM OF WARRANT AGREEMENT] GSC ACQUISITION COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of [ ], 2007Warrant Agreement • November 20th, 2006 • GSC Acquisition Co • New York
WARRANT AGREEMENT dated as of [ ], 2007, between GSC Acquisition Company, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
GSC ACQUISITION COMPANY REPURCHASE AGREEMENT AND AMENDMENT TO INITIAL FOUNDER’S SECURITIES PURCHASE AGREEMENTRepurchase Agreement • May 29th, 2007 • GSC Acquisition Co • Blank checks • New York
THIS REPURCHASE AGREEMENT AND AMENDMENT TO INITIAL FOUNDER’S SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2007, is entered into by and between GSC Acquisition Company, a Delaware corporation (the “Company”), and GSC Secondary Interest Fund, LLC, a Delaware limited liability company (the “Seller”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2007 • GSC Acquisition Co • Blank checks • New York
Pursuant to Section 3(ii) of the Investment Management Trust Agreement between GSC Acquisition Company (the “Company”) and American Stock Transfer & Trust Company dated as of June 25, 2007 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $_______________, to __________________ via wire transfer on ____________, 200_.
NON-SOLICITATION, NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTNon-Solicitation, Nondisclosure and Confidentiality Agreement • May 12th, 2008 • GSC Acquisition Co • Blank checks • Texas
THIS AGREEMENT is made on May 9, 2008 between GSC Acquisition Company, a Delaware corporation (the “Company”) and Peter J. Dailey (“PJD”).
GSC ACQUISITION COMPANY INITIAL FOUNDER’S SHARES PURCHASE AGREEMENTInitial Founder’s Shares Purchase Agreement • March 22nd, 2007 • GSC Acquisition Co • Blank checks • New York
THIS INITIAL FOUNDER’S SHARES PURCHASE AGREEMENT (this “Agreement”), dated as of December 12, 2006, is entered into by and among GSC Acquisition Company, a Delaware corporation (the “Company”), GSC Secondary Interest Fund, LLC, a Delaware limited liability company (the “Seller”) and Edward A. Mueller and James K. Goodwin (each a “Purchaser” and collectively the “Purchasers”).
CONSENT, EXCHANGE AND PREEMPTIVE RIGHTS AGREEMENTConsent, Exchange and Preemptive Rights Agreement • May 12th, 2008 • GSC Acquisition Co • Blank checks • New York
GSC ACQUISITION COMPANY INITIAL FOUNDER’S SHARES PURCHASE AGREEMENTInitial Founder’s Shares Purchase Agreement • March 22nd, 2007 • GSC Acquisition Co • Blank checks • New York
THIS INITIAL FOUNDER’S SHARES PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2006, is entered into by and among GSC Acquisition Company, a Delaware corporation (the “Company”), GSC Secondary Interest Fund, LLC, a Delaware limited liability company (the “Seller”) and Richard Anthony McKinnon (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER among GSC ACQUISITION COMPANY GSCAC HOLDINGS I LLC GSCAC HOLDINGS II LLC GSCAC MERGER SUB LLC and COMPLETE ENERGY HOLDINGS, LLC Dated as of May 9, 2008Merger Agreement • May 12th, 2008 • GSC Acquisition Co • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of May 9, 2008, among GSC ACQUISITION COMPANY, a Delaware corporation (“GSCAC”), GSCAC Holdings I LLC, a Delaware limited liability company (“Holdco Sub”), GSCAC Holdings II LLC, a Delaware limited liability company (“Holdco Sub2”), GSCAC Merger Sub LLC, a Delaware limited liability company (“Merger Sub” and together with GSCAC, Holdco Sub and Holdco Sub2, the “GSCAC Parties”), and COMPLETE ENERGY HOLDINGS, LLC, a Delaware limited liability company (“CEH”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2008 • GSC Acquisition Co • Blank checks • New York
AMENDMENT dated as of May 9, 2008 to the Registration Rights Agreement dated as of June 25, 2007 (the “Agreement”) by and among GSC Acquisition Company, a Delaware corporation (the “Company”) and GSC Secondary Interest Fund, LLC, James K. Goodwin and Richard A. McKinnon (each a “Founder”, and collectively the “Founders”).
GSC ACQUISITION COMPANY REPURCHASE AGREEMENT AND AMENDMENT TO INITIAL FOUNDER’S SECURITIES PURCHASE AGREEMENTRepurchase Agreement and Amendment to Initial Founder’s Securities Purchase Agreement • June 7th, 2007 • GSC Acquisition Co • Blank checks • New York
THIS REPURCHASE AGREEMENT AND AMENDMENT TO INITIAL FOUNDER’S SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2007, is entered into by and between GSC Acquisition Company, a Delaware corporation (the “Company”), and GSC Secondary Interest Fund, LLC, a Delaware limited liability company (the “Seller”).
Amended Form of Right of First Review Agreement for GSC Group, Inc.]Right of First Review Agreement • May 29th, 2007 • GSC Acquisition Co • Blank checks • New York
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.
GSC ACQUISITION COMPANY INITIAL FOUNDER’S SECURITIES PURCHASE AGREEMENTInitial Founder’s Securities Purchase Agreement • November 20th, 2006 • GSC Acquisition Co • New York
THIS INITIAL FOUNDER’S SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2006, is entered into by and among GSC Acquisition Company, a Delaware corporation (the “Company”) and GSC Secondary Interest Fund, LLC, a Delaware limited liability company (the “Purchaser”).
CEH UNITHOLDER CONSENT AND RELEASE AGREEMENTCeh Unitholder Consent and Release Agreement • May 12th, 2008 • GSC Acquisition Co • Blank checks • New York
This Agreement is being delivered to and for the benefit of GSCAC, GSCAC Holdings I LLC, GSCAC Holdings II LLC and GSCAC Merger Sub LLC and each of their respective successors and assigns (together, the “GSCAC Parties” and individually a “GSCAC Party”) and the Holders in connection with the Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”) among each of the GSCAC Parties named therein as parties thereto and CEH. Capitalized terms that are used but not otherwise defined herein are used with the meanings set forth in the Merger Agreement.
