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.
NON-SOLICITATION, NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTNon-Solicitation • 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”).
CONSENT, EXCHANGE AND PREEMPTIVE RIGHTS AGREEMENTConsent, Exchange and Preemptive Rights Agreement • May 12th, 2008 • GSC Acquisition Co • Blank checks • New York
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”).
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.
