0000950103-09-000833 Sample Contracts

AMENDMENT TO THE ADMINISTRATION AGREEMENT BY AND BETWEEN GSC INVESTMENT CORP. AND GSCP (NJ), L.P.
Administration Agreement • April 15th, 2009 • GSC Investment Corp. • New York

WHEREAS, the Company and the Administrator have renewed the Administration Agreement dated as of March 21, 2007 (the “Agreement”) for a term of one year, from March 22, 2009 until March 21, 2010; and

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SECOND AMENDMENT TO THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN GSC INVESTMENT CORP. AND GSCP (NJ), L.P.
Advisory and Management Agreement • April 15th, 2009 • GSC Investment Corp. • New York

Amendment made this 14th day of April 2009 by and between GSC Investment Corp., a Maryland corporation (as successor to GSC Investment LLC) (the “Company’) and GSCP (NJ), L.P., a Delaware limited partnership (the “Investment Adviser”).

AGREEMENT TO WAIVE CERTAIN RIGHTS UNDER THE ADMINISTRATION AGREEMENT DATED APRIL 14, 2009 BY AND BETWEEN GSC INVESTMENT CORP AND GSCP (NJ), L.P.
The Administration Agreement • April 15th, 2009 • GSC Investment Corp. • New York

This AGREEMENT TO WAIVE CERTAIN RIGHTS UNDER THE ADMINISTRATION AGREEMENT (the “Agreement”), dated April 14, 2009 by and between GSC Investment Corp., a Maryland corporation (“GNV”) and GSCP (NJ), L.P., a Delaware limited partnership (“GSCP” and, together with GNV, the “Parties”). Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Administration Agreement.

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