0000950103-10-000943 Sample Contracts

AGREEMENT TO WAIVE CERTAIN RIGHTS UNDER THE ADMINISTRATION AGREEMENT DATED AS OF MARCH 21, 2010 BY AND BETWEEN GSC INVESTMENT CORP AND GSCP (NJ), L.P.
Administration Agreement • March 31st, 2010 • GSC Investment Corp. • New York

This AGREEMENT TO WAIVE CERTAIN RIGHTS UNDER THE ADMINISTRATION AGREEMENT (the “Agreement”), dated as of March 21, 2010 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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THIRD AMENDMENT TO THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN GSC INVESTMENT CORP. AND GSCP (NJ), L.P.
GSC Investment Corp. • March 31st, 2010 • New York

Amendment made this 31st day of March 2010 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”).

SECOND AMENDMENT TO THE ADMINISTRATION AGREEMENT BY AND BETWEEN GSC INVESTMENT CORP. AND GSCP (NJ), L.P.
Administration Agreement • March 31st, 2010 • 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, 2010 until March 21, 2011; and

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