0000950123-07-004261 Sample Contracts

REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH __, 2007 AMONG GSC INVESTMENT CORP., GSC CDO III L.L.C., GSCP (NJ), L.P., AND THE OTHER INVESTORS PARTY HERETO

Registration Rights Agreement • March 22nd, 2007 • GSC Investment Corp. • New York

• Contract Type
  Registration Rights Agreement
• Filed
  March 22nd, 2007
• Company
  GSC Investment Corp.
• Jurisdiction
  New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of March [ ], 2007 by and among GSC Investments Corp., a Maryland corporation (the “Company”), GSC CDO III, L.L.C., a Delaware limited liability company (the “Class A Investor”) and the persons identified below (collectively, the “Class B Investors,” together with the Class A Investor, the “Investors”) and GSCP (NJ), L.P., a Delaware limited partnership (the “Manager,” together with the Company and the Investors, the “Parties”).

GSC INVESTMENT CORP. [ ] Shares of Common Stock ($0.0001 par value) UNDERWRITING AGREEMENT

Underwriting Agreement • March 22nd, 2007 • GSC Investment Corp. • New York

• Contract Type
  Underwriting Agreement
• Filed
  March 22nd, 2007
• Company
  GSC Investment Corp.
• Jurisdiction
  New York

Citigroup Global Markets Inc. J.P. Morgan Securities Inc. Wachovia Capital Markets, LLC As Representatives of the several Underwriters