SECOND AMENDMENT TO THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN GSC INVESTMENT CORP. AND GSCP (NJ), L.P.
Exhibit
10.3
SECOND
AMENDMENT TO THE
INVESTMENT
ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
AND
GSCP
(NJ), L.P.
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”).
WHEREAS,
the Company and the Investment Manager have renewed the Investment Advisory and
Management Agreement dated March 21, 2007 (the “Agreement”) for a term of one
year, from March 22, 2009 until March 21, 2010; and
WHEREAS the Company and the Investment
Adviser have determined that the notice period for termination of the Investment
Adviser during the renewal term should be shortened from 60 days’ to 30
days;
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the parties hereby agree
as follows:
Amendment to Termination
Provisions. Section 9(b) of the Agreement is hereby amended by
replacing the phrase “upon 60 days’ written notice” with the phrase “upon 30
days’ written notice, in the case of termination by the Company or 60 days’
written notice, in the case of termination by the Investment
Adviser”.
Reference to and Effect on
the Agreement. (a) Upon the effectiveness of this Amendment
(i) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the Agreement
as amended or otherwise modified hereby, and (ii) each reference to the
Agreement in any other document, instrument or agreement executed and/or
delivered in connection therewith, shall mean and be a reference to the
Agreement as amended or otherwise modified hereby.
(b) Except
as specifically amended, terminated or otherwise modified above, the terms and
conditions of the Agreement and any other documents, instruments and agreements
executed and/or delivered in connection therewith, shall remain in full force
and effect and are hereby ratified and confirmed.
Governing
Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed on the date hereof
GSC INVESTMENT CORP. | ||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Chief Financial Officer |
GSCP
(NJ), L.P.
|
||||
By: GSCP (NJ), Inc., its general partner | ||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: |
Senior
Managing Director and Secretary
|