AGREEMENT TERMINATING FEE REIMBURSEMENT
Exhibit
99.1
AGREEMENT
TERMINATING FEE REIMBURSEMENT
AGREEMENT, made as of April
15, 2008 by GSCP (NJ), L.P., a Delaware limited partnership (the “Adviser”), to GSC Investment
Corp., a Maryland corporation (the “Company”).
WITNESSETH:
WHEREAS, the Adviser entered
into an investment management and advisory agreement with the Company dated
March 21, 2007 to manage the portfolio of assets held by the Company, and an
administration agreement dated March 21, 2007 to provide administrative services
to the Company;
WHEREAS, by notification dated
as of March 23, 2007 (the “Notification of Fee
Reimbursement”), the Adviser voluntarily agreed to reimburse the Company
to the extent the operating expenses of the Company (other than investment
advisory and management fees and interest expense) exceeded 1.55% of the
Company’s net assets attributable to common stock for a term of twelve months
from the date thereof, and each twelve month period thereafter, unless otherwise
agreed by the Adviser and the Company; and
WHEREAS, the Adviser and the
Company wish to terminate such voluntarily reimbursement after the expiration of
the initial twelve month term thereof;
NOW, THEREFORE, the Adviser
and the Company hereby agree that the obligation of the Adviser to reimburse the
operating expenses of the Company pursuant to the Notification of Fee
Reimbursement shall be terminated effective as of March 23, 2008.
(signature
page to follow)
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.
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GSCP
(NJ), L.P.
By:
GSCP (NJ), Inc., as its General Partner
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| /s/ Xxxxx X. Xxxxx | ||
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Name:
Xxxxx X. Xxxxx
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Title:
Senior Managing Director and Secretary
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| /s/ Xxxxxxx X. Xxxxxxx Xx. | ||
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Name:
Xxxxxxx X. Xxxxxxx Xx.
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Title:
Chief Financial Officer
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