GSC PARTNERS CDO INVESTORS III, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of August 27, 2001Limited Partnership Agreement • February 23rd, 2007 • GSC Investment LLC
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of GSC Partners CDO Investors III. L.P., a Cayman Islands exempted limited partnership (the “Fund”), is made and entered into as of August 27, 2001, by and among GSC Partners CDO GP III, L.P., a Cayman islands exempted limited partnership, as the general partner of the Fund, the Initial Limited Partner and the Limited Partner. Capitalized terms used herein without definition have the meanings specified in Section 1.1.
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • February 23rd, 2007 • GSC Investment LLC • New York
This Agreement, dated as of November 5, 2001, is entered into by and between GSC Partners CDO Fund III, Limited, a company incorporated under the laws of the Cayman Islands, with its principal office located at P.O. Box 1093 GT, George Town, Grand Cayman, Cayman Islands, British West Indies (together with successors and assigns permitted hereunder, the “Issuer”), and GSCP (NJ), L.P., a Delaware limited partnership, with its principal offices located at 500 Campus Drive, Building B, 2nd Floor, Florham Park, New Jersey 07932, as collateral manager (in such capacity, the “Collateral Manager”).
CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF FEBRUARY __, 2007 AMONG GSC INVESTMENT LLC, GSC CDO III L.L.C., GSCP (NJ), L.P., AND THE OTHER INVESTORS PARTY HERETOContribution and Exchange Agreement • February 23rd, 2007 • GSC Investment LLC • New York
This AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENT (the “Amendment”) dated as of February __, 2007 by and among GSC Investments LLC, a Maryland limited liability company (“Newco”), 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 Newco and the Investors, the “Parties”).
GSC PARTNERS CDO GP III, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of October 16, 2001Limited Partnership Agreement • February 23rd, 2007 • GSC Investment LLC
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of GSC Partners CDO GP III, L.P., a Cayman Islands exempted limited partnership (the “Partnership”), is made and entered into as of October 16, 2001, by and among, GSC CDO III, L.L.C., a Delaware limited liability company, as the general partner of the Partnership, the Initial Limited Partner and the Persons listed in Schedule A hereto (as such schedule is supplemented or amended from time to time), as limited partners of the Partnership. Capitalized terms used herein without definition have the meanings specified in Section 1.1.
