0000950123-06-013875 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • November 9th, 2006 • GSC Capital Corp • Real estate investment trusts • New York

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made and entered into as of August 7, 2006 by and among GSC CAPITAL CORP., a Maryland corporation (the “Company”), and GSCP (NJ), L.P., a Delaware limited partnership and a New Jersey-based registered investment advisor (together with its permitted assignees, the “Manager”).

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February 3, 2006
Management Agreement • November 9th, 2006 • GSC Capital Corp • Real estate investment trusts

We refer to the management agreement (the “Management Agreement”) between you and us dated as of July 11, 2005. This letter confirms our understanding of the new fee arrangement regarding investments made by you in collateralized debt obligations managed by us (“GSCP CDOs”).

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