Exhibit 10.6


GSC CAPITAL CORP 2005 STOCK INCENTIVE PLAN 


AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT 


       WHEREAS, the parties hereto are parties to a restricted stock award agreement relating to the grant to the Participant (as defined below) of 68,000 shares of restricted stock on July 11, 2005 (the
“Existing Restricted Stock Award Agreement”);


       WHEREAS, the parties hereto are entering into this Agreement to amend and restate the Existing Restricted Stock Award Agreement; and 


       WHEREAS, the Existing Restricted Stock Award Agreement will be automatically amended and restated to read in its entirety as set forth herein; 


       NOW, THEREFORE, the parties hereby agree as follows: 


GSC Capital Corp, a Maryland corporation (the “Company”),
hereby grants to the “Participant” this
Award of Restricted Stock pursuant to the GSC Capital Corp. 2005 Stock Incentive
Plan (the “Plan”) upon the following
terms and conditions: 


  	
     Name of Participant: 
      	
     GSCP (NJ), L.P. 
      
	 	 
	
     Grant Date: 
      	
     July 11, 2005 
      
	 	 
	
     Number of Shares: 
      	
     68,000 
      


  



	
1.	
This Award is subject to all terms and conditions of this Agreement and the Plan. The terms of the Plan are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meaning assigned to such
term in the Plan.        
	 	 
	
2.	
To the extent dividends are paid on Shares covered by this Award, the Participant shall be entitled to receive such dividends at the time paid (subject to continuing in Service as of the relevant dividend payment
date).   
	 	 
	
3.	
Subject to your continuing in Service as of the relevant vesting date (unless otherwise provided under the terms and conditions of the Plan or this Agreement), the restrictions on the Shares shall lapse in accordance with the
following schedule:      
	 	 


	
Vesting Dates = 
        	 	
22,666 shares
after the first anniversary of the grant date       
	 

        	 	
22,667
shares after the second anniversary of the grant date     
	 

        	 	
22,667
shares after the third anniversary of the grant date      















	 	
For purposes of the Agreement and the Plan, your Service shall be deemed to be terminated on the date you cease to be the Manager within the meaning of the Offering Memorandum and such termination shall be treated as being
described in Section 10(b)(iii) of the Plan.     
	 	 
	
4.	
In accordance with Section 14(a) of the Plan, the Committee may in its sole discretion withhold from the payment to the Participant hereunder a sufficient amount (in cash or Shares) to provide for the payment of any taxes required
to be withheld by federal, state or local law with respect to income resulting from such payment.        
	 	 
	
5.	
Notices hereunder and under the Plan, if to the Company, shall be delivered to the Plan Administrator (as so designated by the Company) or mailed to the Company’s principal office, GSC Capital Corp., 500 Campus Drive, Suite
220, Florham Park, NJ 07932, attention of the Plan Administrator, or, if to you, shall be delivered to you or mailed to your address as the same appears on the records of the Company.  
	 	 
	
6.	
All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on all persons. In the event of any inconsistency
between the terms hereof and the provisions of this Agreement and the Plan, this Agreement shall govern. 
	 	 
	
7.	
By accepting this Award, the Participant acknowledges receipt of a copy of the Plan, and agrees to be bound by the terms and conditions set forth in this Agreement and the Plan, as in effect from time to time.      
	 	 
	
8.	
By accepting this Award, the Participant further acknowledges that the federal securities laws and/or the Company’s policies regarding trading in its securities may limit or restrict its right to buy or sell Shares,
including, without limitation, sales of Shares acquired in connection with this Award. The Participant agrees to comply with such federal securities law requirements and Company policies, as such laws and policies are amended from time to
time.    
	 	 
	
9.	
This Agreement shall automatically amend and restate in its entirety the Existing Restricted Stock Award Agreement.    
	 	 
	
10.	
This Agreement shall be governed by the laws of the state of Maryland without giving effect to its choice of law provisions.   
	 	 



2 












	 	
GSC CAPITAL CORP. 
        
	 	 	 
	 	
By: 
        	
  /s/ April M. Spencer 
        
		
        	


        
	 	
Name: 
        	
April M. Spencer 
        
	 	 	 
	 	
Title: 
        	
Chief Financial Officer, 
        
	 	 
	Secretary and Treasurer
	 	 	 
	 	 	 
	 	 

        	 
	 	
GSCP (NJ), L.P., Participant 
        
	 	 	 
	 	
By: 
        	
  /s/ David. L. Goret 
        
		
        	


        
	 	
Name: 
        	
David L. Goret 
        
	 	 

        	 

	 	
Title: 
        	Managing Director and Secretary 

        





IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is
not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. 

 

 


3