EXHIBIT
10.1

     

    INDEMNIFICATION
AGREEMENT

     

    THIS
INDEMNIFICATION AGREEMENT (“Agreement”) is made and
entered into as of the 13th day of October, 2009 (the “Effective Date”), by and
between GSC Investment Corp., a Maryland Corporation (the “Company”), and Eric P.
Rubenfeld (“Indemnitee”).

     

    WHEREAS,
Indemnitee currently serves as an officer of the Company; and

     

    WHEREAS,
Indemnitee may be subjected to claims, suits or proceedings arising as a result
of his service as an officer of the Company; and

     

    WHEREAS,
as an inducement to Indemnitee to continue to serve as an officer of the
Company, the Company has agreed to indemnify and to advance expenses and costs
incurred by Indemnitee in connection with any such claims, suits or proceedings,
to the fullest extent permitted by law; and

     

    WHEREAS,
the parties by this Agreement desire to set forth their agreement regarding
indemnification and advance of expenses.

     

    NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:

     

    Section
1 .  Definitions.  For
purposes of this Agreement:

     

    (a) “Change in Control” means a
change in control of the Company occurring after the Effective Date of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Securities Exchange Act of 1934, as amended (the
“Act”), whether or not
the Company is then subject to such reporting requirement; provided, however,
that, without limitation, such a Change in Control shall be deemed to have
occurred if after the Effective Date (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Act), directly or indirectly, of securities of the
Company representing 15% or more of the combined voting power of the Company’s
then outstanding securities without the prior approval of at least two-thirds of
the members of the Board of Directors of the Company in office immediately prior
to such person attaining such percentage interest; (ii) there occurs a proxy
contest, or the Company is a party to a merger, consolidation, sale of assets,
plan of liquidation or other reorganization not approved by at least two-thirds
of the members of the Board of Directors of the Company then in office, as a
consequence of which members of the Board of Directors of the Company in office
immediately prior to such transaction or event constitute less than a


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    majority
of the Board of Directors of the Company thereafter; or (iii) during any period
of two consecutive years, other than as a result of an event described in clause
(a)(ii) of this Section
1, individuals who at the beginning of such period constituted the
Board of Directors of the Company (including for this purpose any new director
whose election or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors of the
Company.

     

    (b) “Corporate Status” means the
status of a person who is or was a director, trustee, officer, employee or agent
of the Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise for which such person is or was
serving at the request of the Company.

     

    (c) “Disinterested Director” means
a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.

     

    (d) “Effective Date” has the
meaning set forth in the first paragraph of this Agreement.

     

    (e) “Expenses” shall include all
reasonable and out-of-pocket attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, or being or preparing to be a witness in a
Proceeding.

     

    (f) “Independent Counsel” means a
law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither is, nor in the past five years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such
party, or (ii) any other party to or witness in the Proceeding giving rise to a
claim for indemnification hereunder. Notwithstanding the foregoing, the term
“Independent Counsel”
shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement. If a Change of Control has not occurred, Independent
Counsel shall be selected by the Board of Directors of the Company, with the
approval of Indemnitee, which approval will not be unreasonably withheld. If a
Change of Control has occurred, Independent Counsel shall be selected by
Indemnitee, with the approval of the Board of Directors of the Company, which
approval will not be unreasonably withheld.

     

    (g) “Proceeding” includes any
threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, 

     

    
      
        
        

      

      
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    administrative
hearing or any other proceeding, whether civil, criminal, administrative or
investigative (including on appeal), except one pending or completed on or
before the Effective Date, unless otherwise specifically agreed in writing by
the Company and Indemnitee.

     

    Section
2 .  Services by
Indemnitee.  Indemnitee will serve as an officer of the
Company. However, this Agreement shall not impose any obligation on Indemnitee
or the Company, to continue Indemnitee’s service to the Company, beyond any
period otherwise required by law or by other agreements or commitments of the
parties, if any.

     

    Section
3 .  Indemnification—General.  The
Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in
this Agreement and (b) otherwise to the fullest extent permitted by Maryland law
in effect on the date hereof and as amended from time to time; provided,
however, that no change in Maryland law shall have the effect of reducing the
benefits available to Indemnitee hereunder based on Maryland law as in effect on
the date hereof.  The rights of Indemnitee provided in this Section 3
shall include, without limitation, the rights set forth in the other sections of
this Agreement, including any additional indemnification permitted by Section
2-418(g) of the Maryland General Corporation Law (“MGCL”).

     

    Section
4 .  Proceedings Other Than
Proceedings By Or In The Right Of The Company.  Indemnitee
shall be entitled to the rights of indemnification provided in this Section
4 if, by reason of his Corporate Status, he is, or is threatened to
be, made a party to or a witness in any threatened, pending, or completed
Proceeding, other than a Proceeding by or in the right of the Company. Pursuant
to this Section
4, Indemnitee shall be indemnified against all judgments, penalties,
fines and amounts paid in settlement and all Expenses actually and reasonably
incurred by him or on his behalf in connection with a Proceeding by reason of
his Corporate Status unless it is established that (i) the act or omission of
Indemnitee was material to the matter giving rise to the Proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty, (ii) Indemnitee actually received an improper personal benefit in
money, property or services, or (iii) in the case of any criminal Proceeding,
Indemnitee had reasonable cause to believe that his conduct was
unlawful.

     

    Section
5 .  Proceedings by or in
the Right of the Company.  Indemnitee shall be entitled to the
rights of indemnification provided in this Section
5 if, by reason of his Corporate Status, he is, or is threatened to
be, made a party to or a witness in any threatened, pending or completed
Proceeding brought by or in the right of the Company to procure a judgment in
its favor. Pursuant to this Section
5, Indemnitee shall be indemnified against all amounts paid in
settlement and all Expenses actually and reasonably incurred by him or on his
behalf in connectionE with such Proceeding unless it is established that (i) the
act or omission of Indemnitee was material to the matter giving rise to such a
Proceeding and (a) was committed in bad faith or (b) was the result of active
and deliberate 

     

    
      
        
        

      

      
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    dishonesty
or (ii) Indemnitee actually received an improper personal benefit in money,
property or services.

     

    Section
6 .  Court-Ordered
Indemnification.  Notwithstanding any other provision of this
Agreement, a court of appropriate jurisdiction, upon application of Indemnitee
and such notice as the court shall require, may order indemnification in the
following circumstances:

     

    (a) if it
determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of
the MGCL, the court shall order indemnification, in which case Indemnitee shall
be entitled to recover the expenses of securing such reimbursement;
or

     

    (b) if it
determines that Indemnitee is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not Indemnitee (i) has met
the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has
been adjudged liable for receipt of an improper personal benefit under Section
2-418(c) of the MGCL, the court may order such indemnification as the court
shall deem proper. However, indemnification with respect to any Proceeding by or
in the right of the Company or in which liability shall have been adjudged in
the circumstances described in Section 2-418(c) of the MGCL shall be limited to
Expenses actually and reasonably incurred by him or on his behalf in connection
with a Proceeding.

     

    Section
7 .  Indemnification for
Expenses of a Party Who is Wholly or Partly
Successful.  Notwithstanding any other provision of this
Agreement, and without limiting any such provision, to the extent that
Indemnitee is, by reason of his Corporate Status, made a party to and is
successful, on the merits or otherwise, in the defense of any Proceeding, he
shall be indemnified for all Expenses actually and reasonably incurred by him or
on his behalf in connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company
shall indemnify Indemnitee under this Section
7 for all Expenses actually and reasonably incurred by him or on his
behalf in connection with each successfully resolved claim, issue or matter,
allocated on a reasonable and proportionate basis. For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.

     

    Section
8 .  Advance of
Expenses.  The Company shall advance all reasonable Expenses
actually and reasonably incurred by or on behalf of Indemnitee in connection
with any Proceeding (other than a Proceeding brought to enforce indemnification
under (i) this Agreement, (ii) applicable law, (iii) the organizational
documents of the Company, (iv) any agreement or (v) a resolution of (A) the
stockholders entitled to vote generally in the election of directors or (B) the
Board of Directors) of the Company to which Indemnitee, by reason of his


     

    
      
        
        

      

      
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    Corporate
Status, is, or is threatened to be, made a party or a witness, within ten days
after the receipt by the Company of a statement or statements from Indemnitee
requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s
good faith belief that the standard of conduct necessary for indemnification by
the Company as authorized by law and by this Agreement has been met and a
written undertaking by or on behalf of Indemnitee, in substantially the form
attached hereto as Exhibit A
or in such form as may be required under applicable law as in effect at
the time of the execution thereof, to reimburse the portion of any Expenses
advanced to Indemnitee relating to claims, issues or matters in the Proceeding
as to which it shall ultimately be established that the standard of conduct has
not been met and which have not been successfully resolved as described in Section
7. For so long as the Company is subject to the Investment Company
Act, any advancement of Expenses shall be subject to at least one of the
following as a condition of the advancement: (a) Indemnitee shall provide a security for his or her undertaking, (b) the
Company shall be insured against losses arising by reason of any lawful advances
or (c) a majority of a quorum of the Disinterested Directors, or Independent
Counsel, in a written opinion, shall determine, based on a review of readily
available facts (as opposed to a full-trial-type inquiry), that there is no
reason to believe that Indemnitee ultimately will be found to not be entitled to
indemnification. To the extent that Expenses advanced to Indemnitee do not
relate to a specific claim, issue or matter in the Proceeding, such Expenses
shall be allocated on a reasonable and proportionate basis. The undertaking
required by this Section
8 shall be an unlimited general obligation by or on behalf of
Indemnitee and shall be accepted without reference to Indemnitee’s financial
ability to repay such advanced Expenses and without any requirement to post
security therefor.

     

    Section
9 .  Procedure
for Determination of Entitlement to Indemnification.

     

    (a) To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to
indemnification. The Secretary of the Company shall, promptly upon receipt of
such a request for indemnification, advise the Board of Directors of the Company
in writing that Indemnitee has requested indemnification.

     

    (b) Upon
written request by Indemnitee for indemnification pursuant to the first sentence
of Section
9(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall promptly be made in the
specific case: (i) if a Change in Control shall have occurred, by Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred,


     

    
      
        
        

      

      
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    (A) by
the Board of Directors of the Company (or a duly authorized committee thereof)
by a majority vote of a quorum consisting of Disinterested Directors (as herein
defined), or (B) if a quorum of the Board of Directors consisting of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to Indemnitee, or
(C) if so directed by a majority of the members of the Board of Directors, by
the stockholders of the Company. If it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten days
after such determination. Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination in the
discretion of the Board of Directors or Independent Counsel if retained pursuant
to clause (ii)(B) of this Section
9. Any Expenses actually and reasonably incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company shall indemnify and hold
Indemnitee harmless therefrom.

     

    Section
10 .  Presumptions
and Effect of Certain Proceedings.

     

    (a) In making
a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section
9(a) of this Agreement, and the Company shall have the burden of
proof to overcome that presumption in connection with the making of any
determination contrary to that presumption.

     

    (b) The
termination of any Proceeding by judgment, order, settlement, conviction, a plea
of nolo contendere or
its equivalent, or an entry of an order of probation prior to judgment, does not
create a presumption that Indemnitee did not meet the requisite standard of
conduct described herein for indemnification.

     

    Section
11 .  Remedies
of Indemnitee.

     

    (a) If (i) a
determination is made pursuant to Section
9 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advance of Expenses is not timely
made pursuant to Section
8 of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section
9(b) of this Agreement within 30 days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section
7 of this Agreement within ten days after receipt by the Company of a
written request therefor, or (v) payment of 

     

    
      
        
        

      

      
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    indemnification
is not made within ten days after a determination has been made that Indemnitee
is entitled to indemnification, Indemnitee shall be entitled to an adjudication
in an appropriate court located in the State of Maryland, or in any other court
of competent jurisdiction, of his entitlement to such indemnification or advance
of Expenses. Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall
commence such proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section
11(a); provided, however, that the foregoing clause shall not apply
to a proceeding brought by Indemnitee to enforce his rights under Section
7 of this Agreement.

     

    (b) In any
judicial proceeding or arbitration commenced pursuant to this Section
11 the Company shall have the burden of proving that Indemnitee is
not entitled to indemnification or advance of Expenses, as the case may
be.

     

    (c) If a
determination shall have been made pursuant to Section
9(b) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section
11, absent a misstatement by Indemnitee of a material fact, or an
omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for
indemnification.

     

    (d) In the
event that Indemnitee, pursuant to this Section
11, seeks a judicial adjudication of or an award in arbitration to
enforce his rights under, or to recover damages for breach of, this Agreement,
Indemnitee shall be entitled to recover from the Company, and shall be
indemnified by the Company for, any and all Expenses actually and reasonably
incurred by him in such judicial adjudication or arbitration. If it shall be
determined in such judicial adjudication or arbitration that Indemnitee is
entitled to receive part but not all of the indemnification or advance of
Expenses sought, the Expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately
prorated.

     

    Section
12 .  Defense
of the Underlying Proceeding.

     

    (a) Indemnitee
shall notify the Company promptly upon being served with or receiving any
summons, citation, subpoena, complaint, indictment, information, notice, request
or other document relating to any Proceeding which may result in the right to
indemnification or the advance of Expenses hereunder; provided, however, that
the failure to give any such notice shall not disqualify Indemnitee from the
right, or otherwise affect in any manner any right of Indemnitee, to
indemnification or the advance of Expenses under this Agreement unless the
Company’s ability to defend in such Proceeding or to obtain proceeds


     

    
      
        
        

      

      
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    under any
insurance policy is materially and adversely prejudiced thereby, and then only
to the extent the Company is thereby actually so prejudiced.

     

    (b) Subject
to the provisions of the last sentence of this Section
12(b) and of Section
12(c) below, the Company shall have the right to defend Indemnitee in
any Proceeding which may give rise to indemnification
hereunder; provided, however, that the Company shall notify Indemnitee of any
such decision to defend within 15 calendar days following receipt of notice of
any such Proceeding under Section
12(a)
above. The Company shall not, without the prior written consent of Indemnitee,
which shall not be unreasonably withheld or delayed, consent to the entry of any
judgment against Indemnitee or enter into any settlement or compromise of a
claim against Indemnitee which (i) includes an admission of fault of Indemnitee
or (ii) does not include, as an unconditional term thereof, the full release of
Indemnitee from all liability in respect of such Proceeding, which release shall
be in form and substance reasonably satisfactory to Indemnitee. This Section
12(b) shall not apply to a Proceeding brought by Indemnitee under Section
11 above or Section
18 below.

     

    (c) Notwithstanding
the provisions of Section
12(b) above, if in a Proceeding to which Indemnitee is a party by
reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes,
based upon an opinion of counsel approved by the Company, which approval shall
not be unreasonably withheld, that he may have separate defenses or
counterclaims to assert with respect to any issue which may not be consistent
with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes,
based upon an opinion of counsel approved by the Company, which approval shall
not be unreasonably withheld, that an actual or apparent conflict of interest or
potential conflict of interest exists between Indemnitee and the Company, its
affiliate or such person whose defense is being assumed by the Company, or (iii)
if the Company fails to assume the defense of such Proceeding in a timely
manner, Indemnitee shall be entitled to be represented by separate legal counsel
of Indemnitee’s choice, subject to the prior approval of the Company, which
shall not be unreasonably withheld, at the expense of the Company. In addition,
if the Company fails to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes any action to declare
this Agreement void or unenforceable, or institutes any Proceeding to deny or to
recover from Indemnitee the benefits intended to be provided to Indemnitee
hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which shall not be
unreasonably withheld, at the expense of the Company (subject to Section
11(d)), to represent Indemnitee in connection with any such
matter.

     

    Section
13 .  Non-Exclusivity;
Survival of Rights; Subrogation; Insurance; Investment Company Act.

     

    (a) The
rights of indemnification and advance of Expenses as provided by this Agreement
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    Indemnitee
may at any time be entitled under (i) applicable law, (ii) the Charter or Bylaws
of the Company, (iii) any agreement or (iv) a resolution of (A) the stockholders
entitled to vote generally in the election of directors or (B) the Board of
Directors, or otherwise. No amendment, alteration or repeal of this Agreement or
of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in
his Corporate Status prior to such amendment, alteration or repeal.

     

    (b) In the
event of any payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.

     

    (c) The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and
to the extent that (i) Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise, or (ii) for so
long as the Company is subject to the Investment Company Act, indemnification or
payment or reimbursement of expenses would not be permissible under the
Investment Company Act.

     

    Section
14 .  Insurance.  The
Company will use its reasonable best efforts to acquire directors and officers
liability insurance, on terms and conditions deemed appropriate by the Board of
Directors of the Company, with the advice of counsel,
covering Indemnitee or any claim made against Indemnitee for service as a
director or officer of the Company and covering the Company for any
indemnification or advance of Expenses made by the Company to Indemnitee for any
claims made against Indemnitee for service as a director or officer of the
Company. Without in any way limiting any other obligation under this Agreement,
the Company shall indemnify Indemnitee for any payment by Indemnitee arising out
of the amount of any deductible or retention and the amount of any excess of the
aggregate of all judgments, penalties, fines, settlements and reasonable
Expenses actually and reasonably incurred by Indemnitee in connection with a
Proceeding over the coverage of any insurance referred to in the previous
sentence.

     

    Section
15 .  Indemnification for
Expenses of A Witness.  Notwithstanding any other provision of
this Agreement, to the extent that Indemnitee is or may be, by reason of his
Corporate Status, a witness in any Proceeding, whether instituted by the Company
or any other party, and to which Indemnitee is not a party but in which the
Indemnitee receives a subpoena to testify, he shall be advanced all reasonable
Expenses and indemnified against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith.

     

    
      
        
        

      

      
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    Section
16 .  Duration
of Agreement; Assignment; Binding Effect.

     

    (a) This
Agreement shall continue until and terminate ten years after the date that
Indemnitee’s Corporate Status shall have ceased; provided, that the rights of
Indemnitee hereunder shall continue until the final termination of any
Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advance of Expenses hereunder and of any Proceeding commenced
by Indemnitee pursuant to Section 11 of this Agreement relating
thereto.

     

    (b) The
indemnification and advance of Expenses provided by, or granted pursuant to,
this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), shall continue as
to an Indemnitee who has ceased to be a director, trustee, officer, employee or
agent of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person is or was
serving at the written request of the Company, and shall inure to the benefit of
Indemnitee and his spouse, assigns, heirs, devisees, executors and
administrators and other legal representatives.

     

    (c) The
Company may assign this Agreement without prior written consent of the
Indemnitee.  The Company shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to
all, substantially all or a substantial part, of the business and/or assets of
the Company, by written agreement, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.  In
connection with the Merger Transaction, (i) Company shall cause the Corporation
to become a party to this Agreement; and (ii) the Indemnitee acknowledges and
agrees that the Corporation shall be the successor of the Company hereunder and
shall succeed to all of the rights, powers and duties of the Company hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

     

    Section
17 .  Severability.  If
any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.

     

    
      
        
        

      

      
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    Section
18 .  Exception To Right Of
Indemnification Or Advance Of Expenses.  Notwithstanding any
other provision of this Agreement, Indemnitee shall not be entitled to
indemnification or advance of Expenses under this Agreement with respect to any
Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to
enforce indemnification under this Agreement, and then only to the extent in
accordance with and as authorized by Sections 8 and
11 of this Agreement, or (b) expressly provided
otherwise in (i) the Company’s Charter or Bylaws, (ii) a resolution of (A) the
stockholders entitled to vote generally in the election of directors or (B) the
Board of Directors or (iii) an agreement approved by the Board of Directors to
which the Company is a party.

     

    Section
19 .  Identical
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. One such
counterpart signed by the party against whom enforceability is sought shall be
sufficient to evidence the existence of this Agreement.

     

    Section
20 .  Headings.  The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.

     

    Section
21 .  Modification And
Waiver.  No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.

     

    Section
22 .  Notices.  All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (i) delivered by hand or
overnight courier service and receipted for by the party to whom said notice or
other communication shall have been directed, on receipt, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:

     

    (a)   
If to
Indemnitee, to: The address set forth on the signature page hereto.

     

    (b)   
If to the
Company to:

     

    GSC
Investment Corp.

    300
Campus Drive, Suite 110

    Florham
Park, NJ 07932

    Attention:
Chief Executive Officer

     

    or to
such other address as may have been furnished to Indemnitee by the Company or to
the Company by Indemnitee, as the case may be.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    Section
23 .  Governing
Law.  The parties agree that this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Maryland, without regard to its conflicts of laws rules.

     

    Section
24 .  Miscellaneous.  Use
of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate.

     

    


    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

     

    
      	GSC
      INVESTMENT CORP.	 
	 	 
	 	 
	

              By:

            	/s/
      Seth M. Katzenstein	 
	 	Name:	

              Seth
      M. Katzenstein

            	 
	 	Title:	

              Chief
      Executive Officer

            	 
	 	 	 	 
	 	 	 	 
	

              By:

            	

              /s/
      Eric P. Rubenfeld

            	 
	 	Name:	

              Eric
      P. Rubenfeld

            	 
	 	

              Address:

            	 	 


    

    


    
      
        
        

      

      
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    EXHIBIT
A

     

    FORM OF
UNDERTAKING TO REPAY EXPENSES ADVANCED

     

    The Board
of Directors of GSC
Investment Corp.

    


    Re:  Undertaking
to Repay Expenses Advanced

    


    Ladies
and Gentlemen:

    


    This
undertaking is being provided pursuant to that certain Indemnification Agreement
dated the ___ day of ______________, 200__, by and between GSC Investment Corp.
(the “Company”) and the undersigned Indemnitee (the “Indemnification
Agreement”), pursuant to which I am entitled to advance of expenses in
connection with [Description of
Proceeding] (the “Proceeding”).

     

    Terms
used herein and not otherwise defined shall have the meanings specified in the
Indemnification Agreement.

     

    I am
subject to the Proceeding by reason of my Corporate Status or by reason of
alleged actions or omissions by me in such capacity.  I hereby affirm
that at all times, insofar as I was involved as an officer of the Company, in
any of the facts or events giving rise to the Proceeding, I (1) acted in good
faith and honestly, (2) did not receive any improper personal benefit in money,
property or services and (3) in the case of any criminal proceeding, had no
reasonable cause to believe that any act or omission by me was
unlawful.

     

    In
consideration of the advance of Expenses by the Company for reasonable
attorneys’ fees and related expenses incurred by me in connection with the
Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with
the Proceeding, it is established that (1) an act or omission by me was material
to the matter giving rise to the Proceeding and (a) was committed in bad faith
or (b) was the result of active and deliberate dishonesty or (2) I actually
received an improper personal benefit in money, property or services or (3) in
the case of any criminal proceeding, I had reasonable cause to believe that the
act or omission was unlawful, then I shall promptly reimburse the portion of the
Advanced Expenses relating to the claims, issues or matters in the Proceeding as
to which the foregoing findings have been established and which have not been
successfully resolved as described in Section 7 of the Indemnification
Agreement.  To the extent that Advanced Expenses do not relate to a
specific claim, issue or matter in the Proceeding, I agree that such Expenses
shall be allocated on a reasonable and proportionate basis.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___
day of ____________________, 200__.

     

    


     

    WITNESS:

     

    ___________________________               ____________________________(SEAL)

     

     

    
15