Exhibit
10.1

       

      AMENDMENT
NO. 3

      TO

      CREDIT
AGREEMENT

       

      THIS
AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) dated as
of August 8, 2008, is entered into among GSC INVESTMENT FUNDING LLC, as the
Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH (“Deutsche Bank”), as
Committed Lender (the “Committed Lender”),
Deutsche Bank as Managing Agent (in such capacity, the “Managing Agent”) and
Deutsche Bank as Administrative Agent (in such capacity, the “Administrative
Agent”).  Capitalized terms used herein without definition
shall have the meanings ascribed thereto in the “Credit Agreement” referred to
below.

       

      PRELIMINARY
STATEMENTS

       

      A.           Reference
is made to that certain Credit Agreement dated as of April 11, 2007 among the
Borrower, GSCP (NJ), L.P., as the Servicer, GSC Investment Corp., as the
Performance Guarantor, the CP Lenders, the Committed Lenders, the Managing
Agents and the Administrative Agent (as amended, modified or supplemented from
time to time, the “Credit
Agreement”).

       

      B.           The
parties hereto have agreed to amend certain provisions of the Credit Agreement
upon the terms and conditions set forth herein.

       

      SECTION
1. Amendment.  Subject
to the satisfaction of the conditions set forth in Section 3 hereof, the
parties hereto hereby agree to amend the Credit Agreement as
follows:

       

      (a) the
definition of “Aggregate Outstanding
Principal Balance” shall be deleted and the words “aggregate Outstanding
Principal Balance” shall be substituted for such term whenever used in the
Credit Agreement;

       

      (b) the words
“outstanding principal balance” shall be substituted for the defined term
“Outstanding Principal Balance” whenever used in each of the
following:

       

      (i) the
definitions of “Converted Coupon”,
“Moody’s Recovery
Amount”, “Weighted Average Fixed
Coupon”, “Weighted Average Floating
Spread”, “Weighted Average Moody’s
Rating Factor” and “Weighted Average Moody’s
Recovery Rate”; and

       

      (ii) Section
5.2(b)(v).

       

      (c) the
defined term “Currency
Hedge Amount” shall be deleted in its entirety; and

       

      (d) the
following definitions shall be amended and restated in their entirety as
follows:

       

      “Deemed Collections”
means on any day, the aggregate of all amounts Borrower shall have been deemed
to have received as a Collection of a Collateral

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Debt
Obligation.  Borrower shall be deemed to have received a Collection in
an amount equal to the unpaid balance (including any accrued interest thereon)
of a Collateral Debt Obligation if at any time the Outstanding Principal Balance
of any such Collateral Debt Obligation is reduced or canceled as a result of a
setoff in respect of any claim by any Person (whether such claim arises out of
the same or a related transaction or an unrelated transaction).

       

      “Outstanding Principal
Balance” means, on any date of determination with respect to any
Collateral Debt Obligation (a) with respect to any type of Collateral Debt
Obligation not enumerated below, the lesser of (i) the outstanding principal
balance of such Collateral Debt Obligation and (ii) the Fair Value of such
Collateral Debt Obligation, (b) with respect to Current Pay Obligations, the
lesser of (i) 70% of the outstanding principal balance of such Current Pay
Obligation or (ii) the Market Value of such Current Pay Obligation, (c) with
respect to Discount Obligations, the lesser of (i) the purchase price of such
Discount Obligation or (ii) the Market Value of such Discount Obligation, (d)
with respect to Revolvers the sum of (i) the lesser of (x) the outstanding
principal balance of such Revolver and (y) the Fair Value of such Revolver plus (ii) the
Revolver Commitment Amount and (e) with respect to Defaulted Obligations, the
Moody’s Collateral Value of such Defaulted Obligation.

       

      SECTION
2. Representations and
Warranties.  The Borrower hereby represents and warrants to
each of the other parties hereto, that:

       

      (a) this
Amendment constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms; and

       

      (b) on the
date hereof, before and after giving effect to this Amendment, other than as
amended or waived pursuant to this Amendment, no Default or Event of Default has
occurred and is continuing.

       

      SECTION
3. Conditions.  This
Amendment shall become effective on the first Business Day (the “Effective Date”) on
which the Administrative Agent or its counsel has received counterpart signature
pages of this Amendment, executed by each of the parties hereto.

       

      SECTION
4. Reference to and Effect on
the Transaction Documents.

       

      (a) Upon the
effectiveness of this Amendment, (i) each reference in the Credit Agreement to
“this Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import shall mean and be a reference to the Credit Agreement as
amended or otherwise modified hereby, and (ii) each reference to the Credit
Agreement in any other Transaction Document or any other document, instrument or
agreement executed and/or delivered in connection therewith, shall mean and be a
reference to the Credit Agreement as amended or otherwise modified
hereby.

       

      (b) Except as
specifically amended, terminated or otherwise modified above, the terms and
conditions of the Credit Agreement, of all other Transaction Documents and any
other documents, instruments and agreements executed and/or delivered
in

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      connection
therewith, shall remain in full force and effect and are hereby ratified and
confirmed.

       

      (c) The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent, any Managing
Agent or any Lender under the Credit Agreement or any other Transaction Document
or any other document, instrument or agreement executed in connection therewith,
nor constitute a waiver of any provision contained therein, in each case except
as specifically set forth herein.

       

      SECTION
5. Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument.  Delivery of an executed counterpart of a signature page
to this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.

       

      SECTION
6. Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

       

      SECTION
7. Headings.  Section
headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purpose.

       

      SECTION
8. Fees and
Expenses.  Borrower hereby confirms its agreement to pay on
demand all reasonable costs and expenses of the Administrative Agent, Managing
Agents or Lenders in connection with the preparation, execution and delivery of
this Amendment and any of the other instruments, documents and agreements to be
executed and/or delivered in connection herewith, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel to the Administrative
Agent, Managing Agents or Lenders with respect thereto.

       

      [Remainder
of Page Deliberately Left Blank]

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective officers as
of the date first above written.

       

      
        


        
          	 
    	
                  GSC
      INVESTMENT FUNDING LLC

                	 
	 	
                   

                	 	 	 
	 	
                   

                	 	 	 
	 	
                   

                	 	 	 
	 
    	
                  By:  
      

                	
                  /s/ Richard T. Allorto,
      Jr.

                	 
	 
    	 
    	Name:  
       	
                  Richard
      T. Allorto, Jr.

                	 
	 
    	 
    	Title:  
      	
                  Treasurer

                	 


        

         

         

        Signature
Page to Amendment No. 3

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 
    	
                  

                    DEUTSCHE
      BANK AG, NEW YORK BRANCH, as a Committed Lender, Managing Agent and
      Administrative Agent

                  

                	 
	 	
                   

                	 	 	 
	 	
                   

                	 	 	 
	 	
                   

                	 	 	 
	 
    	
                  By:  
      

                	
                  /s/ Michael
      Cheng

                	 
	 
    	 
    	Name:  
       	
                  

                    Michael
      Cheng

                  

                	 
	 
    	 
    	Title:  
      	
                  Director

                	 


        

         

        
          	
                	
                   

                	 	 	 
	 
    	
                  By:  
      

                	
                  /s/ Peter
      Chuang

                	 
	 
    	 
    	Name:  
       	
                  

                    Peter
      Chuang

                  

                	 
	 
    	 
    	Title:  
      	
                  Vice
      President

                	 


           

        

         

        
          Signature
Page to Amendment No. 3

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        The
undersigned acknowledges its receipt of a copy of Amendment No. 3 to Credit
Agreement as of the date hereof.  The undersigned (i) reaffirms all of
its obligations under Section 12.14 of the Credit Agreement and (ii)
acknowledges and agrees that the performance undertaking thereunder remains in
full force and effect (including, without limitation, after giving effect to the
amendment of the Credit Agreement as of the date hereof).

        
          


          
            	 
    	
                    

                      GSC
      INVESTMENT CORP.

                    

                  	 
	 	
                     

                  	 	 	 
	 	
                     

                  	 	 	 
	 	
                     

                  	 	 	 
	 
    	
                    By:  
      

                  	
                    /s/ Richard
      T. Allorto, Jr.

                  	 
	 
    	 
    	Name:  
       	
                    

                      Richard
      T. Allorto, Jr.

                    

                  	 
	 
    	 
    	Title:  
      	
                    Chief
      Financial Officer

                  	 


          

           

        

      

       

      Signature Page to Amendment No. 3