Exhibit
10.1

     

    
      EXECUTION
COPY

       

      AMENDMENT
NO. 5

      TO

      CREDIT
AGREEMENT

       

      THIS
AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”),
dated as of March 23, 2009, is entered into among GSC INVESTMENT FUNDING LLC, as
the Borrower (the “Borrower”),
GSCP (NJ), L.P., as the Servicer (the “Servicer”),
DEUTSCHE BANK AG, NEW YORK BRANCH (“Deutsche
Bank”), as a Committed Lender (in such capacity, a “Committed
Lender”), as Managing Agent (in such capacity, the “Managing
Agent”), and as Administrative Agent (in such capacity, the “Administrative
Agent”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (in such
capacity, the “Trustee”)
and Backup Servicer (in such capacity, the “Backup
Servicer”).  Capitalized terms used herein without definition
shall have the meanings ascribed thereto in the “Credit Agreement” referred to
below.

       

      PRELIMINARY
STATEMENTS

       

      A.           Reference
is hereby made to that certain Credit Agreement, dated as of April 11, 2007, by
and among the Borrower, the Servicer, GSC Investment Corp., as the Performance
Guarantor, the CP Lenders, the Committed Lenders and the Managing Agents from
time to time party thereto, the Administrative Agent, the Trustee and the Backup
Servicer (as amended, restated, supplemented, or otherwise modified and in
effect 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 “Adjusted
Collateral Balance” set forth in Section 1.1 of the Credit Agreement is
hereby amended by adding the following new proviso at the end of such definition
(and making the appropriate punctuation changes thereto):

       

      ;
provided,
however,
that clause (a)(ii) of this definition shall not include any funds deposited
from the Reserve Account into the Collection Account pursuant to Section
5.3(c) for the payment of any portion of the Required Taxable Net Income
Distribution Amount.

       

      (b)           Clause
(a) of the definition of “Amortization
Events” set forth in Section 1.1 of the Credit Agreement is hereby
amended and restated as follows:

       

      (a)           [Reserved];
or

       

      (c)           the
definition of “Available
Collections” set forth in Section 1.1 of Credit Agreement is hereby
amended and restated as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Available
Collections” is defined in Section
2.7.

       

      (d)           the
definition of “Borrowing
Base” set forth in Section 1.1 of Credit Agreement is hereby amended
and restated as follows:

       

      “Borrowing
Base” means, on any date of determination, the amount equal to the
Adjusted Collateral Balance minus
the Required Equity Investment.

       

      (e)           Clauses
(a) and (g) of the definition of “Excess
Concentration Amount” set forth in Section 1.1 of the Credit Agreement
are hereby amended and restated as follows:

       

      (a)
the aggregate amount by which the Outstanding Principal Balances of Collateral
Debt Obligations which are not Senior Secured Loans, exceeds (i) 85% of the
aggregate Outstanding Principal Balance, at all times that the Maximum Advance
Rate is greater than 35%, or (ii) 90% of the aggregate Outstanding Principal
Balance, at all times that the Maximum Advance Rate is equal to or less than
35%;

       

      (g)
the aggregate amount by which the sum of (i) the aggregate Outstanding Principal
Balances of all Collateral Debt Obligations (other than Defaulted Obligations)
and (ii) the aggregate Moody’s Collateral Value of all Defaulted Obligations, in
each case which have a Moody’s Rating of Caa2 or below exceeds 30% of the
aggregate Outstanding Principal Balance;

       

      (f)           the
definition of “Interest
Coverage Ratio” set forth in Section 1.1 of the Credit Agreement is
hereby deleted in its entirety;

       

      (g)           Clause
(iii) of the proviso of the definition of “Interest
Rate” set forth in Section 1.1 of the Credit Agreement is hereby amended
and restated as follows:

       

      (iii)
for each day during any Settlement Period following the occurrence of an Event
of Default that is continuing, the Interest Rate shall be (A) to the extent the
relevant Lender is a CP Lender that is funding the applicable Advance or portion
thereof through the issuance of Commercial Paper Notes, the sum of (I) the
greater of (x) the CP Rate for such Settlement Period and (y) the Prime Rate,
plus
(II) 2.00%, plus
(III) the Applicable Margin, or (B) to the extent the relevant Lender is not
funding the applicable Advance or portion thereof through the issuance of
Commercial Paper Notes, the sum of (I) the greater of (x) the Adjusted
Eurodollar Rate on such day (or if such day is not a Business
Day, the immediately preceding Business Day) and (y) the Prime Rate,
plus
(II) 3.00%, plus
(III) the Applicable Margin

       

      (h)           the
definition of “Market
Value” set forth in Section 1.1 of the Credit Agreement is hereby amended
by adding the following new proviso at the end of such definition (and making
the appropriate punctuation changes thereto):

       

      
        
          
          

        

        
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      ;
provided
that,
after the Restructuring Effective Date, the “Market Value” for any Collateral
Debt Obligation shall equal the lesser of (i) the Market Value for such
Collateral Debt Obligation calculated without giving effect to this proviso and
(ii) the Market Value for such Collateral Debt Obligation calculated as of the
Restructuring Effective Date.

       

      (i)          
the definition of “Maturity
Date” set forth in Section 1.1 of the Credit Agreement is hereby amended
and restated as follows:

       

      “Maturity
Date” means the date that is two years after the Restructuring Effective
Date.  The Advances Outstanding will be due and payable in full on the
Maturity Date.

       

      (j)           the
definition of “Payment
Date” set forth in Section 1.1 of the Credit Agreement is hereby amended
and restated as follows:

       

      “Payment
Date” means the tenth (10th) day of each calendar month, commencing in
June, 2007, or, if such day is not a Business Day, the next succeeding Business
Day.

       

      (k)           Clause
(b) of the definition of “Required
Equity Investment” set forth in Section 1.1 of the Credit Agreement is
hereby amended and restated as follows:

       

      (b)
thereafter, the greatest of (i) 50% of the Facility Amount, (ii) the sum of the
Outstanding Principal Balances of the aggregate Collateral Debt Obligations owed
by the five largest Obligors of Collateral Debt Obligations at such time, and
(iii) (x) $35,000,000 at all times that the Maximum Advance Rate is greater than
35%, or (y) $30,000,000 at all times that the Maximum Advance Rate is equal to
or less than 35%.

       

      (l)           the
following new definition is hereby added in the appropriate alphabetical order
in Section 1.1 of the Credit Agreement:

       

      “Required
Taxable Net Income Distribution Amount” means, on any Payment Date, the
sum of (x) the taxable net income earned, (y) the net realized capital gains
earned, and (z) the amount of any excise taxes incurred, in each case, by the
Originator during the immediately preceding fiscal quarter that the Originator
is required to distribute to remain in compliance with the RIC/BDC Requirements
and not incur any income or similar federal taxes; provided,
that the amounts set forth in clauses (x) and (y) shall be reduced to the extent
that a dividend in the form of common stock may be substituted for a cash
dividend consistent with the RIC/BDC Requirements, as set forth in IRS Revenue
Procedure 2009-15.

       

      (m)           the
definition of “Reserve
Account” set forth in Section 1.1 of the Credit Agreement is hereby
amended and restated as follows:

       

      
        
          
          

        

        
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      “Reserve
Account” means an account established in accordance with Section
5.3(c).

       

      (n)           the
definition of “Reserve
Account Required Amount” set forth in Section 1.1 of the Credit Agreement
is hereby deleted in its entirety;

       

      (o)           the
following new definition is hereby added in the appropriate alphabetical order
in Section 1.1 of the Credit Agreement:

       

      “Restructuring
Effective Date” means March 23, 2009.

       

      (p)           the
definition of “Substitute
Collateral Debt Obligations” set forth in Section 1.1 of Credit Agreement
is hereby amended and restated as follows:

       

      “Substitute
Collateral Debt Obligation” means any Collateral Debt Obligation which is
substituted for an Ineligible Collateral Debt Obligation pursuant to Section
2.4(c), which satisfies each of the following conditions: (a) the aggregate
Outstanding Principal Balance of such Collateral Debt Obligation shall be equal
to or greater than the Outstanding Principal Balance of the Collateral Debt
Obligation to be replaced; (b) all representations and warranties of the
Borrower with respect to such Collateral Debt Obligation contained in Section
4.1(y) shall be true and correct as of the Substitution Date of any such
Substitute Collateral Debt Obligation; (c) the substitution of any Substitute
Collateral Debt Obligation does not cause an Amortization Event, Default or
Event of Default to occur; and (d) the Administrative Agent shall have given its
prior written consent with respect to such substitution; provided that, the
Administrative Agent’s failure to respond within five (5) Business Days of its
confirmation of receipt (by e-mail or telephone) of the Borrower’s or the
Servicer’s written request (in accordance with Section 12.2) to provide consent
to any substitution, shall be deemed to be the Administrative Agent’s consent to
such substitution.

       

      (q)           Section
2.3 of the Credit Agreement is hereby amended, such that the figures
“$1,000,000” and “$250,000” set forth in clause (c) thereto, are hereby amended
and restated as “$250,000” and “$1,000”, respectively;

       

      (r)           Section
2.3 of the Credit Agreement is hereby amended, such that the following new
clause (d) shall be added thereto:

       

      (d)           From
time to time after the Restructuring Effective Date, the Borrower may prepay any
portion or all of the Advances Outstanding (from amounts on deposit in the
Collection Account, the Reserve Account (solely prior to the occurrence and
continuance of an Event of Default) or otherwise available to the Borrower),
other than with respect to Mandatory Prepayments, by delivering to the
Administrative Agent, the Trustee and each Managing Agent a Borrower Notice at
least two (2) Business Day prior to the date of such repayment; provided,
that no such

       

      
        
          
          

        

        
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      reduction
shall be given effect unless (i) the Borrower has complied with the terms of any
Hedging Agreement requiring that one or more Hedge Transactions be terminated in
whole or in part as the result of any such prepayment of the Advances
Outstanding, and the Borrower has paid all Hedge Breakage Costs owing to the
relevant Hedge Counterparty for any such termination, and (ii) the Borrower
reasonably believes that sufficient funds shall be available on the Payment Date
immediately following the date of such repayment to make the payments required
by clauses (i) through (iii) of Section
2.7(b).  If any Borrower Notice relating to any prepayment is
given, the amount specified in such Borrower Notice shall be due and payable on
the date specified therein, together with accrued Interest to the payment date
on the amount prepaid and any Breakage Costs (including Hedge Breakage Costs)
related thereto.  Any partial prepayment by the Borrower of Advances
hereunder, other than with respect to Mandatory Prepayments, shall be in a
minimum amount of $250,000 with integral multiples of $1,000 above such
amount.  A Borrower Notice relating to any such prepayment shall be
irrevocable when delivered.

       

      (s)           Section
2.7(a) of the Credit Agreement is hereby amended and restated as
follows:

       

      (a)           [Reserved].

       

      (t)           the
lead-in sentence to Section 2.7(b) of the Credit Agreement is hereby amended and
restated as follows:

       

      To
the extent of available Interest Collections and any amounts on deposit in the
Reserve Account:

       

      (u)           Clauses
(iv), (vii) and (viii) of Section 2.7(b) of the Credit Agreement are hereby
amended and restated as follows:

       

      (iv)           Fourth,
to
any Successor Servicer, the accrued and unpaid Servicing Fee and Market
Servicing Fee Differential to the end of the preceding Collection Period, for
the payment thereof; provided that
the amount of Market Servicing Fee Differential payable in any 12-month period
under this clause Fourth
shall not exceed 1.0% of the aggregate Outstanding Principal
Balance;

       

      (vii)           Seventh,
so long as no Event of Default shall have occurred and be continuing, on the
first Payment Date following delivery to the Administrative Agent of (i) the
quarterly or annual financial statements of the Originator, as applicable, and
(ii) a certificate of the chief financial officer (or equivalent officer) of the
Originator providing a reconciliation of GAAP-to-tax accounting and setting
forth the Required Taxable Net Income Distribution Amount, in each case, in form
and substance

       

      
        
          
          

        

        
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      reasonably
satisfactory to the Administrative Agent, to the Borrower, the Required Taxable
Net Income Distribution Amount; and

       

      (viii)       Eighth,
all remaining amounts shall be deposited into the Reserve Account; provided,
however,
that if an Event of Default has occurred and is continuing, all remaining
amounts shall be applied as Principal Collections in accordance with clause (c)
below.

       

      (v)           the
lead-in sentence to Section 2.7(b) of the Credit Agreement is hereby amended and
restated as follows:

       

      To
the extent of available Principal Collections:

       

      (w)           Clauses
(i), (v) and (vi) of Section 2.7(c) of the Credit Agreement are hereby amended
and restated as follows:

       

      (i)           First,
to the parties listed above, any amount remaining unpaid pursuant to clauses
First
through Sixth
under clause (b) above, in accordance with the priority set forth
thereunder;

       

      (v)           Fifth,
to
the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and
to any Successor Servicer, as applicable, pro rata in accordance with the amount
owed to such Person under this clause Fifth,
in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee
Expenses, Market Servicing Fee Differential, Servicing Fee and Transition Costs,
for the payment thereof;

       

      (vi)           Sixth,
(A) to the initial Servicer, to the extent (x) accrued but not yet payable, to
the Servicer Fee Accrual Account, the Servicing Fee (including, without
limitation, the Senior Portion of Servicing Fee) of the Servicer for the prior
Settlement Period and (y) due and payable, to the Servicer, in an amount equal
to its accrued and unpaid Servicing Fee (including, without limitation, the
Senior Portion of Servicing Fee) after giving effect to the application of funds
accrued in the Servicer Fee Accrual Account released on such Payment Date and
(B) to the Servicer (if an Affiliate of the Borrower), (x) all Indemnified
Amounts and (y) reimbursement of all expenses payable to it pursuant to
Section
7.7
and any other amounts then due to it under this Agreement, for the payment
thereof; and

       

      (x)           Section
2.7(d) of the Credit Agreement is hereby amended and restated as
follows:

       

      (d)           [Reserved].

       

      (y)           Section
2.14(a) of the Credit Agreement is hereby amended and restated as
follows:

       

      
        
          
          

        

        
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      (a)
any Discretionary Sale shall be made by the Borrower in a transaction (A)
arranged by the Servicer (or, if a Successor Servicer shall have been appointed
pursuant to Section
7.13, arranged by the Borrower with the approval of the Administrative
Agent) in accordance with the customary management practices of prudent
institutions which manage financial assets similar to the Collateral Debt
Obligations for their own account or for the account of others, (B) reflecting
arm’s-length market terms, (C) in which the Borrower makes no representations,
warranties or covenants and provides no indemnification for the benefit of any
other party to the Discretionary Sale (other than any representations,
warranties or covenants relating to the Borrower’s ownership of or title to the
Collateral Debt Obligation that is the subject of the Discretionary Sale that
are standard and customary in connection with such a sale or for which the
Originator has agreed to fully indemnify the Borrower), and (D) for which the
Borrower shall have received the Administrative Agent’s prior written
consent;
provided that, the Administrative Agent’s failure to respond within five (5)
Business Days of its confirmation of receipt (by e-mail or telephone) of the
Borrower’s or the Servicer’s written request (in accordance with Section 12.2)
to provide consent to any Discretionary Sale, shall be deemed to be the
Administrative Agent’s consent to such Discretionary Sale;

       

      (z)           Section
2.14(b) of the Credit Agreement is hereby amended and restated as
follows:

       

      (b)
after giving effect to the Discretionary Sale on the related Discretionary Sale
Trade Date and the payment to the Trustee required under Section
2.14(d), (A) all representations and warranties of the Borrower contained
in Section
4.1 shall be true and correct as of the Discretionary Sale Trade Date,
(B) neither a Event of Default nor Default shall have occurred and be
continuing, (C) the Borrowing Base Test shall have been satisfied, and, if such
Discretionary Sale Trade Date takes place during the Amortization Period,
following the application of the funds described in clause (d) below, the ratio
of the Borrowing Base to the Drawn Amount shall have been improved, (D) the
RIC/BDC Requirements are satisfied and (E) the Required Equity Investment shall
be maintained;

       

      (aa)           Section
2.14(d) of the Credit Agreement is hereby amended and restated as
follows:

       

      (d)  on
the related Discretionary Sale Settlement Date, the Administrative Agent shall
have received into the Collection Account, in immediately available funds, an
amount (i) during the Revolving Period, equal to the sum of (A) the portion of
the Advances Outstanding to be prepaid so that the requirements of Section
2.14(b) shall have been satisfied as of such Discretionary Sale
Settlement Date plus
(B) an amount equal to all unpaid Interest to the extent reasonably determined
by the Administrative Agent

       

      
        
          
          

        

        
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      to
be attributable to that portion of the Advances Outstanding to be paid in
connection with the Discretionary Sale plus
(C) an aggregate amount equal to the sum of all other amounts due and owing to
the Administrative Agent, the Backup Servicer, the Indemnified Parties and the
Hedge Counterparties, as applicable, under this Agreement and the other
Transaction Documents, to the extent accrued to such date and to accrue to the
next Payment Date (including, without limitation, Hedge Breakage Costs and any
other payments owing to the Hedge Counterparties in respect of the termination
of any Hedge Transaction) in each case, to the extent attributable to the
Collateral to be sold by the Borrower pursuant to this Section
2.14; provided,
that
the Administrative Agent shall have the right to determine whether the amount
paid (or proposed to be paid) by the Borrower on the Discretionary Sale
Settlement Date is sufficient to satisfy the requirements in clauses
(A) through (C)
of this clause
(d) and is sufficient to reduce the Advances Outstanding to the extent
requested by the Borrower in connection with the Discretionary Sale and (ii)
following the end of the Revolving Period, equal to the proceeds of such
Discretionary Sale; provided,
however,
that, with the written consent of the Administrative Agent, the Borrower may
reinvest the proceeds of such Discretionary Sale in new Collateral Debt
Obligations within a period not to exceed 30 days from the Discretionary Sale
Settlement Date.  Any proceeds of any such Discretionary Sale which
are to be reinvested with the consent of the Administrative Agent will be
released from the Collection Account on the date of such reinvestment,
regardless of whether such date shall otherwise be a Payment Date
hereunder.

       

      (bb)           Section
5.1(j) of the Credit Agreement is hereby amended and restated as
follows:

       

      (j)           Distributions.  The
Borrower may not declare or pay or make, directly or indirectly, any
distribution (whether in cash or other property) with respect to any Person’s
equity interest in the Borrower (collectively, a “Distribution”);
provided,
however,
that (i) if the following shall be true, both before and after giving effect to
such Distribution (A) the Advances Outstanding shall not exceed the Facility
Amount, (B) neither an Event of Default nor a Default under Section
8.1(a)
shall have occurred and be continuing, (C) the Borrowing Base Test shall have
been satisfied, and (D) the Required Equity Investment shall be maintained, the
Borrower may make Distributions, and (ii) if no Event of Default has occurred
and is continuing, upon the Borrower’s receipt on any Payment Date of the
Required Taxable Net Income Distribution Amount, or any portion thereof,
pursuant to Section
2.7(b)(vii),
the Borrower may make a Distribution of such amount on or within two (2)
Business Days following such Payment Date.

       

      (cc)           Section
5.1(w) of the Credit Agreement is hereby amended and restated as
follows:

       

      
        
          
          

        

        
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      (w)
[Reserved].

       

      (dd)           Section
5.3(c) of the Credit Agreement is hereby amended and restated as
follows:

       

      (c)           Establishment
of Reserve Account.  The
Borrower or the Servicer on its behalf shall cause to be established, on or
before the Closing Date, and maintained in the name of the Borrower but under
the control of the Trustee for the benefit of the Secured Parties with an office
or branch of a Qualified Institution a segregated corporate trust account, which
may be a securities account or a deposit account (the “Reserve
Account”);
provided that
at all times such depository institution or trust company shall be a Qualified
Institution.  So long as no Event of Default has occurred and is
continuing (i) on any Business Day preceding a Payment Date, if the amounts on
deposit in the Collection Account are insufficient to make the payments required
by Sections 2.7(b)(i)
through (vii),
as applicable, the Servicer or the Administrative Agent, as applicable, shall
direct the Trustee to deposit funds from the Reserve Account into the Collection
Account in an aggregate amount equal to the lesser of (A) the additional amount
necessary to make such payments and (B) the amount on deposit in the Reserve
Account, and (ii) pursuant to and in accordance with Section
2.3(d),
the Servicer or the Administrative Agent, as applicable, upon the request of the
Borrower, shall direct the Trustee to use funds from the Reserve Account to pay
the Lenders, pro rata,
in order to reduce the Advances Outstanding.  Upon the occurrence and
during the continuation of an Event of Default, the Administrative Agent shall
direct the Trustee or the Servicer, as applicable, to withdraw all remaining
amounts on deposit in the Reserve Account and apply them as Principal
Collections in accordance with Section
2.7(c)
hereof.

       

      (ee)           Clause
(ii) of Section 6.3(b) of the Credit Agreement is hereby amended and restated as
follows:

       

      (ii)
the requirement set forth in clause (D) of Section 2.14(a) shall be
satisfied,

       

      (ff)           Section
7.12(a) of the Credit Agreement is hereby amended, such that the following new
clause (xi) shall be added thereto (and the appropriate punctuation and
grammatical changes shall be made thereto):

       

      (xi)           if
any Event of Default shall occur and be continuing,

       

      (gg)           the
lead-in sentence to Section 8.1 of the Credit Agreement is hereby amended and
restated as follows:

       

      The
occurrence and continuance of any of the following events shall constitute an
Event of Default (each, an “Event
of Default”):

       

      
        
          
          

        

        
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      (hh)           Clauses
(b) and (k) of Section 8.1 of the Credit Agreement are hereby amended and
restated as follows:

       

      (b)
the Borrowing Base Test shall not be met, and such failure continues for a
period of thirty (30) consecutive days; or

       

      (k)
the Equity Investment shall be less than the Required Equity Investment, and
such condition shall continue unremedied for a period of thirty (30) consecutive
days; or

       

      SECTION
2.  Covenant
of Borrower.  The Borrower hereby covenants to pay, using funds
other than those in the Collection Account as of the date hereof, on or prior to
March 24, 2009, to the Lenders, pro
rata, an aggregate amount equal to $1,000,000 in immediately available
funds, which shall be applied in its entirety to reduce the Advances Outstanding
as of such date of payment.

       

      SECTION
3.  Conditions.  This
Amendment shall become effective on the day and year set forth above (the “Effective
Date”) upon satisfaction of each of the following conditions (in form and
substance reasonably acceptable to the Administrative Agent):

       

      (a)           the
Administrative Agent (or its counsel) shall have received counterpart signature
pages of this Amendment, executed by each of the parties hereto;

       

      (b)           each
of the conditions precedent (other than the effectiveness of this Amendment) for
the effectiveness of that certain Amendment No. 1 to Fee Letter (the “Fee
Letter Amendment”), dated as of the date hereof, by and among GSC
Investment Funding LLC, GSC Investment Corp., the Administrative Agent, the
Managing Agent and Deutsche Bank Securities Inc., as Arranger, shall have been
satisfied;

       

      (c)           the
Administrative Agent (or its counsel) shall have received a favorable opinion
letter of Mayer, Brown, Rowe & Maw LLP, counsel to the Borrower and
Originator, in form and substance satisfactory to the Administrative Agent, with
respect to (i) the characterization of each transfer of collateral debt
obligations from the Originator to the Borrower pursuant to the Purchase
Agreement as sales, and (ii) the nonconsolidation under the Bankruptcy Code of
the assets and liabilities of the Borrower with the assets and liabilities of
the Originator in the event that the Originator were to become a debtor in a
case under the Bankruptcy Code;

       

      (d)           the
Termination Date shall not have occurred;

       

      (e)           after
giving effect to this Amendment, (i) the Borrowing Base Test shall be satisfied,
as calculated on the date hereof, and (ii) the Drawn Amount shall not be greater
than the Facility Amount; and

       

      (f)           the
Required Equity Investment shall be maintained.

       

      
        
          
          

        

        
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      SECTION
4.  Representations
and Warranties of the Borrower and the Servicer.  Each of the
Borrower and the initial Servicer represent and warrant that:

       

      (a)           it
has taken all necessary action to authorize the execution, delivery and
performance of this Amendment;

       

      (b)           this
Amendment has been duly executed and delivered by it and constitutes its legal,
valid and binding obligations, enforceable in accordance with its terms, except
as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity);

       

      (c)           no
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by it of this
Amendment, except those that have been obtained or made and are in full force
and effect;

       

      (d)           the
representations and warranties it has made set forth in Section 4.1 or Section
7.5 of the Credit Agreement, as applicable, are true and correct as of the date
hereof (except for those which expressly relate to an earlier date), both before
and after giving effect to this Amendment, as though made on and as of the date
hereof; and

       

      (e)           no
event has occurred, or would result after giving effect to this Amendment, that
constitutes an Event of Default or a Default.

       

      SECTION
5.  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 or in the Fee
Letter Amendment, 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 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.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      SECTION
6.  Waiver.  The
parties hereto have been notified that, as of the last Determination Date, the
Collateral Quality Tests were not satisfied.  For purposes of clarity, the
parties hereto agree that such failure and any consequences
thereof pursuant to the Credit Agreement are hereby waived.

       

      SECTION
7.  General
Release.  In consideration of Deutsche Bank, as Administrative
Agent, a Committed Lender and a Managing Agent, entering into this Amendment,
the Borrower hereby releases Deutsche Bank, as Administrative Agent, a Committed
Lender and a Managing Agent, and its officers, employees, representatives,
agents, counsel and directors from any and all actions, causes of action,
claims, demands, damages and liabilities of whatever kind or nature, in law or
in equity, now known or unknown, suspected or unsuspected to the extent that any
of the foregoing arises from any action or failure to act under the Credit
Agreement on or prior to the date hereof, except, with respect to any such
Person being released hereby, any actions, causes of action, claims, demands,
damages and liabilities arising out of such Person’s gross negligence, bad faith
or willful misconduct.

       

      SECTION
8.  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
9.  Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

       

      SECTION
10.  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
11.  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, the Fee Letter 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]

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      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 Allorto	 
	 	 	
                Name: 
      

              	Richard Allorto	 
	 	 	
                Title:

              	Treasurer	 
	 	 	 	 	 


      

       

      
         

        
          	 	
                  GSCP
      (NJ), L.P.

                
	 	 
	 	By: GSCP (NJ), Inc.,
      its general partner
	 	 	 
	 	 	 
	 	By:  	/s/ David L.
      Goret	 
	 	 	
                  Name: 
      

                	David L.
    Goret	 
	 	 	
                  Title:

                	Senior Managing
      Director and Secretary	 
	 	 	 	 	 


        

         

        
           

          Signature
Page to Amendment No. 5

          to Credit
Agreement

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
         

        
          	 	
                  
                    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. 5

          to Credit
Agreement

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        
          	 	
                  
                    
                      U.S.
      BANK NATIONAL ASSOCIATION, as Trustee and Backup
      Servicer

                    

                  

                
	 	 	 
	 	 	 
	 	By:  	/s/ Crystal L.
      Crudup	 
	 	 	
                  Name: 
      

                	Crystal L.
      Crudup	 
	 	 	
                  Title:

                	Assistant Vice
      President	 
	 	 	 	 	 


        

      

       

       

      
        Signature
Page to Amendment No. 5

        to Credit
Agreement

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
undersigned acknowledges its receipt of a copy of Amendment No. 5 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
      Allorto	 
	 	 	
                  Name: 
      

                	Richard
      Allorto	 
	 	 	
                  Title:

                	Chief Financial
      Officer	 
	 	 	 	 	 


        

         

         

        
          Signature
Page to Amendment No. 5

          to Credit
Agreement