EX-10.21



 





Exhibit 10.21




INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into this 20th day
of March, 2007 (the “Effective Date”), by and between GSC Investment LLC, a Maryland limited
liability company (the “Company”), and Thomas V. Inglesby (“Indemnitee”).



     WHEREAS, the Company is a newly organized limited liability company that expects to merge (the
“Merger Transaction”) with and into GSC Investment Corp., a Maryland corporation (the
“Corporation”) that in turn expects to file an election to be treated as a business development
company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and to
elect to be taxable as a regulated investment company commencing with its taxable year ending
December 31, 2007. Unless the context otherwise requires, references to the “Company” included
herein shall mean both GSC Investment LLC prior to the closing of the Merger Transaction and GSC
Investment Corp. on or after such closing.



     WHEREAS, GSCP (NJ), L.P., a Delaware limited partnership (the “Adviser”), currently provides
investment advisory services to the Company pursuant to an Investment Advisory and Management
Agreement between the Company and the Adviser (the “Advisory Agreement”); and



     WHEREAS, Indemnitee currently serves as an investment committee member of the Adviser and may,
therefore, be subjected to claims, suits or proceedings arising as a result of his service; and



     WHEREAS, as an inducement to the Adviser to continue to serve as the Company’s investment
adviser and to Indemnitee to continue to serve as an investment committee member of the Adviser,
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 provides or provided
investment advisory services to the Company pursuant to the Advisory Agreement in his capacity as
an investment committee member of the Adviser.



     (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.



2









 





     (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, 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 provide investment advisory
services to the Company pursuant to the Advisory Agreement in his capacity as an investment
committee member of the Adviser. However, this Agreement shall not impose any obligation on
Indemnitee or the Company or the Adviser to continue Indemnitee’s service to the Company or the
Adviser 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 as provided in this Agreement.



     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,



3









 







(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 connection 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 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 Maryland General Corporation Law (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



4









 







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 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



5









 







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, (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



6









 







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 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



7









 







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 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



8









 







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 shall not be deemed exclusive of any other rights to which 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



9









 







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.



     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,



10









 







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.



     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.



11









 







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 LLC

12 East 49th Street

Suite 3200

New York, NY 10017

Attention: Chief Compliance 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.




     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]




12









 








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



	 	 	 	 	 
	 	GSC INVESTMENT LLC

 	 
	 	By:  	/s/ Thomas V. Inglesby
 	 
	 	 	Name:  	Thomas V. Inglesby 	 
	 	 	Title:  	Director and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	THOMAS V. INGLESBY

 	 
	 	By:  	/s/ Thomas V. Inglesby
 	 
	 	 	Name:  	Thomas V. Inglesby 	 
	 	 	Address: 	 
	 




13









 








EXHIBIT A




FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED



The Board of Directors of GSC Investment LLC



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 LLC (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 investment committee member of GCSP (NJ), L.P. 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.



 









 





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



	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 
	 

	 	 	 	 	 	(SEAL)
	 


	 	 	 	 

	 	 






15