UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): April 14,
2009
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GSC
Investment Corp.
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(Exact
name of registrant
as
specified in charter)
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Maryland
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001-33376
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20-8700615
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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888
Seventh Ave, New York, NY 10019
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (212) 884-6200
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N/A
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On April
14, 2009, GSC Investment Corp. (the “Company”) and GSCP (NJ), L.P. (the
“Administrator”) entered into the following agreements: (1) Amendment to the
Administration Agreement, (2) Agreement to Waive Certain Rights Under the
Administration Agreement and (3) Second Amendment to the Investment Advisory and
Management Agreement.
Under the
Amendment to the Administration Agreement and the Second Amendment to the
Investment Advisory and Management Agreement, the Company and the Administrator
agreed to shorten the notice period for termination of the Administrator from 60
days to 30 days for the period of March 22, 2009 to March 21, 2010 (the “Renewal
Term”).
Under the
Agreement to Waive Certain Rights Under the Administration Agreement, the
Administrator agreed to waive its right to any and all reimbursements that the
Company is obligated to pay pursuant to Section 4 of the Administration
Agreement dated March 21, 2007 until the earlier to occur of (i) the expiration
of the Renewal Term and (ii) such time as the total assets of the Company exceed
$500 million.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Amendment
to the Administration Agreement dated April 14, 2009 by and between GSC
Investment Corp. and GSCP (NJ), L.P.
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10.2
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Agreement
to Waive Certain Rights Under the Administration Agreement dated April 14,
2009 by and between GSC Investment Corp. and GSCP (NJ),
L.P.
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10.3
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Second
Amendment to the Investment Advisory and Management Agreement dated April
14, 2009 between GSC Investment Corp. and GSCP (NJ),
L.P.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GSC
Investment Corp.
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Date:
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April
15, 2009
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Vice
President and Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Amendment
to the Administration Agreement dated April 14, 2009 by and between GSC
Investment Corp. and GSCP (NJ), L.P.
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10.2
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Agreement
to Waive Certain Rights Under the Administration Agreement dated April 14,
2009 by and between GSC Investment Corp. and GSCP (NJ),
L.P.
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10.3
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Second
Amendment to the Investment Advisory and Management Agreement dated April
14, 2009 between GSC Investment Corp. and GSCP (NJ),
L.P.
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Exhibit
10.1
AMENDMENT
TO THE
ADMINISTRATION
AGREEMENT
BY
AND BETWEEN
GSC
INVESTMENT CORP.
AND
GSCP
(NJ), L.P.
Amendment
made this 14th day of April 2009 by and between GSC Investment Corp.,
a Maryland corporation (the “Company’) and GSCP (NJ), L.P.,
a Delaware limited partnership (the “Administrator”).
WHEREAS,
the Company and the Administrator have renewed the Administration Agreement
dated as of March 21, 2007 (the “Agreement”) for a term of one
year, from March 22, 2009 until March 21, 2010; and
WHEREAS the Company and the
Administrator have determined that the notice period for termination of the
Administrator during the renewal term should be shortened from 60 days’ to 30
days;
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the parties hereby agree
as follows:
Amendment to Termination
Provisions. Section 7(b) of the Agreement is hereby amended by
replacing the phrase “upon 60 days’ written notice to the other party” with the
phrase “upon 30 days’ written notice to the Administrator, in the case of
termination by the Company, or 60 days’ written notice to the Company, in the
case of termination by the Administrator”.
Reference to and Effect on
the Agreement. (a) Upon the effectiveness of this Amendment
(i) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the Agreement
as amended or otherwise modified hereby, and (ii) each reference to the
Agreement in any other document, instrument or agreement executed and/or
delivered in connection therewith, shall mean and be a reference to the
Agreement as amended or otherwise modified hereby.
(b) Except
as specifically amended, terminated or otherwise modified above, the terms and
conditions of the Agreement 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.
Governing
Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed on the date hereof
| GSC INVESTMENT CORP. | ||||
| By: | /s/ Richard Allorto | |||
| Name: | Richard Allorto | |||
| Title: | Chief Financial Officer | |||
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GSCP
(NJ), L.P.
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| By: GSCP (NJ), Inc., its general partner | ||||
| By: | /s/ David L. Goret | |||
| Name: | David L. Goret | |||
| Title: |
Senior
Managing Director and Secretary
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Exhibit
10.2
AGREEMENT
TO WAIVE
CERTAIN
RIGHTS UNDER
THE
ADMINISTRATION AGREEMENT
DATED
APRIL 14, 2009
BY
AND BETWEEN
GSC
INVESTMENT CORP
AND
GSCP
(NJ), L.P.
This
AGREEMENT TO WAIVE CERTAIN RIGHTS UNDER THE ADMINISTRATION AGREEMENT (the “Agreement”), dated April 14,
2009 by and between GSC Investment Corp., a Maryland corporation (“GNV”) and GSCP (NJ), L.P., a
Delaware limited partnership (“GSCP” and, together with GNV,
the “Parties”). Capitalized
terms used and not defined herein shall have the meanings ascribed thereto in
the Administration Agreement.
WHEREAS, the Parties entered into the
Administration Agreement, dated as of March 21, 2007 (the “Administration Agreement”)
whereby GSCP agreed to provide certain administrative services to GNV in the
manner and on the terms set forth therein; and
WHEREAS, in return for such
administrative services, GNV is obligated to reimburse the Company on the terms
set forth in Section 4 of the Administration Agreement;
WHEREAS,
the Parties agreed to renew the Administration Agreement for a one year term
expiring March 21, 2010 (the “Renewal Term”);
WHEREAS,
GNV wishes to waive its right to reimbursement for the Renewal Term under the
terms set forth below;
NOW, THEREFORE, in consideration of the
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties hereby agree as follows:
Section 1. Condition to
Reimbursement. The Administrator hereby agrees that, until the
earlier to occur of (i) the expiration of the Renewal Term of the Administration
Agreement and (ii) such time as the total assets of the Company (as computed in
accordance with GAAP) exceed $500 million, the Administrator shall irrevocably
waive its right to any and all reimbursements the Company is obligated to pay to
it under Section 4 of the Administration Agreement during the Renewal
Term. From and after the earlier to occur of (i) the expiration of
the Renewal Term of the Administration Agreement and (ii) such time as the total
assets of the Company (as computed in accordance with GAAP) exceed $500 million,
the Company shall reimburse the Administrator as otherwise set forth in Section
4 of the Administration Agreement.
Section 2. Governing
Law. This Agreement is made and shall be governed and
construed in all respects in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first written
above.
| GSC INVESTMENT CORP. | ||||
| By: | /s/ Richard Allorto | |||
| Name: | Richard Allorto | |||
| Title: | Chief Financial Officer | |||
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GSCP
(NJ), L.P.
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| By: GSCP (NJ), Inc., its general partner | ||||
| By: | /s/ David L. Goret | |||
| Name: | David L. Goret | |||
| Title: |
Senior Managing
Director and Secretary
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Exhibit
10.3
SECOND
AMENDMENT TO THE
INVESTMENT
ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
GSC
INVESTMENT CORP.
AND
GSCP
(NJ), L.P.
Amendment
made this 14th day of April 2009 by and between GSC Investment Corp.,
a Maryland corporation (as successor to GSC Investment LLC) (the
“Company’) and GSCP
(NJ), L.P., a Delaware limited partnership (the “Investment
Adviser”).
WHEREAS,
the Company and the Investment Manager have renewed the Investment Advisory and
Management Agreement dated March 21, 2007 (the “Agreement”) for a term of one
year, from March 22, 2009 until March 21, 2010; and
WHEREAS the Company and the Investment
Adviser have determined that the notice period for termination of the Investment
Adviser during the renewal term should be shortened from 60 days’ to 30
days;
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the parties hereby agree
as follows:
Amendment to Termination
Provisions. Section 9(b) of the Agreement is hereby amended by
replacing the phrase “upon 60 days’ written notice” with the phrase “upon 30
days’ written notice, in the case of termination by the Company or 60 days’
written notice, in the case of termination by the Investment
Adviser”.
Reference to and Effect on
the Agreement. (a) Upon the effectiveness of this Amendment
(i) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the Agreement
as amended or otherwise modified hereby, and (ii) each reference to the
Agreement in any other document, instrument or agreement executed and/or
delivered in connection therewith, shall mean and be a reference to the
Agreement as amended or otherwise modified hereby.
(b) Except
as specifically amended, terminated or otherwise modified above, the terms and
conditions of the Agreement 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.
Governing
Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed on the date hereof
| GSC INVESTMENT CORP. | ||||
| By: | /s/ Richard Allorto | |||
| Name: | Richard Allorto | |||
| Title: | Chief Financial Officer | |||
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GSCP
(NJ), L.P.
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| By: GSCP (NJ), Inc., its general partner | ||||
| By: | /s/ David L. Goret | |||
| Name: | David L. Goret | |||
| Title: |
Senior
Managing Director and Secretary
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