Exhibit 10.5
AMENDMENT TO THE
CONTRIBUTION AND EXCHANGE AGREEMENT
DATED AS OF MARCH 20, 2007
AMONG
GSC
INVESTMENT LLC,
GSC
CDO III L.L.C.,
GSCP (NJ), L.P.,
AND
THE
OTHER INVESTORS PARTY HERETO
This AMENDMENT TO THE CONTRIBUTION
AND EXCHANGE AGREEMENT (the “ Amendment ”) dated
as of March 20, 2007 by and among GSC Investments LLC, a Maryland
limited liability company (“ Newco ”), GSC CDO
III, L.L.C., a Delaware limited liability company (the “
Class A Investor ”) and the persons identified
below (collectively, the “ Class B Investors
,” together with the Class A Investor, the “
Investors ”) and GSCP (NJ), L.P., a Delaware limited
partnership (the “ Manager, ” together with
Newco and the Investors, the “ Parties ”).
WHEREAS the Parties entered into the
Contribution and Exchange Agreement dated October 17, 2006
(the “ Agreement ”) with respect to the
contribution to Newco (i) of certain general partner and
limited partner interests in GSC Partners CDO GP III, L.P., a
Cayman Islands exempted limited partnership ( “ CDO III
GP ”), by the Investors and the Manager, and (ii) of
the rights and obligations of the Manager under the Collateral
Management Agreement dated as of November 5, 2001 (the “
Collateral Management Agreement ”) in exchange for
common shares of Newco (“ Common Shares
”);
WHEREAS CDO III GP is the general
partner of GSC Partners CDO Investors III, L.P., a Cayman Island
exempted limited partnership, which owns all of the outstanding
Subordinated Notes of GSC Partners CDO Fund III, Limited, a Cayman
Islands company (“ CDO Fund III ”); and
WHEREAS the Parties wish to amend the
Agreement in accordance with Section 5.01 of the
Agreement.
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 1.01. Purchase of
Role as Collateral Manager. In lieu of Newco’s obligation
to deliver Common Shares to the Manager in consideration of the
Manager’s assignment of the Collateral Management Agreement
to Newco pursuant to and in accordance with Section 1.01(b) of
the Agreement, Newco shall, subject to the following terms and
conditions, pay to the Manager cash consideration in the amount
equal to the fair value of the role as collateral manager of CDO
Fund III. The fair value of the role as collateral manager of
