Exhibit 10.1 


 


 





EXECUTION VERSION




 


 








FIRST AMENDMENT

Dated as of April 8, 2019

to

REVOLVING CREDIT AND SECURITY AGREEMENT

Dated as of February 4, 2019


 


This FIRST AMENDMENT
TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of April 8, 2019, is entered into by
and among GOLUB CAPITAL BDC 3, INC., a Maryland corporation, as borrower (in such capacity, “Borrower”) and
Signature Bank, as the administrative agent and a lender under the Credit Agreement (as defined below) (“Signature Bank”).


 


RECITALS


 


WHEREAS, the Borrower
and Signature Bank are parties to that certain Revolving Credit and Security Agreement, dated as of February 4, 2019 (as may be
further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, the parties
hereto wish to make certain changes to the Credit Agreement as further described herein.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements contained herein and in the Credit Agreement, the parties hereto agree as follows:


 


Section 1.Definitions.
All capitalized terms not otherwise defined herein are used as defined in the Credit Agreement.


 


Section 2.Changes
to the Credit Agreement. Effective as of the Effective Date (as defined below), the Credit Agreement is hereby amended as
follows:


 


2.1.       The
definition of “Maximum Commitment” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety
as follows:


 


“Maximum Commitment”
means $225,000,000, as such amount may be increased by Borrowers in accordance with Section 3.6 or decreased by Borrowers
pursuant to Section 3.5.


 


2.2.       Schedule
II of the Credit Agreement is hereby amended and restated in its entirety by deleting the existing Schedule II and
replacing it with the Schedule II attached hereto.


 


Section 3.Conditions
Precedent to Closing. Section 2 hereof shall become effective on the date (the “Effective Date”)
upon which each of the following conditions precedent have been satisfied or waived:


 


3.1.       Signature
Bank shall have received a counterpart (or counterparts) of this Amendment, executed and delivered by Borrower, or other evidence
satisfactory to Signature Bank of the execution and delivery of this Amendment by Borrower;


 






     


     


    

 


3.2.       Signature
Bank shall have received true and correct copies of the resolutions adopted by Borrower approving or consenting to the transactions
contemplated by this Amendment, certified by a Responsible Officer of Borrower, as in effect on the Effective Date; and


 


3.3.       Borrower
shall have paid all fees and other amounts due and payable on or prior to the date hereof, including, without limitation, (a)
payment of a facility increase fee in an amount equal to $83,888.89, which amount shall be payable to Signature Bank and shall
be fully earned as of the Effective Date, non-refundable and not creditable against any other fee due and owing under the Loan
Documents, and (b) payment of all reasonable expenses required to be reimbursed or paid by Borrower hereunder, including the reasonable
and documented fees and disbursements of Cadwalader, Wickersham & Taft LLP.


 


Section 4.Miscellaneous.


 


4.1.       Reaffirmation
of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, Borrower hereby reaffirms all covenants
applicable to it, and confirms the representations and warranties set forth in the Credit Agreement and the other Loan Documents
are true and correct in all material respects (except to the extent such representations and warranties expressly relate to an
earlier date).


 


4.2.       Representations
and Warranties. Borrower hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation
of such Person, enforceable against it in accordance with its terms, subject to Debtor Relief Laws and general equitable principles
(whether considered a proceeding in equity or at law), and (ii) upon the Effective Date, no Event of Default or Potential Default
shall exist.


 


4.3.       References
to the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to
the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended
hereby.


 


4.4.       Effect
on Credit Agreement. Except as specifically amended above, the Credit Agreement and all other Loan Documents executed and/or
delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.


 


4.5.       No
Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy
of Signature Bank or any other Lender under the Credit Agreement or any other document, instrument or agreement executed in connection
therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.


 


4.6.       Governing
Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.


 






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4.7.       Successors
and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


 


4.8.       Headings.
Section headings in this Amendment are for reference only and shall in no way affect the interpretation of this Amendment.


 


4.9.       Counterparts.
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement,
and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart
hereof, or a signature page hereto, by facsimile or in a .pdf or similar file shall be effective as delivery of a manually executed
original counterpart thereof.


 


[Signatures Follow]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.


 


	 	BORROWER: 
	 	 
	 	GOLUB CAPITAL BDC 3, INC., a Maryland 
	 	corporation, as Initial Borrower
	 	 
	 	By:	/s/ Ross A. Teune	 
	 	Name: Ross A. Teune
	 	Title: Chief Financial Officer


 


 








 


 


 


 


 


 





Signature
Bank – Golub BDC 3

First Amendment to Revolving Credit and Security Agreement


 




     


     


    

 


 


	 	ADMINISTRATIVE AGENT AND LENDER:
	 	 
	 	SIGNATURE BANK
	 	 
	 	 
	 	By:	/s/ Trevor Freeman	 
	 	Name: Trevor Freeman
	 	Title: Managing Director


 


 


 


 


 


 










 


 





Signature
Bank – Golub BDC 3

First Amendment to Revolving Credit and Security Agreement




     


     


    

 


SCHEDULE II


 


SCHEDULE II


Lender Commitments


 


	Lender	Commitment
	Signature
    Bank	$225,000,000
	Total	$225,000,000