Exhibit 10.5


 


EXECUTION VERSION


 


FIRST AMENDMENT TO

AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT

(GCIC Funding LLC)


 


THIS FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of September 10, 2015 (this “Amendment”), is entered
into by and among GCIC FUNDING LLC, as the Borrower (the “Borrower”), GC ADVISORS LLC, as the Servicer, Golub
Capital Investment Corporation, as the Transferor, the Institutional Lenders identified on the signature pages hereto, WELLS
FARGO BANK, N.A., as the Swingline Lender, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral
Custodian, and WELLS FARGO SECURITIES, LLC, as the Administrative Agent (in such capacity, the “Administrative Agent”).


 


RECITALS


 


WHEREAS, the above-named
parties have entered into that certain Amended and Restated Loan and Servicing Agreement, dated as of May 13, 2015, (as amended,
supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, the Transferor,
the Servicer, each of the Conduit Lenders and Institutional Lenders from time to time party thereto, each of the Lender Agents
from time to time party thereto, the Swingline Lender, and the Collateral Agent, the Account Bank and the Collateral Custodian;


 


WHEREAS, pursuant to and
in accordance with Section 11.01 of the Agreement, the parties hereto desire to amend the Agreement in certain respects as provided
herein;


 


NOW, THEREFORE, based upon
the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:


 


SECTION
1.          Definitions.


 


Each capitalized term used
but not defined herein has the meaning ascribed thereto in the Agreement.


 


SECTION
2.          Amendment.


 


2.1           The
definition of “Maximum Facility Amount” in Section 1.01 of the Agreement shall be amended and restated in its entirety
as follows:


 


“Maximum
Facility Amount” means $345,000,000 on the First Amendment Date; provided that upon the request of the Borrower
and approval of the Administrative Agent in its sole discretion, the Maximum Facility Amount may be increased at any point subsequent
to the First Amendment Date and prior to the end of the Reinvestment Period upon and subject to (i) the applicable Lenders’
agreement (in their sole discretion) to provide the increased commitment and (ii) customary terms and conditions, including no
Event of Default shall have occurred or resulted therefrom; provided that at all times after the Reinvestment Period, the
Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.


 




     


     


    

 


2.2           Section
1.01 of the Agreement is hereby amended by adding the following new defined term in the appropriate alphabetical order:


 


“First Amendment
Date” means September 10, 2015.


 


2.3           A
new Section 2.02(h) is hereby added to the Agreement as follows:


 


“(h)          On
the date of any increase in the Maximum Facility Amount due to the addition of a new Lender, the Borrower shall (i) deliver a duly
completed Borrowing Bate Certificate (updated to the date of such increase in the Maximum Facility Amount due to the addition of
a new Lender) and the current Loan Tape and (ii) be deemed to have requested Borrowings hereunder (in such amounts as specified
by the Administrative Agent in an email notice to the Borrower and the Lenders) solely from the new Lender(s) and the proceeds
of such Borrowings shall be immediately applied solely to repay the principal amount of the Advances of the existing Lenders such
that the Advances Outstanding of each Lender (new and existing) relative to the total Advances Outstanding hereunder is commensurate
with such Lender’s Commitment as a percentage of the total Commitments hereunder (after giving effect to such increase(s)
in the Maximum Facility Amount). A Notice of Borrowing or a Notice of Reduction need not be given to effect the borrowing and paydown
set forth in this Section 2.02(h).


 


2.4           The
last sentence of Section 2.09 of the Agreement is amended in its entirety to read as follows:


 


The Non-Usage Fee
Rate (the “Non-Usage Fee Rate”) shall be equal to:


 


(a)          for
the period from (and including) the Amended and Restated Closing Date through (and excluding) June 4, 2015, (i) 0.50% on any Unused
Portion up to or equal to the dollar threshold specified on Annex B hereto with respect to the then-applicable Maximum Facility
Amount at such time and (ii) 2.00% on any Unused Portion in excess of the dollar threshold specified on Annex B hereto with
respect to the then-applicable Maximum Facility Amount at such time;


 


(b)          for
the period from (and including) June 4, 2015 through (and excluding) the First Amendment Date, (i) 0.50% on any Unused Portion
up to or equal to the dollar threshold specified on Annex B hereto with respect to the then-applicable Maximum Facility
Amount at such time and (ii) 2.00% on any Unused Portion in excess of the dollar threshold specified on Annex B hereto with
respect to the then-applicable Maximum Facility Amount at such time;


 


(c)          for
the period from (and including) the First Amendment Date through (and excluding) the four (4) month anniversary of the First Amendment
Date (i) 0.50% on any Unused Portion up to or equal to the dollar threshold specified on Annex B hereto with respect to
the then-applicable Maximum Facility Amount at such time and (ii) 2.00% on any Unused Portion in excess of the dollar threshold
specified on Annex B hereto with respect to the then-applicable Maximum Facility Amount at such time; and


 




    2 


     


    

 


(d)          thereafter,
(i) 0.50% on any Unused Portion up to or equal to the first 40% of the Maximum Facility Amount of such Unused Portion and (ii)
2.00% on any Unused Portion in excess of the first 40% of the Maximum Facility Amount;


 


provided that,
for the first six (6) months following a Term Securitization, where Wells Fargo Securities, LLC serves as the lead or joint lead
bookrunner, the Non-Usage Fee Rate shall be calculated at a rate of 0.50% on any Unused Portion and thereafter, as calculated in
clauses (a), (b) and (c) above as applicable.


 


2.5           Section
5.02(h) of the Agreement is hereby amended by deleting the phrase “without the prior written consent of the Administrative
Agent” in its entirety and inserting in lieu thereof “without the prior written consent of the Administrative Agent
and the Required Lenders”.


 


2.6           Section
5.02(m) of the Agreement is hereby amended by deleting the phrase “without the prior written consent of the Administrative
Agent” in its entirety and inserting in lieu thereof “without the prior written consent of the Administrative Agent
and the Required Lenders”.


 


2.7           Section
5.04(a)(iv) of the Agreement is hereby amended and restated in its entirety as follows:


 


(iv)        the
Administrative Agent and the Required Lenders shall have consented in writing to such consolidation, merger, conveyance or transfer;
provided that the consent of the Administrative Agent and the Required Lenders shall not be required in the event that the
Servicer consolidates or merges into an Affiliate of the Servicer or conveys or transfers all or substantially all of its properties
and assets to an Affiliate of the Servicer, in each case, so long as (x) the surviving entity has, together with its Affiliates,
at least $2,000,000,000 of assets under management (measured as of the last day of the most recent fiscal quarter of such surviving
entity and its Affiliates) and (y) the surviving entity’s regular business includes the servicing of assets similar to the
Collateral Portfolio.


 


2.8           Section
6.08(d) of the Agreement is hereby amended and restated in its entirety as follows:


 


The Servicer will
submit to the Administrative Agent, each Lender Agent and the Collateral Agent, (i) within 60 days after the end of each of its
first three fiscal quarters of each fiscal year of (x) Golub Capital Investment Corporation (excluding the fiscal quarter
ending on the date specified in clause (ii)), consolidated unaudited financial statements of Golub Capital Investment Corporation
for the most recent fiscal quarter and (y) the Borrower (excluding the fiscal quarter ending on the date specified in clause
(ii)), unaudited financial statements of the Borrower for the most recent fiscal quarter and (ii) within 90 days after the
end of each fiscal year of (x) Golub Capital Investment Corporation, consolidated audited financial statements of Golub Capital
Investment Corporation, audited by a firm of nationally recognized independent public accountants, as of the end of such fiscal
year and (y) the Borrower, consolidated audited financial statements of the Borrower, audited by a firm of nationally recognized
independent public accountants, as of the end of such fiscal year.


 




    3 


     


    

 


2.9           Annex
A of the Agreement is hereby amended and restated in its entirety as follows:


 


	Conduit Lender	 	Commitment	 
	 	 	 	 	 
	Institutional Lender	 	 	Commitment	 
	Wells Fargo Bank, N.A.	 	$	175,000,000	 
	Capital One, National Association	 	$	100,000,000	 
	State Street Bank and Trust Company	 	$	50,000,000	 
	Talmer Bank and Trust	 	$	20,000,000	 
	 	 	 	 	 
	Total:	 	$	345,000,000	 



 


2.10         Section
11.02 of the Agreement is hereby amended by adding the following directly after “Email: john.swain@capitalone.com”:


 


State Street Bank and
Trust Company, as Lender


Box 5302


Boston, MA 02206


Attention: Peter Connolly,
AVP


Tel: (617) 662-8588


Facsimile No.: (617)
988-6677


Email: pjconnolly@statestreet.com


 


With a copy to:


 


State Street Bank and
Trust Company


Box 5303


Boston, MA 02206


Attention: Charles Inkeles,
VP


Tel: (617) 662-8908


Facsimile No.: (617)
662-8664


Email: cinkeles@statestreet.com


 


And


 


State Street Bank and
Trust Company


Box 5303


Attention: Barbara Yates,
VP


Boston, MA 02206


Tel: (617) 662-8627


Facsimile No.: (617)
662-8665


Email: bsyates@statestreet.com



 




    4 


     


    

 


Talmer Bank and Trust, as Lender


333 West Wacker Dr., Suite 710


Chicago, IL 60606


Attention: Mark Smaizys


Tel: (312) 912-6006


Facsimile No.: (312) 912-6028


Email: msmaizys@talmerbank.com


 


With a copy to:


 


Talmer Bank and Trust


2301 W. Big Beaver Rd., Suite 525


Troy, MI 48084


Attention: Kim Cox


Tel: (248) 244-2804


Facsimile No.: (248) 244-2872


Email: kcox@talmerbank.com


 


2.11         Annex
B of the Agreement is hereby amended by deleting the “Scale of Select Defined Terms Based on Facility Amount” in its
entirety and inserting in lieu thereof the a new “Scale of Select Defined Terms Based on Facility Amount” in the form
of Exhibit A hereto.


 


SECTION
3.          Agreement in Full Force and Effect as Amended.


 


Except as specifically
amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly
or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute
a novation of the Agreement.


 


SECTION
4.          Representations and Warranties.


 


The Borrower hereby represents
and warrants as of the date of this Amendment as follows:


 


(a)          this
Amendment has been duly executed and delivered by it;


 


(b)          this
Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally or by general principles of equity; and


 




    5 


     


    

 


(c)          there
is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result from entering
into this Amendment.


 


SECTION
5.          Conditions to Effectiveness.


 


The effectiveness of this
Amendment is subject to receipt by the Administrative Agent of (a) executed counterparts (or other evidence of execution, including
facsimile signatures, satisfactory to the Administrative Agent) of this Amendment and the fee letters related thereto, (b) an opinion
of counsel to the Borrower in form and substance acceptable to the Administrative Agent and (c) the fee specified in the fee letters.


 


SECTION
6.          Miscellaneous.


 


(a)          This
Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same
or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute
one and the same agreement.


 


(b)          The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


 


(c)          This
Amendment may not be amended or otherwise modified except as provided in the Agreement.


 


(d)          The
failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 


(e)          Whenever
the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the
plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine
and feminine.


 


(f)          This
Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and
may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten
oral agreements between the parties.


 


(g)          THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Remainder of Page Intentionally Left Blank]


 




    6 


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date
first written above.


 


	BORROWER:	GCIC FUNDING LLC
	 	 	 
	 	By:	Golub Capital Investment Corporation,
	 	 	its designated manager
	 	 	 
	 	By:	/s/ David B. Golub
	 		Name: David B. Golub
	 		Title: President and Chief Executive Officer
	 	 	 
	THE SERVICER:	GC ADVISORS LLC
	 	 	 
	 	By:	David B. Golub
	 		Name: David B. Golub
	 		Title: President
	 	 	 
	THE TRANSFEROR:	GOLUB CAPITAL INVESTMENT CORPORATION 
	 	 	 
	 	By:	/s/ David B. Golub
	 		Name: David B. Golub
	 		Title: President and Chief Executive Officer
	 	 	 
	THE COLLATERAL AGENT, ACCOUNT BANK AND COLLATERAL CUSTODIAN:	 	WELLS FARGO BANK, N.A.
	 	 	 
	 	By:	/s/ Philip Dean
	 		Name: Philip Dean
	 		Title: Vice President


 


[Signatures Continue on the Following Page]


 




    	 	S-1	First
                                         Amendment to A&R LSA (GCIC)



     


    

 


	ADMINISTRATIVE AGENT:	WELLS FARGO SECURITIES, LLC
	 	 
	 	By:	/s/ Beale Pope
	 	 	Name: Beale Pope
	 	 	Title: Vice President
	 	 
	INSTITUTIONAL AND SWINGLINE LENDER:	WELLS FARGO BANK, N.A.
	 	 	 
	 	By:	/s/ Raj Shah
	 	 	Name: Raj Shah
	 	 	Title: Managing Director
	 	 	 
	INSTITUTIONAL LENDER:	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Bridget Rainero
	 	 	Name: Bridget Rainero
	 	 	Title: SVP


 




    	 	S-2	First
                                         Amendment to A&R LSA (GCIC)



     


    

 


	INSTITUTIONAL LENDER:	STATE STREET BANK AND TRUST COMPANY
	 	 	 
	 	By:	/s/ Charles Inkeles
	 	 	Name: Charles Inkeles
	 	 	Title: Vice President
	 	 	 
	INSTITUTIONAL LENDER:	TALMER BANK AND TRUST
	 	 	 
	 	By:	/s/ Mark Smaizys
	 	 	Name: Mark Smaizys
	 	 	Title: Managing Director


 




    	 	S-3	First
                                         Amendment to A&R LSA (GCIC)



     


    

 


Exhibit A


 


Scale
of select defined terms based on Maximum Facility Amount


 


	Maximum
    Facility Amount	 	$	175,000,000	 	 	$	225,000,000	 	 	$	250,000,000	 	 	$	275,000,000	 	 	$	350,000,000	 	 	$	375,000,000	 	 	$	400,000,000	 	 	$	450,000,000	 	 	$	500,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum Equity Amount	 	 	36,750,000	 	 	 	47,250,000	 	 	 	52,500,000	 	 	 	57,750,000	 	 	 	67,000,000	 	 	 	71,500,000	 	 	 	76,500,000	 	 	 	81,000,000	 	 	 	85,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted
    Borrowing Value (Obligor Limits)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Largest two Obligors	 	 	15,500,000	 	 	 	20,000,000	 	 	 	22,000,000	 	 	 	24,000,000	 	 	 	28,000,000	 	 	 	30,000,000	 	 	 	32,000,000	 	 	 	33,750,000	 	 	 	35,000,000	 
	Third and fourth largest
    Obligors	 	 	12,500,000	 	 	 	16,000,000	 	 	 	17,750,000	 	 	 	20,000,000	 	 	 	22,750,000	 	 	 	24,275,000	 	 	 	26,000,000	 	 	 	28,125,000	 	 	 	30,000,000	 
	All other Obligors	 	 	10,500,000	 	 	 	13,500,000	 	 	 	15,000,000	 	 	 	16,500,000	 	 	 	17,500,000	 	 	 	18,750,000	 	 	 	20,000,000	 	 	 	22,500,000	 	 	 	25,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-usage
    Fee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Clause (a)	 	 	115,000,000	 	 	 	165,000,000	 	 	 	190,000,000	 	 	 	215,000,000	 	 	 	215,000,000	 	 	 	215,000,000	 	 	 	215,000,000	 	 	 	215,000,000	 	 	 	215,000,000	 
	Clause (b)	 	 	70,000,000	 	 	 	120,000,000	 	 	 	145,000,000	 	 	 	170,000,000	 	 	 	170,000,000	 	 	 	170,000,000	 	 	 	170,000,000	 	 	 	170,000,000	 	 	 	170,000,000	 
	Clause (c)	 	 	Not
                                         Applicable	 	 	 	Not
                                         Applicable	 	 	 	Not
                                         Applicable	 	 	 	110,000,000	 	 	 	185,000,000	 	 	 	210,000,000	 	 	 	235,000,000	 	 	 	285,000,000	 	 	 	335,000,000