Exhibit 10.6


 


EXECUTION VERSION


SECOND AMENDMENT TO

AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT

(GCIC Funding LLC)


 


THIS SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of March 9, 2016 (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 “Adjusted Borrowing Value” in Section 1.01 of the Agreement shall be amended and restated in its entirety
as follows:


 


“Adjusted
Borrowing Value” means, for any Eligible Loan Asset, for any date of determination, an amount equal to the lowest of:
(i) the Outstanding Balance of such Eligible Loan Asset at such time, (ii) the Purchase Price of such Eligible Loan Asset multiplied
by the Outstanding Balance of such Eligible Loan Asset at such time and (iii) the Assigned Value of such Eligible Loan Asset at
such time multiplied by the Outstanding Balance of such Eligible Loan Asset at such time; provided that the parties hereby
agree that the Adjusted Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset shall be zero. Amounts in excess
of the Obligor limits set forth on Annex B hereto with respect to the then-applicable Maximum Facility Amount at such time
(as such amount may be reduced from time to time in accordance with Section 2.3(a)) shall not be included in the Adjusted
Borrowing Value of the applicable Eligible Loan Assets; provided that (i) for any Eligible Loan Assets to DCA Investment
Holding, LLC existing as of the Second Amendment Date, the applicable limit shall equal the Adjusted Borrowing Value thereof as
of the Second Amendment Date and (ii) for any Eligible Loan Assets to Mills Fleet Farm approved by the Administrative Agent as
of the Second Amendment Date, the applicable limit shall equal the lesser of (A) the Adjusted Borrowing Value thereof as of the
applicable Cut-Off Date and (B) $28,000,000. For the avoidance of doubt, any time either of the Eligible Loan Assets to DCA Investment
Holding, LLC or Mills Fleet Farm exceeds the “Largest three Obligors” limit set forth in Annex B with respect
to the then-applicable Maximum Facility Amount at such time, each of such Obligors with an excess thereof will be deemed to occupy
one of the “Largest three Obligors” limits set forth in Annex B with respect to the then-applicable Maximum
Facility Amount at such time and such limit shall not otherwise be available to any other Obligors.


 




     


     


    

 


2.2           The
definition of “Applicable Percentage” in Section 1.01 of the Agreement shall be amended and restated in its entirety
as follows:


 


“Applicable
Percentage” means (i) with respect to First Lien Loans, 67.5% and (ii) with respect to First Lien Last Out Loans, 40%;
provided that the Applicable Percentage with respect to First Lien Loans shall be 65% from and after the first occurrence
of the Unfunded Capital Commitments of Golub Capital Investment Corporation being less than the greater of (i) $70,000,000 and
(ii) 10% of the total Capital Commitments of Golub Capital Investment Corporation.


 


2.3           The
definition of “Eligible Loan Asset” in Section 1.01 of the Agreement shall be amended by adding the following as new
clause (oo) as alphabetically appropriate as follows::


 


(oo)         Immediately
after giving effect to the acquisition by the Borrower of such Loan Asset, the sum of all commitments associated with Revolving
Loan Assets and all unfunded commitments associated with Delayed Draw Loan Assets shall not, collectively, exceed 10% of the sum
of the aggregate Adjusted Borrowing Value of all Eligible Loan Assets.


 


2.4           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 $370,000,000; 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 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.


 




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2.5           The
following new definitions are added to Section 1.01 of the Agreement as alphabetically appropriate as follows:


 


“Capital
Commitment” means, with respect to any stockholder of Golub Capital Investment Corporation who has entered into a subscription
agreement with Golub Capital Investment Corporation for the purchase of shares of the common stock of Golub Capital Investment
Corporation, its “Capital Commitment” as defined in the subscription agreement by and between such stockholder and
Golub Capital Investment Corporation.


 


“Second
Amendment Date” means March 9, 2016.


 


“Unfunded
Capital Commitment” means, with respect to any stockholder of Golub Capital Investment Corporation who has entered into
a subscription agreement with Golub Capital Investment Corporation for the purchase of shares of the common stock of Golub Capital
Investment Corporation, that portion of the Capital Commitment of such Person which is still available to be called (i.e., the
unfunded Capital Commitment of such member minus the sum of any amounts as to the payment of which such Person is excused,
as a result of regulatory concerns or otherwise, or is otherwise discharged (by act of any Person, by operation of law, or otherwise),
minus that portion of the proceeds of any pending capital calls that are not allocated to be contributed to the Borrower
or to be used to pay an Obligation of the Borrower arising from or related to the transactions contemplated by this Agreement)
minus any advances outstanding under any capital call facility pursuant to which such uncalled Capital Commitments have
been pledged.


 


2.6           Section
2.09 of the Agreement shall be amended by deleting the phrase “as calculated in clauses (a), (b) and (c) above as applicable”
in the proviso thereto in its entirety and inserting in lieu thereof “as calculated in clauses (a), (b), (c) and (d) above
as applicable”.


 


2.7           Section
11.02 of the Agreement is hereby amended by adding the following directly after “Email: kcox@talmerbank.com”


 


California Bank & Trust, as Lender


1900 Main Street, Suite 200


Irvine, California 92614


Attn: Chris Edmonds


Tel: (949) 251-7772


Facsimile: (949) 862-7333


Email: christopher.edmonds@calbt.com


 




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With a copy to


 


California Bank & Trust


401 W. Whitter Blvd., Suite 200


La Habra, California 90631


Attn: Maxine Hunter


Tel: (713) 232-6355


Facsimile: (713) 232-3658


Email: Maxine.Hunter@zionsbancorp.com


 


2.8           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	 
	California Bank & Trust	 	$	25,000,000	 
	Talmer Bank and Trust	 	$	20,000,000	 
	 	 	 	 	 
	Total:	 	$	370,000,000	 



 


2.9           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 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


 


(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.


 




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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 or other electronic signatures, satisfactory to the Administrative Agent) of this Amendment and the fee letters related
thereto, and (b) the fees specified in the fee letters.


 


SECTION
6.          Miscellaneous.


 


(a)          This
Amendment may be executed in any number of counterparts (including by facsimile or other electronic method), 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. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION
WITH THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


[Remainder of Page Intentionally Left Blank]


 




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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:	/s/ 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	Second 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/ Matt Jensen
	 	 	Name: Matt Jensen
	 	 	Title: Director
	 	 	 
	INSTITUTIONAL LENDER:	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Michael Sznajder
	 	 	Name: Michael Sznajder
	 	 	Title: Managing Director


 


[Signatures Continue on the Following Page]


 




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



     


    

 


	INSTITUTIONAL LENDER:	STATE STREET BANK AND TRUST COMPANY
	 	 	 
	 	By:	/s/ Charles Inkeles
	 	 	Name: Charles Inkeles
	 	 	Title: Managing Director
	 	 	 
	INSTITUTIONAL LENDER:	TALMER BANK AND TRUST
	 	 	 
	 	By:	/s/ Mark Smaizys
	 	 	Name: Mark Smaizys
	 	 	Title: Managing Director
	 	 	 
	INSTITUTIONAL LENDER:	CALIFORNIA BANK & TRUST
	 	 	 
	 	By:	/s/ Christopher J. Edmonds
	 	 	Name: Christopher J. Edmonds
	 	 	Title: Senior Vice President


 




    	 	S-3	Second 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	 	 	$	370,000,000	 	 	$	375,000,000	 	 	$	400,000,000	 	 	$	450,000,000	 	 	$	500,000,000	 
	Minimum Equity Amount - clause (i)	 	 	27,000,000	 	 	 	34,500,000	 	 	 	38,000,000	 	 	 	42,500,000	 	 	 	53,500,000	 	 	 	56,500,000	 	 	 	57,000,000	 	 	 	61,500,000	 	 	 	69,000,000	 	 	 	76,000,000	 
	Adjusted Borrowing Value
    (Obligor Limits)
	Largest three Obligors	 	 	10,500,000	 	 	 	13,500,000	 	 	 	15,000,000	 	 	 	16,500,000	 	 	 	21,000,000	 	 	 	22,200,000	 	 	 	22,500,000	 	 	 	24,000,000	 	 	 	27,000,000	 	 	 	30,000,000	 
	All other Obligors	 	 	8,750,000	 	 	 	11,250,000	 	 	 	12,500,000	 	 	 	13,750,000	 	 	 	17,500,000	 	 	 	18,500,000	 	 	 	18,750,000	 	 	 	20,000,000	 	 	 	22,500,000	 	 	 	25,000,000	 
	Non-usage Fee
	Clause (1)	 	 	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	 	 	 	215,000,000	 
	Clause (2)	 	 	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	 	 	 	170,000,000	 
	Clause (3)	 	 	Not
                                         Applicable	 	 	 	Not
                                         Applicable	 	 	 	Not
                                         Applicable	 	 	 	110,000,000	 	 	 	185,000,000	 	 	 	185,000,000	 	 	 	210,000,000	 	 	 	235,000,000	 	 	 	285,000,000	 	 	 	335,000,000