Exhibit 10.12


 


Execution Version


AMENDMENT NO. 2



TO THE LIMITED LIABILITY COMPANY AGREEMENT


 


OF GCIC SENIOR LOAN FUND LLC


 


This Amendment No. 2, effective
as of December 30, 2015 (this “Amendment”), to the Limited Liability Company Agreement of GCIC Senior Loan Fund
LLC (the “Company”), dated as of December 31, 2014 (as amended, the “LLC Agreement”), is
entered into by and between the Members pursuant to Section 10.9 of the LLC Agreement.


 


WHEREAS, the Members
desire to amend the LLC Agreement as provided in this Amendment; and


 


WHEREAS, the execution
of this Amendment by each Member shall constitute Prior Member Approval for purposes of the LLC Agreement.


 


NOW, THEREFORE,
the LLC Agreement is hereby amended as follows:


 


1.          Amendment
to Section 1.1.


 


(a)          The
definition of “Change of Control” in Section 1.1 of the LLC Agreement is hereby amended and restated in its entirety
as follows:


 


“Change of Control”:
with respect to any Person, a transaction which causes the owners of such Person as of the date hereof and their Affiliates to
own less than fifty percent (50%) of such Person immediately after such transaction. Notwithstanding the foregoing, for purposes
of the determination of a Change of Control of Aurora, the relevant Person shall be deemed to be Reinsurance Group of America,
Incorporated.


 


(b)          The
definition of “GCIC Representatives” in Section 1.1 of the LLC Agreement is hereby amended and restated in its entirety
as follows:


 


“GCIC Representatives”:
two individuals designated by GCIC to act as its representatives in approving or disapproving matters requiring Member Approval
hereunder. GCIC may designate, remove, or designate a successor to any GCIC Representative by written notice thereof to Aurora.
Any vacancy of a GCIC Representative may be filled by GCIC by written notice to Aurora.


 


(c)          The
definition of “Member Approval” in Section 1.1 of the LLC Agreement is hereby amended and restated in its entirety
as follows:


 


“Member Approval”:
as to any matter requiring Member Approval hereunder, the unanimous approval or unanimous subsequent ratification by either (1)
one GCIC Representative and one Aurora Representative or (2) both of the GCIC Representatives and both of the Aurora Representatives.


 




     


     


    

  


(d)          The
definition of “Organization Costs” in Section 1.1 of the LLC Agreement is hereby amended and restated in its entirety
as follows:


 


“Organization Costs”:
all out-of-pocket costs and expenses reasonably incurred directly by the Company or for the Company by a Member, the Administrative
Agent or its Affiliates in connection with the formation and capitalization of the Company, the initial offering of Company interests
to GCIC and RGA Reinsurance Company of America, and the preparation by the Company to commence its business operations, including,
without limitation, reasonable and documented (i) fees and disbursements of legal counsel to the Company, the Administrative Agent
or its Affiliates, (ii) accountant fees and other fees for professional services, and (iii) travel costs and other out-of-pocket
expenses.


 


(e)          The
definition of “Prior Member Approval” in Section 1.1 of the LLC Agreement is hereby amended and restated in its entirety
as follows:


 


“Prior Member Approval”:
as to any matter requiring Prior Member Approval hereunder, the unanimous prior approval of either (1) one GCIC Representative
and one Aurora Representative or (2) both of the GCIC Representatives and both of the Aurora Representatives.


 


(f)          The
definition of “RGA” in Section 1.1 of the LLC Agreement is hereby amended and restated in its entirety as follows:


 


“Aurora”: Aurora
National Life Assurance Company, or any Person substituted for Aurora as a Member pursuant to the terms of this Agreement.


 


(g)          The
definition of “RGA Representatives” in Section 1.1 of the LLC Agreement is hereby amended and restated in its entirety
as follows:


 


“Aurora Representatives”:
two individuals designated by Aurora to act as its representatives in approving or disapproving matters requiring Member Approval
hereunder. Aurora may designate, remove, or designate a successor to any Aurora Representative by written notice thereof to GCIC.
Any vacancy of an Aurora Representative may be filled by Aurora by written notice to GCIC.


 


2.          Amendment
to Section 6.3. Section 6.3 of the LLC Agreement is hereby amended and restated in its entirety as follows:


 


“Reliance by Third Parties.
Notwithstanding any other provision of this Agreement, any contract, instrument or act on behalf of the Company by a Member, a
GCIC Representative, an Aurora Representative, or any other Person delegated by Member Approval, shall be conclusive evidence in
favor of any third party dealing with the Company that such Person has the authority, power and right to execute and deliver such
contract or instrument and to take such act on behalf of the Company. This Section shall not be deemed to limit the liabilities
and obligations of such Person to seek Member Approval as set forth in this Agreement.” 




     


     


    

  


3.          Amendment
to Section 9.4(a). The last sentence of Section 9.4(a) of the LLC Agreement is hereby amended and restated in its entirety
as follows:


 


“Without limitation to the foregoing,
Aurora shall not engage in the purchase, sale or other trading of securities or derivatives thereof based upon confidential information
received from the Company, GCIC, the Administrative Agent or their Affiliates.” 


 


4.          Amendment
to Section 9.5(a)(i) and 9.5(a)(iii). Section 9.5(a)(i) and Section 9.5(a)(iii) of the LLC Agreement are hereby amended and
restated in their entirety as follows:


 


“(i)          Within
forty-five (45) days after the date as of which a valuation is to be made, the Administrative Agent shall deliver to the GCIC Representatives
and the Aurora Representatives a report as to the recommended valuation as of such date, and provide such Persons with a reasonable
opportunity to request information and to provide comments with respect to the report.” 


 


“(iii)        If
there is an objection to the recommended valuation by a GCIC Representative or a Aurora Representative, then the Administrative
Agent shall cause a valuation of the asset(s) subject to unresolved objection to be made as of such date by an approved valuation
expert (if not already made), and shall determine a valuation of such asset(s) consistent with the valuation as of such date by
the approved valuation expert, and such valuation shall be final. For this purpose, a valuation of an asset as of such date shall
be considered consistent with a valuation of an approved valuation expert if it is equal to the recommended value or within the
recommended range of values determined by the approved valuation expert as of such date. An approved valuation expert shall mean
an independent valuation consultant that either has been approved by Member Approval or has been referenced in a previous valuation
report by the Administrative Agent without objection by any GCIC Representative or Aurora Representative.” 


 


5.          Defined
Terms. Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the LLC Agreement.


 


6.          Applicable
Law. This Amendment shall be governed by, and construed in accordance with, the internal law of the State of Delaware, without
regard to the principles of conflicts of laws thereof.


 




     


     


    

  


7.          Except
as expressly amended hereby, the LLC Agreement remains in full force and effect.


 


[Signature Page Follows]


 




     


     


    

  


IN WITNESS WHEREOF, the Members have
caused this Amendment to be executed and delivered effective as of the date first above written.


 


	 	Golub Capital Investment Corporation
	 	 	 
	 	By:	/s/ David B. Golub
	 	Name:	David B. Golub
	 	Title: 	President and Chief Executive Officer
	 	 	 
	 	Aurora National Life Assurance Company
	 	 	 
	 	By:	/s/ Brian Butchko
	 	Name :	Brian Butchko
	 	Title:	VP, Director, USPM


 


[Signature Page to Amendment No. 2 to the
GCIC Senior Loan Fund LLC Limited Liability Company Agreement]