Exhibit 10.1


 





EXECUTION VERSION







 


THIRD AMENDMENT

Dated as of February 7, 2020

to

REVOLVING CREDIT AND SECURITY AGREEMENT

Dated as of February 4, 2019


 


This THIRD AMENDMENT
TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of February 7, 2020, is entered into
by and among GOLUB CAPITAL BDC 3, INC., a Maryland corporation and GBDC 3 FUNDING II LLC, a Delaware limited liability company,
as borrowers (in such capacity, each a “Borrower”, and together, the “Borrowers”) and Signature
Bank, as the administrative agent and a lender under the Credit Agreement (as defined below) (“Signature Bank”).


 


RECITALS


 


WHEREAS, the Borrowers
and Signature Bank are parties to that certain Revolving Credit and Security Agreement, dated as of February 4, 2019 (as amended
by that certain First Amendment to Revolving Credit and Security Agreement, dated as of April 8, 2019, that certain Second Amendment
to Revolving Credit and Security Agreement, dated as of May 31, 2019, that certain Additional Borrower Joinder Agreement to Revolving
Credit and Security Agreement, dated as of August 23, 2019, and 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 “Available Commitment” in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:


 


““Available
Commitment” means, at any time of determination, the lesser of: (a) the Maximum Commitment; and (b) the sum of (i)(x)
from February 7, 2020 until (and including) April 7, 2020, eighty percent (80%) of the aggregate Unfunded Capital Commitments and
Pending Capital Calls (to the extent that the applicable Capital Call was made less than ten (10) days prior to the time of determination)
of the Investors that are not Defaulting Investors; and (y) after April 7, 2020, seventy-five percent (75%) of the aggregate Unfunded
Capital Commitments and Pending Capital Calls (to the extent that the applicable Capital Call was made less than ten (10) days
prior to the time of determination) of the Investors that are not Defaulting Investors, plus (ii) the NAV Advance
Amount, minus, in each case, the FX Reserve Amount.”


 






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2.2.       
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 $275,000,000, as such amount may be increased by Borrowers in accordance with Section 3.6 or
decreased by Borrowers pursuant to Section 3.5.”


 


2.3.       
Section 11.4(a) is hereby amended and restated in its entirety as follows:


 


“11.4.Notice.






 


(a)       
Notices Generally. Any notice, demand, request or other communication which any party
hereto may be required or may desire to give hereunder shall be in writing (except where telephonic instructions or notices are
expressly authorized herein to be given).


 


If to a Borrower:


 


At the addressed specified with respect thereto on Schedule
I hereto.


 


If to Administrative Agent:


 


Signature Bank

1400 Broadway, 26th Floor


New York, New York 10121


Attention: Trevor Freeman

Telephone: (646) 968-4337

Email: trfreeman@signatureny.com


 


With copies to (which shall not constitute notice
hereunder):


 


Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Michael Mascia

Telephone: (704) 348-5160

Email: michael.mascia@cwt.com


 


If to any Lender, at
the address specified for it on Schedule II hereto.


 


Any party hereto may
change its address for purposes of this Credit Agreement by giving notice of such change to the other parties pursuant to this
Section 11.4.”


 


2.4.       
Schedule I of the Credit Agreement is hereby amended and restated in its entirety by deleting the existing Schedule
I and replacing it with the Schedule I attached hereto.


 






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2.5.       
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 Borrowers,
or other evidence satisfactory to Signature Bank of the execution and delivery of this Amendment by Borrowers;


 


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


 


3.3.       
Borrowers 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 $99,178.08, 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 Borrowers 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, each 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. Each 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.


 






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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.


 


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.


 


 





	 	BORROWERS: 
	 	 	 	 
	 	GOLUB CAPITAL BDC 3, INC., a Maryland corporation
	 	 	 	 
	 	By:	/s/ Ross Teune	 
	 	Name:	Ross A. Teune	 
	 	Title:	Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	GBDC 3 FUNDING II LLC, a Delaware limited liability company
	 	 
	 	By:	Golub Capital BDC 3, Inc.	 
	 	 	its Sole Member	 
	 	 	 	 
	 	By:	/s/ Ross Teune	 
	 	Name:	Ross A. Teune	 
	 	Title:	Chief Financial Officer	 







 









 


 


 


 


 











Signature
Bank – Golub BDC 3

Third Amendment to Revolving Credit and Security Agreement









     


     


    

 





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







 


 


 


 


 


 


 


 





Signature
Bank – Golub BDC 3

Third Amendment to Revolving Credit and Security Agreement









     


     


    

 


SCHEDULE I






Borrower Information


 





	
        Name
	
        Type
        of Borrower
	
        Jurisdiction
        of Formation
	
        Type
        of Entity
	
        Collateral
        Account
	
        Investment
        

Collection Account

	Golub Capital BDC 3, Inc.	Initial Borrower	Maryland	Corporation	3302226750	Not applicable
	GBDC 3 Funding II LLC	Additional Borrower	Delaware	Limited Liability Company	Not applicable	223040-200; 223040-700




  



Notice Information:


 


GOLUB CAPITAL BDC 3, INC.;

GBDC 3 FUNDING II LLC:


 





	Chief Executive Office /	 
	Principal Place of Business:	Golub Capital BDC 3, Inc.
	 	200 Park Avenue, 25th Floor
	 	New York, NY 10166
	 	 
	Notice Address:	Golub Capital BDC 3, Inc.
	 	200 Park Avenue, 25th Floor
	 	New York, NY 101663
	 	Attention: David B. Golub 
	 	Email: StructuredProducts@golubcapital.com 
	 	 
	 	With a copy to: 
	 	Golub Capital LLC
	 	130 Harbour Place, Suite 340
	 	Davidson, North Carolina 28036
	 	Attention: Daniel Colaizzi
	 	Email: dcolaizzi@golubcapital.com
	 	 
	 	And:
	 	 
	 	Foley Hoag LLP
	 	155 Seaport Boulevard
	 	Boston, Massachusetts 02210 
	 	Attention: Thomas B. Draper
	 	Email: tdraper@foleyhoag.com







 


 







     


     


    

 


SCHEDULE II


Lender Commitments


 


	Lender	Commitment
	Signature Bank	$275,000,000
	Total	$275,000,000