EXECUTION VERSION


 


 


TWELFTH AMENDMENT TO

LOAN AND SERVICING AGREEMENT

(Golub Capital BDC Funding LLC)


 


THIS TWELFTH AMENDMENT
TO LOAN AND SERVICING AGREEMENT, dated as of June 5, 2014 (this “Amendment”), is entered into by and among GOLUB
CAPITAL BDC Funding LLC, as the Borrower (the “Borrower”), GOLUB
CAPITAL BDC, INC., as the Transferor and the Servicer, the Institutional Lender identified on the signature pages hereto, 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 Loan and Servicing Agreement, dated as of July 21, 2011 (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, 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 Advance Date Assigned Value 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 (a) $13,250,000
with respect to each of any two (2) Obligors (including any Affiliate thereof), (b) $10,500,000 with respect to each of any two
(2) additional Obligors (including any Affiliate thereof) and (c) $9,000,000 in all other instances shall not be included in the
Adjusted Borrowing Value of the applicable Eligible Loan Assets.”


 




    	 



    	 



    

 


2.2     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 the aggregate Commitments as then in effect, which amount shall not exceed $150,000,000; provided that at all times
after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.”


 


2.3     The definition
of “Minimum Equity Amount” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:


 


““Minimum Equity Amount”
means, as of any date of determination, an amount equal to the greater of (a) $31,500,000 and (b) the sum of the Adjusted Borrowing
Value of all Eligible Loan Assets of the three largest Obligors included in the Collateral Portfolio.”


 


2.4     Section
2.09 of the Agreement is hereby amended and restated in its entirety as follows:


 


“Section 2.09Non-Usage Fee.


 


The Borrower shall
pay, in accordance with Section 2.04, pro rata to each Lender (either directly or through the applicable Lender Agent),
a non-usage fee (the “Non-Usage Fee”) payable in arrears for each Remittance Period, equal to the sum of the
products for each day during such Remittance Period of (i) one divided by 360, (ii) the applicable Non-Usage Fee Rate (as defined
below), and (iii) the aggregate Commitments minus the Advances Outstanding on such day (such amount, the “Unused Portion”).
The Non-Usage Fee Rate (the “Non-Usage Fee Rate”) shall be equal to, except as provided in clauses (1), (2),
(3), (4), (5), and (6) below, (i) 0.50% on any Unused Portion up to or equal to the first $60,000,000 of such Unused Portion and
(ii) 2.00% on any Unused Portion in excess of the first $60,000,000:


 


(1)     for
the period from (and including) July 10, 2013 through (and excluding) September 18, 2013, (i) 0.50% on any Unused Portion up to
or equal to the first $40,000,000 of such Unused Portion and (ii) 2.00% on any Unused Portion in excess of the first $40,000,000;


 


(2)     for
the period from (and including) September 18, 2013 through (and excluding) October 18, 2013, 0.50%;


 




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(3)     from
(and including) October 18, 2013 through (and excluding) October 31, 2013, (i) 0.50% on any Unused Portion up to or equal
to the first $70,000,000 of such Unused Portion and (ii) 2.00% on any Unused Portion in excess of the first $70,000,000;


 


(4)     
for the period from (and including) October 31, 2013 through (and excluding) November 18, 2013, (i) 0.50% on any Unused Portion
up to or equal to the first $130,000,000 of such Unused Portion and (ii) 2.00% on any Unused Portion in excess of the first $130,000,000,


 


(5) for the
period from (and including) November 18, 2013 through (and excluding) June 5, 2014, (i) 0.50% on any Unused Portion up to or equal
to the first $100,000,000 of such Unused Portion and (ii) 2.00% on any Unused Portion in excess of the first $100,000,000, and


 


(6) for the
period from (and including) June 5, 2014 through (and excluding) December 5, 2014, 0.50% on any Unused Portion.


 


The Commitment of Wells Fargo Bank, N.A.
on the cover page and Annex A to the Agreement shall be amended and restated as “$150,000,000”.


 


2.3     The Administrative
Agent hereby approves the Golub Capital BDC CLO 2014 LLC as an “Existing Golub BDC CLO” and such CLO is hereby added
to Schedule II.


 


SECTION
3.Waiver and Consent.


 


In connection with
the closing of the Golub Capital BDC CLO 2014 LLC term CLO securitization transaction on June 5, 2014, the Borrower will dividend
to the Transferor Loan Assets pursuant to Section 2.07(g). The Borrower hereby requests, and by signing below the Administrative
Agent and each Institutional Lender hereby consents, that (i) the five Business Day prior written notice requirement to the effectuation
of a Lien Release Dividend is waived for the June 5, 2014 Lien Release Dividend (it being understood that the Administrative Agent’s
signature on the related Notice and Request for Consent shall signify the acceptance by the Administrative Agent of sufficient
notice), (ii) the June 5, 2014 Lien Release Dividend shall be permitted even though the Outstanding Balance of all Loan Assets
released pursuant to Section 2.07(g) exceeds the limitation (specified in Section 2.07(f) and of the Agreement and
Section 6.04 of the Purchase and Sale Agreement) restricting releases to 20% of the Net Purchased Loan Balance (it being
understood that such Loan Assets subject to the June 5, 2014 Lien Release Dividend shall be treated as if sold to an Existing Golub
BDC CLO) and (iii) in connection with the redetermination of the eligibility of the Loan Assets remaining in the Collateral Portfolio
following the June 5, 2014 Lien Release Dividend, the remaining Loan Assets shall not require new Approval Notices from the Administrative
Agent. This waiver and consent is only applicable to the June 5, 2014 Lien Release Dividend and shall not apply to any future Lien
Release Dividend.


 




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SECTION
4.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
5.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.


 


SECTION
6.Conditions to Effectiveness.


 


The effectiveness of
this Amendment is subject to receipt by the Administrative Agent of executed counterparts (or other evidence of execution, including
facsimile signatures, satisfactory to the Administrative Agent) of this Amendment.


 


SECTION
7.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.


 




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(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.


 


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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:	GOLUB CAPITAL BDC FUNDING LLC
	 	 
	 	By:	Golub Capital BDC, Inc.,
	 	 	its designated manager
	 	 
	 	By:	/s/ Ross A. Teune
	 	 	Name: Ross A. Teune
	 	 	Title:   Chief Financial Officer and Treasurer
	 	 
	THE TRANSFEROR AND SERVICER:	GOLUB CAPITAL BDC, INC.
	 	 
	 	By:	/s/ Ross A. Teune
	 	 	Name: Ross A. Teune
	 	 	Title:   Chief Financial Officer and Treasurer
	 	 
	THE COLLATERAL AGENT, ACCOUNT BANK AND COLLATERAL CUSTODIAN:	WELLS FARGO BANK, N.A.
	 	 
	 	By:	/s/ Michael Roth
	 	 	Name: Michael Roth
	 	 	Title:   Vice President


 


[Signatures Continue on the Following
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	ADMINISTRATIVE AGENT:	WELLS FARGO SECURITIES, LLC
	 	 
	 	By:	/s/ Matt Jensen
	 	 	Name: Matt Jensen
	 	 	Title:  Vice President
	 	 
	THE INSTITUTIONAL LENDER:	WELLS FARGO BANK, N.A.
	 	 
	 	By:	/s/ Kevin Sunday
	 	 	Name: Kevin Sunday
	 	 	Title:   Managing Director


 




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