THIRTEENTH AMENDMENT TO

LOAN AND SERVICING AGREEMENT

(Golub Capital BDC Funding LLC)


 


THIS THIRTEENTH AMENDMENT
TO LOAN AND SERVICING AGREEMENT, dated as of October 17, 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”).


 


R E C I T A L S


 


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.


 


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


 


““Agented Loan”
means any Loan Asset originated as a part of a syndicated loan transaction that has been closed (without regard to any contemporaneous
or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio.”


 


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


 






    	 



    	 



    

 


““Loan Asset Checklist”
means an electronic or hard copy, as applicable, of a checklist in the form of Exhibit S delivered by or on behalf of the
Borrower to the Collateral Custodian, that identifies each of the items which constitute Required Loan Documents to be included
within the respective Loan Asset File, which shall specify whether such document is an original or a copy and includes the identification
number and the name of the Obligor with respect to the related Loan Asset.”


 


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


 


““Reinvestment Period”
shall mean the period commencing on the Closing Date and ending on the day preceding the earliest of (i) November 22, 2015 (or
such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders pursuant to
Section 2.19(b)), (ii) the occurrence of an Event of Default and (iii) the date of any voluntary termination by the Borrower
pursuant to Section 2.18(b).”


 


2.4The definition of “Required
Loan Documents” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:


 


““Required Loan Documents”
means, for each Loan Asset, the following documents or instruments, all as specified on the related Loan Asset Checklist:


 


(a)(i) the original executed promissory
note or, if accompanied by an original “lost note” affidavit and indemnity, a copy of the executed underlying promissory
note, endorsed by the Borrower in blank (and an unbroken chain of endorsements from each prior holder thereof to the Borrower)
and (ii) if such promissory note is not issued in the name of the Borrower or in a Noteless Loan Asset, a copy of each assignment
and assumption agreement, transfer document or instrument relating to such Loan Asset evidencing the assignment of such Loan Asset
from the prior third party owner thereof (if any) to the Borrower and from the Borrower either to the Collateral Agent or in blank;


 


(b)to the extent applicable to
the related Loan Asset, copies of the executed (i) guaranty, (ii) underlying credit or loan agreement (or similar agreement pursuant
to which the related Loan has been issued or created), (iii) acquisition agreement (or similar agreement) and (iv) security agreement,
mortgage or other agreement that secures the obligations represented by such Loan, in each case as set forth on the Loan Asset
Checklist; and


 


(c)with respect to any Loan Asset
originated by the Transferor and with respect to which the Transferor acts as administrative agent (or in a comparable capacity),
either (i) copies of the UCC-1 Financing Statements, if any, and any related continuation statements, each showing the Obligor
as debtor and the Collateral Agent as total assignee or showing the Obligor, as debtor and the Transferor (or the applicable Affiliate)
as secured party and each with evidence of filing thereon, or (ii) copies of any such financing statements certified by the Servicer
to be true and complete copies thereof in instances where the original financing statements have been sent to the appropriate public
filing office for filing, in each case as set forth in the Loan Asset Checklist.”


 






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2.5The definition of “Stated Maturity
Date” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:


 


““Stated Maturity Date”
means October 17, 2019 or such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative
Agent and the Lenders pursuant to Section 2.19(a).”


 


2.6Section 5.01(dd) of the Agreement
is hereby amended and restated in its entirety as follows:


 


“(dd)[Reserved].”


 


2.7 Section 6.09 of the Agreement is
hereby amended and restated in its entirety as follows:


 


“Section 6.09Annual
Statement as to Compliance. The Servicer will provide to the Administrative Agent, each Lender Agent and the Collateral Agent
within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on September 30, 2012,
a fiscal report signed by a Responsible Officer of the Servicer certifying that (a) a review of the activities of the Servicer,
and the Servicer’s performance pursuant to this Agreement, for the fiscal period ending on the last day of such fiscal year
has been made under such Person’s supervision and (b) the Servicer has performed or has caused to be performed in all material
respects all of its obligations under this Agreement throughout such year and no Servicer Termination Event has occurred. The Borrower
will provide to the Administrative Agent, each Lender Agent and the Collateral Agent within 90 days following the end of each calendar
year, commencing with the fiscal year ending on December 31, 2014 (i) a certification, based upon a review and summary of UCC search
results, that there is no other interest in the Collateral Portfolio perfected by filing of a UCC financing statement other than
in favor of the Collateral Agent and (ii) a certification, based upon a review and summary of tax and judgment lien searches satisfactory
to the Administrative Agent, that there is no other interest in the Collateral Portfolio based on any tax or judgment lien.”


 


2.8Clause (b) of Section 10.02 of the
Agreement is hereby amended to add a new clause (ii) thereto as follows and to renumber existing clauses (ii), (iii), (iv), (v),
(vi), (vii) and (viii) as (iii), (iv), (v) (vi), (vii), (viii) and (ix):


 


“(ii)The Collateral
Agent shall promptly upon its actual receipt of a (i) Borrowing Base Certificate from the Borrower, re-calculate the Borrowing
Base and, if the Collateral Agent’s calculation does not correspond with the calculation provided by the Borrower on such
Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Servicer within one (1)
Business Day of receipt by the Collateral Agent of such Borrowing Base Certificate.”


 






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2.9Clause (b)(i) of Section 12.02 of
the Agreement is hereby amended in its entirety to read as follows:


 


“(i)The Collateral
Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to Section 3.02(a)
and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured
Parties. Within five Business Days of its receipt of any Required Loan Documents, the related Loan Tape and a hard copy of the
Loan Asset Checklist, the Collateral Custodian shall review the Required Loan Documents to confirm that (A) such Required Loan
Documents have been executed by each party thereto (either an original or a copy, as indicated on the Loan Asset Checklist) and
have no missing or mutilated pages, (B) filed stamped copies of the UCC and other filings (required by the Required Loan Documents)
are included, (C) each item listed in the Loan Asset Checklist is included and verify it has been provided to the Collateral Custodian
without any missing pages or sections, and (D) the related original balance (based on a comparison to the note or assignment agreement,
as applicable), Loan Asset number and Obligor name, as applicable, with respect to such Loan Asset is referenced on the related
Loan Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing
review by the Collateral Custodian, in connection with each delivery of Required Loan Documents hereunder to the Collateral Custodian,
the Servicer shall provide to the Collateral Custodian a hard copy (which may be preceded by an electronic copy, as applicable)
of the related Loan Asset Checklist which contains the Loan Asset information with respect to the Required Loan Documents being
delivered, identification number and the name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to
the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such
Required Loan Documents based on the information provided on the Loan Asset Checklist. If, at the conclusion of such review, the
Collateral Custodian shall determine that (i) the original balance of the Loan Asset with respect to which it has received Required
Loan Documents is less than as set forth on the Loan Tape or the Obligor name does not match, the Collateral Custodian shall notify
the Administrative Agent and the Servicer of such discrepancy within one Business Day, or (ii) any Review Criteria is not satisfied,
the Collateral Custodian shall within one Business Day notify the Servicer of such determination and provide the Servicer with
a list of the non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have five
Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance
has not been cured within such time period, such Loan Asset shall be deemed to be a Warranty Loan Asset and shall no longer be
included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing
(in the form of Exhibit N) by the Servicer and approved by the Administrative Agent within 10 Business Days of the Collateral
Custodian’s delivery of such report, the Collateral Custodian shall return any Loan Asset which fails to satisfy a Review
Criteria to the Borrower. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any
Required Loan Documents. Notwithstanding anything to the contrary contained herein, the Collateral Custodian shall have no duty
or obligation with respect to any Loan Asset checklist delivered to it in electronic form.”


 






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2.10 Clause 2 in Schedule III of the
Agreement is hereby amended and restated in its entirety as follows:


 


“2.The Obligor with
respect to each such Loan Asset is organized under the laws of the United States or any state thereof or Canada (provided that
immediately after giving effect to the acquisition of such Loan Asset by the Borrower, the aggregate Adjusted Borrowing Value (after
giving effect to any deduction pursuant to clause (12) but prior to giving effect to any deduction pursuant to this clause (2)
and clause (39)) of all Eligible Loan Assets the Obligors of which are domiciled in Canada shall not exceed the greater of (i)
15% of the sum of (x) the aggregate Adjusted Borrowing Value (prior to giving effect to any deduction pursuant to this clause (2),
clause (12) and clause (39)) of all Eligible Loan Assets plus (y) any amounts on deposit in the Principal Collection Account or
(ii) $10,000,000 (and to the extent such threshold is exceeded, such excess shall not be included in the Adjusted Borrowing Value
of the applicable Eligible Loan Assets for purposes of the calculation of Borrowing Base))”


 


2.11 Clause 12 in Schedule III of the
Agreement is hereby amended and restated in its entirety as follows:


 


“12.Immediately after
giving effect to the acquisition of such Loan Asset by the Borrower, the aggregate Adjusted Borrowing Value (prior to giving effect
to any deduction pursuant to clause (2), this clause (12) and clause (39)) of all Eligible Loan Assets that are first lien last-out
loans shall not exceed the greater of (i) 15% of the sum of (x) aggregate Adjusted Borrowing Value (prior to giving effect to any
deduction pursuant to clause (2), this clause (12) and clause (39)) of all Eligible Loan Assets plus (y) any amounts on deposit
in the Principal Collection Account or (ii) $10,000,000 (and to the extent such threshold is exceeded, such excess shall not be
included in the Adjusted Borrowing Value of the applicable Eligible Loan Assets for purposes of the calculation of Borrowing Base).”


 


2.12 Clause 39 in Schedule III of the
Agreement is hereby amended and restated in its entirety as follows:


 


“39.Immediately after
giving effect to the acquisition by the Borrower of such Loan Asset, the Adjusted Borrowing Value (after giving effect to any deduction
pursuant to clause (12) and clause (2) but prior to giving effect to any deduction pursuant to this clause (39)) of all Eligible
Loan Assets that are fixed rate Loan Assets shall not exceed the greater of (i) 10% of the sum of (x) the aggregate Adjusted Borrowing
Value (after giving effect to any deduction pursuant to clause (12) and clause (2) but prior to giving effect to any deduction
pursuant to this clause (39)) of all Eligible Loan Assets plus (y) any amounts on deposit in the Principal Collection Account or
(ii) $7,500,000 (and to the extent such threshold is exceeded, such excess shall not be included in the Adjusted Borrowing Value
of the applicable Eligible Loan Assets for purposes of the calculation of Borrowing Base).”


 






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2.13 Clause 41 in Schedule III of the
Agreement is hereby deleted in its entirety.


 


2.14 A new Exhibit S is added to the
Agreement in the form of Exhibit S 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.


 


SECTION
5.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
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.


 






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(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.


 


(h)This Amendment
to the Agreement will result in a “material modification” that affects this transaction’s status as a “grandfathered
obligation” (each as defined in FATCA) for FATCA purposes. The Collateral Agent, the Account Bank and the Collateral Custodian
shall be entitled to rely, and shall be fully protected in relying upon, the foregoing statement and shall have no obligation to
determine and shall assume that this transaction’s status as a “grandfathered obligation” under FATCA has not
changed, unless and until the Collateral Agent, the Account Bank and the Collateral Custodian receives written notice from the
Borrower.


 


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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:	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 

	 	 
	THE TRANSFEROR AND SERVICER:	
        GOLUB CAPITAL BDC, INC. 

	 	
         

         

        By: /s/ Ross A. Teune

        Name: Ross A. Teune

        Title:
Chief Financial Officer 

	 	 
	THE COLLATERAL AGENT, ACCOUNT BANK AND COLLATERAL CUSTODIAN:	
        WELLS FARGO BANK, N.A. 

	 	 
	 	
         

        By: /s/ Carol Tracey

        Name: Carol Tracey

        Title:
Vice President 



 


 


[Signatures Continue on the Following
Page]


 






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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/ Mike Romanzo

        Name: Mike Romanzo

        Title: Director



 






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Exhibit S