duly executed as of
the date set forth above.
GOLUB CAPITAL BDC 2010-1 LLC
By:
Golub Capital BDC, Inc., its designated manager
By:
Name:
Title:
A-1-8
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes referred to in the within-mentioned Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
A-1-9
SCHEDULE A
SCHEDULE OF EXCHANGES OR REDEMPTIONS
The outstanding principal amount of the Class A Notes represented by this [Rule
144A][Regulation S] Global Secured Note on the Closing Date is
U.S.$174,000,000.
The following exchanges, redemptions of or increase in the
whole or a part of the Class A Notes represented by this [Rule 144A][Regulation
S] Global Secured Note have been made:
Date exchange/
increase made
Original principal
amount of this [Rule
144A][Regulation S]
Global Secured Note
Part of principal
amount of this [Rule
144A][Regulation S]
Global Secured Note
exchanged/redeemed/
increased
Remaining principal
amount of this [Rule
144A][Regulation S]
Global Secured Note
following such
exchange/redemption/
increase
Notation made by
or on behalf of the
Issuer
A-1-10
EXHIBIT A-2
FORM OF GLOBAL CLASS B NOTE
[RULE 144A][REGULATION S] GLOBAL SECURED NOTE
representing
CLASS B SENIOR SECURED FLOATING RATE NOTES DUE 2021
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAW AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB") WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF
SECTION 3(C)(7) OF THE 1940 ACT, AS AMENDED (A "QUALIFIED PURCHASER"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING
FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" (WITHIN THE MEANING OF RULE 501 (a)(1)-(3) OR (7) UNDER THE SECURITIES
ACT) WHO IS A QUALIFIED PURCHASER PURCHASING FOR INVESTMENT AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A)
THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE
INDENTURE AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE
TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAW AND IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE
SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION, (3) TO A QUALIFIED PURCHASER IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR