-
Ex. A-1-6
IN WITNESS WHEREOF, the Issuer has caused this Note to be 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:
Ex. A-1-7
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-Refi Notes referred to in the within-mentioned
Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
Ex. A-1-8
SCHEDULE A
SCHEDULE OF EXCHANGES OR REDEMPTIONS
The outstanding principal amount of the Class A-Refi Notes represented by this
[Rule 144A][Regulation S] Global Secured Note on the Closing Date is
U.S.$[205,000,000]. The following exchanges, redemptions of or increase in the
whole or a part of the Class A-Refi 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
Ex. A-1-9
Exhibit A-2
FORM OF CERTIFICATED CLASS A-REFI NOTE
CERTIFICATED NOTE
representing
CLASS A-REFI SENIOR SECURED FLOATING RATE NOTES DUE 2023
THIS NOTE (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