Approved Golub BDC CLOs
SCHEDULE III Eligibility Criteria SCHEDULE IV Agreed-Upon Procedures For
Independent Public Accountants SCHEDULE V Loan Tape
EXHIBITS
EXHIBIT A Form of Approval Notice EXHIBIT B [Reserved] EXHIBIT C Form of
Borrowing Base Certificate EXHIBIT D Form of Disbursement Request EXHIBIT E Form
of Joinder Supplement EXHIBIT F - Form of Notice of Borrowing EXHIBIT G - Form
of Notice of Reduction (Reduction of Advances Outstanding) EXHIBIT H -
[Reserved] EXHIBIT I-1 - Form of Variable Funding Note EXHIBIT I-2- Form of
Swingline Note EXHIBIT J - Form of Notice and Request for Consent EXHIBIT K -
Form of Certificate of Closing Attorneys EXHIBIT L - Form of Servicing Report
EXHIBIT M - Form of Servicer's Certificate (Servicing Report) EXHIBIT N - Form
of Release of Required Loan Documents EXHIBIT O - Form of Transferee Letter
EXHIBIT P - Form of Power of Attorney for Servicer EXHIBIT Q - Form of Power of
Attorney for Borrower EXHIBIT R - Form of Servicer's Certificate (Loan Asset
Register) EXHIBIT S - Form of Loan Asset Checklist
ANNEXES
ANNEX A Commitments
This AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT is made as of December
18, 2014, among:
(1)
GOLUB CAPITAL BDC FUNDING LLC, a Delaware limited liability company
(together with its successors and assigns in such capacity, the "Borrower");
(2)
GOLUB CAPITAL BDC, INC., a Delaware corporation, as the Servicer (as
defined herein) and as the Transferor (as defined herein);
(3)
EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a
Conduit Lender;
(4)
EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as
an Institutional Lender;
(5)
EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a
Lender Agent;
(6)
WELLS FARGO SECURITIES, LLC, as Administrative Agent (together with
its successors and assigns in such capacity, the "Administrative Agent");
(7)
WELLS FARGO BANK, N.A., as the Swingline Lender (together with its
successors and assigns in such capacity, the "Swingline Lender"); and
(8)
WELLS FARGO BANK, N.A., as the Collateral Agent (together with its
successors and assigns in such capacity, the "Collateral Agent"), the Account
Bank (as defined herein) and the Collateral Custodian (together with its
successors and assigns in such capacity, the "Collateral Custodian").
RECITALS
WHEREAS, certain parties hereto previously entered into the Loan and Servicing
Agreement dated as of July 21, 2011 (such agreement, as amended, modified or
waived prior to the date hereof, the "Existing Agreement");
WHEREAS, the parties hereto now wish to amend and restate the Existing Agreement
in its entirety in order to make certain additional changes agreed to by the
parties hereto; and
WHEREAS, all other conditions precedent to the execution of this Agreement have
been complied with.
NOW, THEREFORE, based upon the foregoing Recitals, the mutual promises and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01
Certain Defined