CUSTODY AGREEMENT dated as of December 31, 2014 by and between GOLUB CAPITAL INVESTMENT CORPORATION (“Company”) andCustody Agreement • September 15th, 2016 • Golub Capital Investment Corp • Massachusetts
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of December 31, 2014 and is by and between Golub Capital Investment Corporation (or any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 150 South Wacker Drive, Suite 800, Chicago, Illinois 60606, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.
COLLATERAL MANAGEMENT AGREEMENT dated as of December 13, 2018 by and between GCIC CLO II LLC, as Issuer and GC ADVISORS LLC, as Collateral ManagerCollateral Management Agreement • December 19th, 2018 • GOLUB CAPITAL INVESTMENT Corp • New York
INDENTURE by and between GCIC CLO II LLC, Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, Trustee Dated as of December 13, 2018Indenture • December 19th, 2018 • GOLUB CAPITAL INVESTMENT Corp • New York
INDENTURE, dated as of December 13, 2018, between GCIC CLO II LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
GOLUB CAPITAL INVESTMENT CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • September 15th, 2016 • Golub Capital Investment Corp • Maryland
THE SHARES OF GOLUB CAPITAL INVESTMENT CORPORATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES OR OTHER JURISDICTIONS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH LAWS PURSUANT TO REGISTRATION, QUALIFICATION OR EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE OR OTHER SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
ADMINISTRATION AGREEMENTAdministration Agreement • September 15th, 2016 • Golub Capital Investment Corp • New York
AGREEMENT (this “Agreement”) made as of this 31st day of December, 2014, by and between Golub Capital Investment Corporation, a Maryland corporation (hereinafter referred to as the “Company”), and Golub Capital LLC, a Delaware limited liability company (the “Administrator”).
PURCHASE AND SALE AGREEMENT by and between GCIC FUNDING LLC, as the Purchaser and GOLUB CAPITAL INVESTMENT CORPORATION, as the Seller Dated as of December 31, 2014Purchase and Sale Agreement • September 15th, 2016 • Golub Capital Investment Corp
THIS PURCHASE AND SALE AGREEMENT, dated as of December 31, 2014, by and between GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation, as the seller (the “Seller”) and GCIC FUNDING LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
LOAN FINANCING AND SERVICING AGREEMENT dated as of December 31, 2018 GCIC FUNDING II LLC, as Borrower GOLUB CAPITAL INVESTMENT CORPORATION, as Equityholder and as Servicer, THE LENDERS FROM TIME TO TIME PARTIES HERETO, DEUTSCHE BANK AG, NEW YORK...Loan Financing and Servicing Agreement • January 7th, 2019 • GOLUB CAPITAL INVESTMENT Corp • New York
THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of December 31, 2018, among GCIC FUNDING II LLC, a Delaware limited liability company (the “Borrower”), GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation, as equityholder (in such capacity, together with its successors and permitted assigns in such capacity, the “Equityholder”) and as servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the AGENTS for each LENDER GROUP (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”), EACH OF THE ENTITIES FROM TIME TO TIME PARTY HERETO AS SECURITIZATION SUBSIDIARIES, (each as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and Collateral Custodian (each as hereinafter defin
INVESTMENT ADVISORY AGREEMENT BETWEEN GOLUB CAPITAL Investment corportation AND GC ADVISORS LLCInvestment Advisory Agreement • September 15th, 2016 • Golub Capital Investment Corp • New York
Investment Advisory Agreement made this 31st day of December 2014 (this “Agreement”), by and between GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation (the “Corporation”), and GC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 15th, 2016 • Golub Capital Investment Corp • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of the date hereof, by and between Golub Capital LLC, a Delaware limited liability company (the “Licensor”), and Golub Capital Investment Corporation, a corporation organized under the laws of the State of Maryland (the “Licensee”) (each a “party,” and collectively, the “parties”).
MASTER LOAN SALE AGREEMENT by and among Golub Capital Investment Corporation, as the Seller, GCIC CLO II DEPOSITOR LLC, as the Intermediate Seller, and GCIC CLO II LLC, as the Buyer. Dated as of December 13, 2018Master Loan Sale Agreement • December 19th, 2018 • GOLUB CAPITAL INVESTMENT Corp
THIS MASTER LOAN SALE AGREEMENT, dated as of December 13, 2018 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation (in its capacity as seller hereunder, together with its successors and assigns, the “Seller”), GCIC CLO II DEPOSITOR LLC, a Delaware limited liability company (together with its successors and assigns in its capacity as the intermediate seller hereunder, the “Intermediate Seller”), and GCIC CLO II LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”).
MASTER LOAN SALE AGREEMENT by and among Golub Capital Investment Corporation, as the Seller, GC Advisors LLC, as the Closing Date Seller, GCIC CLO II LLC, as the Buyer, and GCIC Funding LLC, as the Warehouse Borrower. Dated as of December 13, 2018Master Loan Sale Agreement • December 19th, 2018 • GOLUB CAPITAL INVESTMENT Corp
THIS MASTER LOAN SALE AGREEMENT, dated as of December 13, 2018 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation (in its capacity as seller hereunder, together with its successors and assigns, the “Seller”), GC ADVISORS LLC, a Delaware limited liability company (together with its successors and assigns in its capacity as the closing date seller hereunder, the “Closing Date Seller”), GCIC CLO II LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”), and GCIC Funding LLC, a Delaware limited liability company (together with its successors and assigns, the “Warehouse Borrower”).
REVOLVING LOAN AGREEMENT Dated as of February 3, 2015Revolving Loan Agreement • September 15th, 2016 • Golub Capital Investment Corp • New York
Golub Capital Investment Corporation, a Maryland corporation (the “Borrower”), and GC Advisors LLC, a Delaware limited liability company (the “Lender”), agree as follows (with capitalized terms not otherwise defined herein having the meanings ascribed to them in Section 17):
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 22nd, 2018 • GOLUB CAPITAL INVESTMENT Corp • New York
INDENTURE by and between Golub Capital investment corporation clo 2016(M) LLC Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee Dated as of August 16, 2016Indenture • September 15th, 2016 • Golub Capital Investment Corp • New York
GCIC SENIOR LOAN FUND LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 15th, 2016 • Golub Capital Investment Corp • Delaware
This Limited Liability Company Agreement, dated as of December 31, 2014, is entered into by and between Golub Capital Investment Corporation and RGA Reinsurance Company (collectively, the “Members”).
AGREEMENT AND PLAN OF MERGER among GOLUB CAPITAL BDC, INC., FIFTH AVE SUBSIDIARY INC., GOLUB CAPITAL INVESTMENT CORPORATION GC ADVISORS LLC and GOLUB CAPITAL LLC (solely for purposes of Section 1.9) Dated as of November 27, 2018Agreement and Plan of Merger • November 28th, 2018 • GOLUB CAPITAL INVESTMENT Corp • Maryland
LOAN SALE AGREEMENT by and between GOLUB CAPITAL INVESTMENT CORPORATION CLO 2016(M) LLC, as the Purchaser and GOLUB CAPITAL INVESTMENT CORPORATION, as the Seller Dated as of August 16, 2016Loan Sale Agreement • September 15th, 2016 • Golub Capital Investment Corp
THIS LOAN SALE AGREEMENT, dated as of August 16, 2016, by and between GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation, as the seller (the “Seller”) and GOLUB CAPITAL INVESTMENT CORPORATION CLO 2016(M) LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
SALE AND CONTRIBUTION AGREEMENT between GOLUB CAPITAL INVESTMENT CORPORATION, as Seller and GCIC FUNDING II LLC, as Purchaser Dated as of December 31, 2018Sale and Contribution Agreement • January 7th, 2019 • GOLUB CAPITAL INVESTMENT Corp • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of December 31, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation, as seller (in such capacity, the “Seller”) and GCIC FUNDING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (GCIC Funding LLC)Loan and Servicing Agreement • November 28th, 2017 • GOLUB CAPITAL INVESTMENT Corp • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of August 8, 2017 (this “Amendment”), is entered into by and among GCIC FUNDING LLC, as the Borrower (the “Borrower”), GC ADVISORS LLC, as the Servicer, Golub Capital Investment Corporation, as the Transferor, the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Swingline Lender, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 2 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF GCIC SENIOR LOAN FUND LLCGolub Capital Investment Corp • September 15th, 2016 • Delaware
This Amendment No. 2, effective as of December 30, 2015 (this “Amendment”), to the Limited Liability Company Agreement of GCIC Senior Loan Fund LLC (the “Company”), dated as of December 31, 2014 (as amended, the “LLC Agreement”), is entered into by and between the Members pursuant to Section 10.9 of the LLC Agreement.
December 13, 2018Please • December 19th, 2018 • GOLUB CAPITAL INVESTMENT Corp
Reference is made to (a) that certain Amended and Restated Loan and Servicing Agreement, dated as of May 13, 2015 (as amended, modified, supplemented or restated from time to time, the “LSA”), by and among GCIC FUNDING LLC, as the borrower (the “Borrower”), GC ADVISORS LLC, as the servicer (the “Servicer”), GOLUB CAPITAL INVESTMENT CORPORATION, as the transferor (the “Transferor”), the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, National Association, as the Swingline Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent, the Account Bank and the Collateral Custodian (in such capacities, the “Bank”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings provided in the LSA.
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (GCIC Funding LLC)Loan and Servicing Agreement • June 3rd, 2019 • GOLUB CAPITAL INVESTMENT Corp • New York
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT dated as of May 29, 2019 (this “Amendment”), is entered into by and among GCIC FUNDING LLC, as the Borrower (the “Borrower”), GC ADVISORS LLC, as the Servicer, GOLUB CAPITAL INVESTMENT CORPORATION, as the Transferor, the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Swingline Lender, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (GCIC Funding LLC)Loan and Servicing Agreement • September 15th, 2016 • Golub Capital Investment Corp • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of September 10, 2015 (this “Amendment”), is entered into by and among GCIC FUNDING LLC, as the Borrower (the “Borrower”), GC ADVISORS LLC, as the Servicer, Golub Capital Investment Corporation, as the Transferor, the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Swingline Lender, 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”).
Golub Capital Investment Corporation, Sumitomo Mitsui Banking Corporation, as Administrative Agent, and the Lenders party thereto FACILITY EXTENSION REQUEST May 3, 2019Credit Agreement • May 9th, 2019 • GOLUB CAPITAL INVESTMENT Corp
JOINDER SUPPLEMENTLoan and Servicing Agreement • November 7th, 2018 • GOLUB CAPITAL INVESTMENT Corp
WHEREAS, this Joinder Supplement is being executed and delivered under Section 11.04 of the Amended and Restated Loan and Servicing Agreement, dated as of May 13, 2015 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by and among GCIC Funding LLC, as the borrower (in such capacity, the “Borrower”), Golub Capital Investment Corporation, as the transferor (in such capacity, the “Transferor”), GC Advisors LLC, as the servicer (in such capacity, the “Servicer”), Wells Fargo Bank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”), each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”), Wells Fargo Bank, N.A., as the Swingline Lender (the “Swingline Lender”) and Wells Fargo Bank, N.A., as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (GCIC Funding LLC)Loan and Servicing Agreement • August 30th, 2017 • GOLUB CAPITAL INVESTMENT Corp • New York
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of August 30, 2017 (this “Amendment”), is entered into by and among GCIC FUNDING LLC, as the Borrower (the “Borrower”), GC ADVISORS LLC, as the Servicer, Golub Capital Investment Corporation, as the Transferor, the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Swingline Lender, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (GCIC Funding LLC)Loan and Servicing Agreement • September 15th, 2016 • Golub Capital Investment Corp • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of March 9, 2016 (this “Amendment”), is entered into by and among GCIC FUNDING LLC, as the Borrower (the “Borrower”), GC ADVISORS LLC, as the Servicer, Golub Capital Investment Corporation, as the Transferor, the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Swingline Lender, 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”).
Golub Capital Investment CorporationInvestment Advisory Agreement • September 15th, 2016 • Golub Capital Investment Corp
FIRST AMENDMENT TO REVOLVING LOAN AGREEMENTRevolving Loan Agreement • May 10th, 2018 • GOLUB CAPITAL INVESTMENT Corp • New York
This FIRST AMENDMENT (the "Amendment") to the Revolving Loan Agreement (the "Agreement"), dated as of February 3, 2015, by and between Golub Capital Investment Corporation (the "Borrower") and GC Advisors LLC (the "Lender"), is hereby made as of this 6th day of February 2018.
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (GCIC Funding LLC)Loan and Servicing Agreement • August 9th, 2017 • GOLUB CAPITAL INVESTMENT Corp • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of May 11, 2017 (this “Amendment”), is entered into by and among GCIC FUNDING LLC, as the Borrower (the “Borrower”), GC ADVISORS LLC, as the Servicer, Golub Capital Investment Corporation, as the Transferor, the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Swingline Lender, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).
