CUSTODY AGREEMENT dated as of June 30, 2021 by and between Golub Capital Direct Lending LLC (“Company”) and Deutsche Bank Trust Company Americas (“Custodian”)Custody Agreement • June 30th, 2021 • Golub Capital Direct Lending LLC • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of June 30, 2021 and is by and between Golub Capital Direct Lending LLC (and any successor or permitted assign, including Golub Capital Direct Lending Corporation following its conversion to a Maryland corporation, the “Company”), a non-diversified, closed-end management investment company that intends to elect to do business as a business development company, having its principal place of business at 200 Park Avenue, 25th Floor, New York, New York 10166, and Deutsche Bank Trust Company Americas (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a New York banking corporation having a place of business at c/o Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705.
FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 29th, 2024 • Golub Capital Direct Lending Corp • New York
THIS REVOLVING CREDIT AND SECURITY AGREEMENT (this “Credit Agreement”), dated as of March 21, 2022, by and among GOLUB CAPITAL DIRECT LENDING CORPORATION (“GCDLC”), a Maryland corporation, GDLC FUNDING LLC (“GDLCF”), a Delaware limited liability company and a wholly owned subsidiary of GCDLC, (collectively with GCDLC, each as an “Initial Borrower,” together as the “Initial Borrowers”), GDLC FEEDER FUND, L.P. (“GDLC Feeder”), a Delaware limited partnership, GOLUB ONSHORE GP 3, LLC (“Feeder GP”), a Delaware limited liability company and General Partner of GDLC Feeder, PNC BANK, NATIONAL ASSOCIATION, (“PNC”), as Administrative Agent (as hereinafter defined) for the Secured Parties, the Collateral Agent and a Lender, PNC CAPITAL MARKETS LLC, as Structuring Agent, each of the other lending institutions that from time to time becomes a lender hereunder (collectively referred to as “Lenders”; and each individually, a “Lender”), and each of the other Borrowers and General Partners, if applicab
ADMINISTRATION AGREEMENTAdministration Agreement • June 30th, 2021 • Golub Capital Direct Lending LLC • New York
AGREEMENT (this “Agreement”) made as of this 1st day of July 2021, by and between Golub Capital Direct Lending Corporation, a Maryland corporation (hereinafter referred to as the “Company”), and Golub Capital LLC, a Delaware limited liability company (the “Administrator”).
GOLUB CAPITAL DIRECT LENDING CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • August 13th, 2021 • Golub Capital Direct Lending Corp • Maryland
THE SHARES OF GOLUB CAPITAL DIRECT LENDING 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.
INVESTMENT ADVISORY AGREEMENT BETWEEN Golub Capital Direct Lending Corporation AND GC ADVISORS LLCInvestment Advisory Agreement • June 30th, 2021 • Golub Capital Direct Lending LLC • New York
This Investment Advisory Agreement (this “Agreement”) made effective as of this 1st day of July 2021 (the “Effective Date”), by and between GOLUB CAPITAL DIRECT LENDING CORPORATION, a Maryland corporation (the “Corporation”), and GC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 30th, 2021 • Golub Capital Direct Lending LLC • 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 Direct Lending Corporation, a corporation organized under the laws of the State of Maryland (the “Licensee”) (each a “party,” and collectively, the “parties”).
REVOLVING LOAN AGREEMENT Dated as of July 1, 2021Revolving Loan Agreement • June 30th, 2021 • Golub Capital Direct Lending LLC • New York
Golub Capital Direct Lending 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):
SALE AND CONTRIBUTION AGREEMENT between Golub Capital Direct Lending Corporation, as Seller and GDLC FUNDING II LLC, as Purchaser Dated as of May 14, 2024Sale and Contribution Agreement • May 16th, 2024 • Golub Capital Direct Lending Corp • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of May 14, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between GOLUB CAPITAL DIRECT LENDING CORPORATION, a Maryland corporation, as seller (in such capacity, the “Seller”) and GDLC FUNDING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
INCREASE NOTICERevolving Credit and Security Agreement • November 22nd, 2023 • Golub Capital Direct Lending Corp
RE: That certain Revolving Credit and Security Agreement dated as of March 18, 2022, by and among GOLUB CAPITAL DIRECT LENDING CORPORATION, a Maryland corporation, GDLC FUNDING LLC, a Delaware limited liability company (together, the “Initial Borrowers” along with the other borrowers from time to time party thereto (the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the Secured Parties, the Collateral Agent and a Lender, PNC CAPITAL MARKETS LLC, as Structuring Agent, and the other Lenders from time to time party thereto (as the same may be modified, amended, or restated from time to time, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Golub Capital Direct Lending CorporationInvestment Advisory Agreement • June 30th, 2021 • Golub Capital Direct Lending LLC
INCREASE NOTICERevolving Credit and Security Agreement • November 8th, 2022 • Golub Capital Direct Lending Corp
RE: That certain Revolving Credit and Security Agreement dated as of March 21, 2022, by and among GOLUB CAPITAL DIRECT LENDING CORPORATION, a Maryland corporation, GDLC FUNDING LLC, a Delaware limited liability company (together, the “Initial Borrowers” along with the other borrowers from time to time party thereto (the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the Secured Parties, the Collateral Agent and a Lender, PNC CAPITAL MARKETS LLC, as Structuring Agent, and the other Lenders from time to time party thereto (as the same may be modified, amended, or restated from time to time, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
LOAN FINANCING AND SERVICING AGREEMENT dated as of May 14, 2024 GDLC FUNDING II LLC, as Borrower Golub Capital Direct Lending Corporation, as Equityholder and as Servicer, THE LENDERS FROM TIME TO TIME PARTIES HERETO, DEUTSCHE BANK AG, NEW YORK...Loan Financing and Servicing Agreement • May 16th, 2024 • Golub Capital Direct Lending Corp • New York
THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of May 14, 2024, among GDLC FUNDING II LLC, a Delaware limited liability company (the “Borrower”), GOLUB CAPITAL DIRECT LENDING 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), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent and Collateral Custodian (each as hereina
ContractLoan Financing and Servicing Agreement • July 22nd, 2024 • Golub Capital Direct Lending Corp • New York
AMENDMENT NO. 1 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of July 11, 2024 (this “Amendment”), among GDLC FUNDING II LLC, as borrower (the “Borrower”), GOLUB CAPITAL DIRECT LENDING CORPORATION, as servicer (in such capacity, the “Servicer”), each lender (each such party, a “Lender”) party thereto, the agents for the Lender Groups party thereto (each such party, an “Agent”), and Deutsche Bank AG, New York Branch, as facility agent for the Lenders (in such capacity, the “Facility Agent”).
AMENDED AND RESTATED REVOLVING LOAN AGREEMENT Dated as of November 15, 2021Revolving Loan Agreement • November 18th, 2021 • Golub Capital Direct Lending Corp • New York
WHEREAS, the Borrower and the Lender entered into a Revolving Loan Agreement, dated as of July 1, 2021 (the “Initial Revolving Loan Agreement”), pursuant to which the Lender extended a revolving credit facility to the Borrower for loans in Dollars of up $40,000,000;
INCREASE NOTICERevolving Credit and Security Agreement • September 14th, 2023 • Golub Capital Direct Lending Corp
RE: That certain Revolving Credit and Security Agreement dated as of March 18, 2022, by and among GOLUB CAPITAL DIRECT LENDING CORPORATION, a Maryland corporation, GDLC FUNDING LLC, a Delaware limited liability company (together, the “Initial Borrowers” along with the other borrowers from time to time party thereto (the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the Secured Parties, the Collateral Agent and a Lender, PNC CAPITAL MARKETS LLC, as Structuring Agent, and the other Lenders from time to time party thereto (as the same may be modified, amended, or restated from time to time, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Golub Capital Direct Lending CorporationInvestment Advisory Agreement • August 13th, 2021 • Golub Capital Direct Lending Corp
