Second Amended and Restated Limited Liability Company AgreementLimited Liability Company Agreement • September 27th, 2024 • West Bay BDC LLC • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of West Bay BDC LLC (the “Company”), is entered into as of September 23, 2024, by and among those Persons who have entered into Subscription Agreements with the Company for the purchase of units of limited liability company interests (collectively, the “Units”) in the Company. This Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 30, 2024.
INVESTMENT MANAGEMENT AND ADVISORY AGREEMENT between WEST BAY BDC LLC and GOLDMAN SACHS ASSET MANAGEMENT, L.P.Investment Management and Advisory Agreement • September 27th, 2024 • West Bay BDC LLC
This AGREEMENT (this “Agreement”), is made as of the 23rd day of September, 2024, between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Investment Adviser”), a limited partnership formed under the laws of the state of Delaware, and West Bay BDC LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”).
Form of Second Amended and Restated Limited Liability Company AgreementLimited Liability Company Agreement • July 23rd, 2024 • West Bay BDC LLC • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of West Bay BDC LLC (the “Company”), is entered into as of [•], 2024, by and among those Persons who have entered into Subscription Agreements with the Company for the purchase of units of limited liability company interests (collectively, the “Units”) in the Company. This Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement of the Company, dated as of [•], 2024.
Instructions 1 Appendix A: Supplemental Questionnaire (Individuals) 41 Appendix B: Supplemental Questionnaire (Entities) 43 Appendix C: For Subscribers to Funds Authorized by the Central Bank of Ireland 48 Appendix D: Wire Instructions 50 Appendix E:...Subscription Agreement Private Investment Funds • August 15th, 2024 • West Bay BDC LLC • Delaware
This Subscription Agreement Private Investment Funds (this “Subscription Agreement”) is intended for use by institutional investors only. Goldman Sachs (“GS”) generally considers “institutional investors” to mean entities such as banks, insurance companies, pension plans, governmental organizations, foundations or other private investment funds. If you are a GS Private Wealth Management client or otherwise not an institutional investor, please contact GS.
CUSTODIAN CONTRACT BY AND BETWEEN EACH CUSTOMER SET FORTH ON APPENDIX A AND STATE STREET BANK AND TRUST COMPANYCustodian Contract • May 29th, 2024 • West Bay BDC LLC
This Contract, dated as of April 30, 2024 (this “Contract”), is made by and between each of the entities set forth on Appendix A hereto (each such entity, a “Customer” and collectively, the “Customers”), having its principal place at the address set forth on Appendix A, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”), having its principal place of business at One Congress Street, Suite 1, Boston, Massachusetts 02114.
FORM OF INVESTMENT MANAGEMENT AND ADVISORY AGREEMENT between WEST BAY BDC LLC and GOLDMAN SACHS ASSET MANAGEMENT, L.P.Management and Advisory Agreement • May 29th, 2024 • West Bay BDC LLC
This AGREEMENT (this “Agreement”), is made as of the [•] day of [•], 2024, between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Investment Adviser”), a limited partnership formed under the laws of the state of Delaware, and West Bay BDC LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”).
ADMINISTRATION AGREEMENTAdministration Agreement • May 29th, 2024 • West Bay BDC LLC • New York
This ADMINISTRATION AGREEMENT (this “Agreement”), dated and effective as of April 30, 2024, is by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Administrator”), and each of the entities set forth on Appendix A hereto (each such entity, a “Fund” and collectively, the “Funds”).
WEST BAY BDC LLC as Initial Borrower REVOLVING CREDIT AGREEMENT STANDARD CHARTERED BANK, as Administrative Agent, Lead Arranger, Sole Bookrunner, Letter of Credit Issuer and a Lender Date of Credit Agreement: September 25, 2024 Closing Date: September...Revolving Credit Agreement • September 27th, 2024 • West Bay BDC LLC • New York
THIS REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “Credit Agreement”) is dated as of September 25, 2024 by and among WEST BAY BDC LLC, a Delaware limited liability company (“Initial Borrower” and together with any other entity joining the facility as a Borrower with the consent of the Lenders, the “Borrowers”), STANDARD CHARTERED BANK, incorporated in England by Royal Charter 1853 of 1 Basinghall Avenue, London EC2V 5DD, United Kingdom (in its individual capacity, “SCB”), as administrative agent for the Lenders (as hereinafter defined) and the Letter of Credit Issuer and the Lenders (capitalized terms not otherwise defined are defined below).
Form of Second Amended and Restated Limited Liability Company AgreementLimited Liability Company Agreement • May 29th, 2024 • West Bay BDC LLC • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of West Bay BDC LLC (the “Company”), is entered into as of [•], 2024, by and among those Persons who have entered into Subscription Agreements with the Company for the purchase of units of limited liability company interests (collectively, the “Units”) in the Company. This Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement of the Company, dated as of [•], 2024.
FORM OF INVESTMENT MANAGEMENT AND ADVISORY AGREEMENT between WEST BAY BDC LLC and GOLDMAN SACHS ASSET MANAGEMENT, L.P.Management and Advisory Agreement • July 12th, 2024 • West Bay BDC LLC
This AGREEMENT (this “Agreement”), is made as of the [•] day of [•], 2024, between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Investment Adviser”), a limited partnership formed under the laws of the state of Delaware, and West Bay BDC LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”).
Form of Second Amended and Restated Limited Liability Company AgreementLimited Liability Company Agreement • July 12th, 2024 • West Bay BDC LLC • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of West Bay BDC LLC (the “Company”), is entered into as of [•], 2024, by and among those Persons who have entered into Subscription Agreements with the Company for the purchase of units of limited liability company interests (collectively, the “Units”) in the Company. This Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement of the Company, dated as of [•], 2024.
