THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF SENIOR CREDIT FUND, LLC

Exhibit 10.3

THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT

OF

SENIOR CREDIT FUND, LLC

This Third Amendment to Limited Liability Company Agreement (this “Amendment”) is adopted as of November 1, 2017, by Xxxxxxx Xxxxx BDC, Inc. and Regents of the University of California (collectively, the “Members”) as the members of Senior Credit Fund, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S  E T H:

WHEREAS, the Company is governed by that certain Limited Liability Company Agreement dated as of July 18, 2014 (as amended from time to time, the “Agreement”), adopted by the Members;

WHEREAS, the Members desire to amend the definition of “Investment Period” in the Agreement in accordance with the applicable provisions of the Agreement; and

WHEREAS, this Amendment has received Prior Board Approval and the approval of each Member as required pursuant to the Agreement,

NOW, THEREFORE, in consideration of the mutual agreements set forth below, and intending to be legally bound, the Members hereby agree as follows:

1. Definitions. All capitalized terms used but not defined herein shall have the respective meanings given thereto in the Agreement.

2. Amendment. The definition of “Investment Period” in Article 1 of the Agreement is hereby amended and restated as follows:

“Investment Period” means the period commencing on the Initial Closing Date and ending on January 2, 2018 unless sooner terminated as provided in Section 3.1(d).

3. Conditions Precedent. This Amendment shall become effective upon (i) the delivery to each of the Members of a written notice of the Board evidencing Prior Board Approval with respect to this Amendment and (ii) the execution of this Amendment by each of the Members.

4. Miscellaneous. The provisions of the Agreement set forth in Sections 10.5, 10.8, 10.11, 10.12, 10.13 and 10.20 are hereby incorporated into this Amendment by reference as if set forth herein. The Agreement shall remain in full force and effect in accordance with its terms, as amended by this Amendment.

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IN WITNESS WHEREOF, the Members have caused this Amendment to be executed and delivered as of the date first set forth above.

Xxxxxxx Sachs BDC, Inc.
By:		/s/ Xxxxxxx XxXxxxxx
Name:		Xxxxxxx XxXxxxxx
Title:		Authorized Signatory
Regents of the University of California
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Signatory

[Third Amendment to Limited Liability Company Agreement]