Golub Capital Direct Lending Corporation

Exhibit 10.2

Xxxxx Capital Direct Lending Corporation

000 Xxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Re: Investment Advisory Agreement between Xxxxx Capital Direct Lending Corporation and GC Advisors LLC

This amended and restated waiver letter (the “A&R Waiver Letter”) made this 6th day of August, 2021, effective as of July 1, 2021 and amends, restates and supersedes that certain waiver letter agreement (the “Initial Waiver Letter”), dated as of July 1, 2021, to the Investment Advisory Agreement, dated as of July 1, 2021 (the “Agreement”), by and between Xxxxx Capital Direct Lending Corporation, a Maryland corporation (the “Corporation”), and GC Advisors LLC, a Delaware limited liability company (the “Adviser”).

The Adviser hereby agrees to waive any reimbursement by the Corporation for any expenses the Adviser incurs on the Corporation’s behalf in connection with the Corporation’s formation and closing of the first offering of shares of the common stock of the Corporation in an aggregate amount in excess of seven hundred thousand dollars ($700,000).

Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Agreement.

For the period ending on June 30, 2022, the Adviser hereby agrees to waive 100% of the Base Management Fee, calculated in accordance with the Agreement.

For the period beginning July 1, 2022 and ending on June 30, 2023, the Adviser hereby agrees to waive 66.7% of the Base Management Fee, calculated in accordance with the Agreement.

For the period beginning July 1, 2023 and ending on June 30, 2024, the Adviser hereby agrees to waive 33.3% of the Base Management Fee, calculated in accordance with the Agreement.

Except as expressly amended hereby, the Agreement remains in full force and effect.

No waiver of any provision of this A&R Waiver Letter, nor consent to any departure by either party therefrom, shall in any event be effective unless the same shall be in writing and signed by a duly authorized officer of the party to be charged with the waiver or consent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

This A&R Waiver Letter and the Agreement contain the entire agreement of the parties and supersede all prior agreements, understandings and arrangements with respect to the subject matter hereof and thereof, including the Initial Waiver Letter. This A&R Waiver Letter shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

This A&R Waiver Letter may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all of such counterparts together shall constitute one agreement.

[Remainder of Page Intentionally Blank]

			Very truly yours,
			GC ADVISORS LLC
			By:	/s/ Xxxxx X. Xxxxx
			Name:	Xxxxx X. Xxxxx
			Title:	President
ACKNOWLEDGED AND AGREED:
XXXXX CAPITAL DIRECT LENDING CORPORATION
By:	/s/ Xxxxx X. Xxxxx
Name:	Xxxxx X. Xxxxx
Title:	President and Chief Executive Officer