COLLATERAL MANAGEMENT AGREEMENT dated as of December 14, 2022 by and between GOLUB CAPITAL BDC 3 CLO 2 LLC, as Issuer and GC ADVISORS LLC, as Collateral ManagerCollateral Management Agreement • December 19th, 2022 • Golub Capital BDC 3, Inc. • New York
This Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 14, 2022 is entered into by and between GOLUB CAPITAL BDC 3 CLO 2 llc, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and GC ADVISORS LLC, a limited liability company organized under the laws of the State of Delaware, as collateral manager (together with its successors and permitted assigns, “GC Advisors” and the “Collateral Manager”).
MASTER LOAN SALE AGREEMENT by and among Golub Capital BDC 3, Inc., as the Seller, GOLUB CAPITAL BDC 3 CLO 2 DEPOSITOR LLC, as the Intermediate Seller, and GOLUB CAPITAL BDC 3 CLO 2 LLC, as the Buyer Dated as of December 14, 2022Master Loan Sale Agreement • December 19th, 2022 • Golub Capital BDC 3, Inc.
THIS MASTER LOAN SALE AGREEMENT, dated as of December 14, 2022 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among GOLUB CAPITAL BDC 3, INC., a Maryland corporation (in its capacity as seller hereunder, together with its successors and assigns, the “Seller”), GOLUB CAPITAL BDC 3 CLO 2 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 GOLUB CAPITAL BDC 3 CLO 2 LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”).
MASTER LOAN SALE AGREEMENT by and among GOLUB CAPITAL BDC 3, INC., as the Seller, GC Advisors LLC, as the Closing Date Seller, Golub Capital BDC 3 CLO 2 LLC, as the Buyer, and GBDC 3 Funding LLC, as Warehouse Borrower Dated as of December 14, 2022Master Loan Sale Agreement • December 19th, 2022 • Golub Capital BDC 3, Inc.
THIS MASTER LOAN SALE AGREEMENT, dated as of December 14, 2022 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among GOLUB CAPITAL BDC 3, INC., 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”), GOLUB CAPITAL BDC 3 CLO 2 LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”), and GBDC 3 FUNDING LLC, a Delaware limited liability company (together with its successors and assigns, the “Warehouse Borrower”).
CLASS A CREDIT AGREEMENT dated as of December 14, 2022 among GOLUB CAPITAL BDC 3 CLO 2 LLC, as Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS, as Lenders, CITIBANK, N.A., as Loan Agent and CITIBANK, N.A., as Collateral TrusteeClass a Credit Agreement • December 19th, 2022 • Golub Capital BDC 3, Inc. • New York
THIS CLASS A CREDIT AGREEMENT (this “Agreement”), dated as of December 14, 2022, is entered into by and among GOLUB CAPITAL BDC 3 CLO 2 LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS which are, or may become, parties hereto as Lenders (the “Lenders”), and CITIBANK, N.A., not in its individual capacity but as Loan Agent (in such capacity, the “Loan Agent”) and as Collateral Trustee under the Indenture (in such capacity, the “Collateral Trustee”).
INDENTURE by and between Golub Capital BDC 3 CLO 2 LLC, Issuer, and CITIBANK, N.A., Collateral Trustee Dated as of December 14, 2022Golub Capital BDC 3, Inc. • December 19th, 2022 • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 19th, 2022 • Golub Capital BDC 3, Inc.
Golub Capital BDC 3 CLO 2 LLC, a limited liability company formed under the laws of the State of Delaware (the "Issuer"), proposes to issue (i) $140,000,000 Class A Senior Secured Floating Rate Notes due 2034 (the "Class A Notes"), (ii) $38,800,000 Class B Senior Secured Floating Rate Notes due 2034 (the "Class B Notes" and, together with the Class A Notes, the "Secured Notes") and (iii) $122,800,000 Subordinated Notes due 2122 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"), pursuant to the Indenture, dated as of December 14, 2022, by and between the Issuer and Citibank, N.A., as collateral trustee (in such capacity, the "Collateral Trustee") (as amended, modified and supplemented from time to time, the "Indenture"). The Issuer will also incur U.S.$85,000,000 Class A Senior Secured Floating Rate Loans maturing 2034 (the "Class A Loans") pursuant to the Class A Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Issuer, as borr
