GOLDMAN SACHS BDC, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: [—], 2015Underwriting Agreement • March 17th, 2015 • Goldman Sachs BDC, Inc. • New York
Goldman Sachs BDC, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC (“Morgan Stanley”) are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 900,000 additional shares of Common Stock.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • March 17th, 2015 • Goldman Sachs BDC, Inc. • New York
This Transfer Agency and Service Agreement (“Agreement”) dated and effective as of March [ ], 2015, is by and between State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at One Lincoln Street, Boston, Massachusetts (the “Transfer Agent”), and Goldman Sachs BDC, Inc., a Delaware corporation with its principal place of business at 200 West Street, New York, New York (the “Company”).
GOLDMAN SACHS BDC, INC. TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • March 17th, 2015 • Goldman Sachs BDC, Inc. • Illinois
THIS AGREEMENT made as of the 1st day of April, 2013 is by and between Goldman Sachs BDC, Inc. (the “Company”), a Delaware corporation, and Goldman, Sachs & Co. (“Goldman Sachs”), a New York limited partnership.
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF SENIOR CREDIT FUND, LLCLimited Liability Company Agreement • March 17th, 2015 • Goldman Sachs BDC, Inc. • Delaware
This First Amendment to Limited Liability Company Agreement (this “Amendment”) is adopted as of October 1, 2014, by Goldman Sachs 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”).
