Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 MAC: R1204-010 NOTICE OF EXECUTED FIRST SUPPLEMENTAL INDENTURE GOLUB CAPITAL PARTNERS CLO 23(B), LTD. GOLUB CAPITAL PARTNERS CLO 23(B), LLC To: The Parties Listed on Schedule I hereto. August 24, 2015 Ladies and Gentlemen: Reference is made to that certain Indenture dated as of May 28, 2015 (as amended, modified or supplemented, the Indenture ) among GOLUB CAPITAL PARTNERS CLO 23(B), LTD., as Issuer (the Issuer ), GOLUB CAPITAL PARTNERS CLO 23(B), LLC, as Co- Issuer (the Co Issuer, and together with the Issuer, the Co-Issuers ), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the Trustee ). Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture. I. Notice to Nominees and Custodians. If you act as or hold Notes as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice. II. Notice of Executed First Supplemental Indenture. Reference is further made to that certain Notice of Proposed First Supplemental Indenture dated July 14, 2015 wherein the Trustee provided notice of a proposed supplemental indenture to be entered into pursuant to Sections 8.1(xxi) of the Indenture (the Supplemental Indenture ). Pursuant to Section 8.1 of the Indenture, you are hereby notified of the execution of the Supplemental Indenture dated as of August 21, 2015. A copy of the executed Supplemental Indenture is attached hereto as Exhibit A.
All questions should be directed to the attention of Cheryl Bohn by telephone at (410) 884-2097, by e-mail at cheryl.bohn@wellsfargo.com, by facsimile at (866) 373-0261, or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Cheryl Bohn, MAC R1204-010, 9062 Old Annapolis, Columbia, MD 21045-1951. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee does not make recommendations or give investment advice herein or as to the Notes generally. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 2
Schedule I Addressees Holders of Notes: 38174FAA4, 38174FAJ5, 38174FAC0, 38174FAL0, 38174FAE6, 38174FAG1, 38174FAA0, 38174FAC6, G2628TAA5 Issuer: Golub Capital Partners CLO 23(B), Ltd. c/o Appleby Trust (Cayman) Ltd. Clifton House Grand Cayman, KY1-1108 Cayman Islands Attention: The Directors E-mail: atclsf@applebyglobal.com Co-Issuer: Golub Capital Partners CLO 23(B), LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald J. Puglisi Collateral Manager: GC Investment Management LLC 340 Strand St., 2nd Floor Frederiksted, St. Croix U.S. Virgin Islands 00840 Attention: Kevin Falvey Rating Agencies: Fitch: cdo.surveillance@fitchratings.com Moody s: cdomonitoring@moodys.com Collateral Administrator/Information Agent: Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland 21045 The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders. 3
Irish Stock Exchange: 28 Anglesea Street Dublin 2, Ireland Irish Listing Agent: McCann FitzGerlad Listing Services Limited Riverside One Sir John Rogerson s Quay Dublin 2, Ireland 4
EXHIBIT A EXECUTED SUPPLEMENTAL INDENTURE 5
EXECUTION VERSION GOLUB CAPITAL PARTNERS CLO 23(B), LTD., Issuer GOLUB CAPITAL PARTNERS CLO 23(B), LLC, Co-Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 21, 2015 21265476.4.BUSINESS
THIS FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture ), dated as of August 21, 2015, among GOLUB CAPITAL PARTNERS CLO 23(B), LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), GOLUB CAPITAL PARTNERS CLO 23(B), LLC, a Delaware limited liability company (the Co-Issuer ), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the Trustee ), hereby amends the Indenture, dated as of May 28, 2015, among the Issuer, the Co- Issuer and the Trustee (the Indenture ). W I T N E S S E T H WHEREAS, the above-named parties have entered into the Indenture and, pursuant to and in accordance with Section 8.1(xxi) thereof, the Issuer and the Co-Issuer desire to amend certain provisions contained in the Indenture as provided herein and have requested that the Trustee execute and deliver this Supplemental Indenture; WHEREAS, GC Investment Management LLC, acts as collateral manager (the Collateral Manager ) with respect to the Assets; WHEREAS, this Supplemental Indenture has been authorized by the resolutions of the Board of Directors of the Issuer attached hereto as Schedule A; WHEREAS, this Supplemental Indenture has been authorized by the written consent of the manager of the Co-Issuer attached hereto as Schedule B; WHEREAS, the Trustee has delivered to the Collateral Manager, the Collateral Administrator, the Holders, and each Rating Agency a copy of this Supplemental Indenture not later than 20 Business Days prior to the date hereof as set forth in Section 8.1 of the Indenture; NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows: SECTION 1. Defined Terms. For purposes of this Supplemental Indenture, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. SECTION 2. Amendments. (a) The first paragraph of Section 10.6(a) of the Indenture is hereby amended by replacing such paragraph in its entirety to read as follows: (a) Monthly. With respect to any calendar month, not later than the 5th calendar day (or, if such day is not a Business Day, on the next succeeding Business Day) of each calendar month after each Monthly Report Determination Date, commencing in August 21265476.4.BUSINESS 2
2015, the Issuer shall compile and make available (or cause to be compiled and made available) (including, at the election of the Issuer, via appropriate electronic means acceptable to each recipient) to each Rating Agency, the Trustee, the Collateral Manager, the Initial Purchaser, and the Irish Stock Exchange (so long as any Notes are listed on the Irish Stock Exchange) and, upon written request therefor, to any Holder shown on the Register and, upon written notice to the Trustee in the form of Exhibit D, any beneficial owner of a Note, a monthly report on a settlement date basis (each a Monthly Report ) determined as of the related Monthly Report Determination Date. As used herein, the Monthly Report Determination Date (i) with respect to any calendar month other than for a month in which a Distribution Report is rendered, will be the close of business on the 10th Business Day prior to the 5th day of such calendar month (or if such day is not a Business Day, the next succeeding Business Day) and (ii) with respect to any calendar month in which a Distribution Report is rendered, shall be the Determination Date with respect to such Distribution Report pursuant to Section 10.6(b). The Monthly Report shall contain the following information with respect to the Collateral Obligations and Eligible Investments included in the Assets (based, in part, on information provided by the Collateral Manager): SECTION 3. Effect of Supplemental Indenture. Upon execution of this Supplemental Indenture, the Indenture shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Issuer and the Co-Issuer shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Supplemental Indenture shall be deemed to be part of the terms and conditions of the Indenture for any and all purposes. Except as modified and expressly amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. SECTION 4. Binding Effect. The provisions of this Supplemental Indenture shall be binding upon and inure to the benefit of the Issuer, the Co-Issuer, the Trustee, the Collateral Manager, the Collateral Administrator, the Holders and each of their respective successors and assigns. SECTION 5. Acceptance by Trustee. The Co-Issuers hereby direct the Trustee to enter into this Supplemental Indenture and the Trustee accepts the amendments to the Indenture as set forth in this Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and conditions set forth herein and in the Indenture set forth therein. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Co-Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the 21265476.4.BUSINESS -3-
Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee. SECTION 6. Execution, Delivery and Validity. The Issuer represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by the Issuer and constitutes its legal, valid and binding obligation, enforceable against the Issuer in accordance with its terms. SECTION 7. GOVERNING LAW. THIS AMENDMENT TO THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 8. Severability of Provisions. If any one or more of the provisions or terms of this Supplemental Indenture shall be for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the remaining provisions or terms of this Supplemental Indenture and shall in no way affect the validity or enforceability of the other provisions or terms of this Supplemental Indenture. SECTION 9. Section Headings. The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. SECTION 10. Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signature page follow] 21265476.4.BUSINESS -4 -
SCHEDULE A BOARD RESOLUTIONS OF THE ISSUER [SEE ATTACHMENT] 21265476.4.BUSINESS
SCHEDULE B WRITTEN CONSENT OF THE MANAGER OF THE CO-ISSUER [SEE ATTACHMENT] 21265476.4.BUSINESS
EXECUTION VERSION WRITTEN CONSENT OF THE INDEPENDENT MANAGER OF GOLUB CAPITAL PARTNERS CLO 23(B), LLC August 21, 2015 The undersigned, being the Independent Manager of Golub Capital Partners CLO 23(B), LLC, a Delaware limited liability company (the Company ), in accordance with 18-302 of the Delaware Limited Liability Company Act, hereby consents to the adoption of the following resolutions, effective as of August 21, 2015: NOW, THEREFORE, BE IT RESOLVED, that (A) (B) the form, as submitted of the First Supplemental Indenture, dated as of August 21, 2015 (the Supplemental Indenture ), entered into in connection with that certain Indenture, dated as of May 28, 2015 ( the Indenture ), by and among Golub Capital Partners CLO 23(B), Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), the Company and Wells Fargo Bank, National Association (the Trustee ), and each of the terms and provisions contained in such agreement, documents and instruments to be delivered by the Company in connection therewith be, and the same hereby are, authorized and approved in every respect by the Company; the entry by the Company into the Supplemental Indenture and the consummation of the transactions contemplated thereby are hereby authorized, ratified, confirmed and adopted by the Company in every respect. FURTHER RESOLVED, that the execution and delivery of the Supplemental Indenture, and all other actions taken by any Manager on behalf of the Company in connection therewith, are hereby authorized, ratified, confirmed and adopted, and the execution of such document shall be deemed to be conclusive evidence that the same has been authorized, approved, ratified, confirmed and adopted by the Company; FURTHER RESOLVED, that the Company be, and hereby is, authorized and empowered to certify the passage of the foregoing resolutions; FURTHER RESOLVED, that any Manager of the Company be, and hereby is, authorized in the name and on behalf of the Company to prepare, execute, deliver and file such certificates, documents, instruments, powers of attorney or other papers and to do or cause to be done all such acts and things (including the payment of all necessary expenses and the retention of the services of attorneys, accountants, printers and others) as any Manager may deem necessary or appropriate to effect fully the intent and purposes of any and all of these resolutions; FURTHER RESOLVED, that any act of any Manager and of any person or persons designated or authorized to act by any Manager, which acts would have been authorized by the foregoing resolutions except that such acts were taken prior to the adoption of such 21266483.3.BUSINESS
resolutions, are hereby severally ratified, confirmed, approved and adopted as the acts of the Company; and FURTHER RESOLVED, that any and all action heretofore or hereafter taken by any Manager and of any person or persons designated or authorized to act by any Manager within the terms of the foregoing resolutions, be and hereby is, ratified and confirmed as the act and deed of the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 21266483.3.BUSINESS