TCW Direct Lending LLC Sample Contracts

FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • May 11th, 2023 • TCW Direct Lending LLC • New York

CREDIT AGREEMENT (this “Amendment”), dated as of April 7, 2023, is entered into by and among TCW DIRECT LENDING LLC, a Delaware limited liability company (“Borrower”), Natixis, New York Branch (in its individual capacity, “Natixis”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the Lenders listed on the signature pages hereof.

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TCW DIRECT LENDING LLC (A Delaware Limited Liability Company) Dated as of September 19, 2014
Limited Liability Company Agreement • November 7th, 2014 • TCW Direct Lending LLC • Delaware

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TCW Direct Lending LLC (the “Company”), dated as of September 19, 2014, by and among those Persons who have entered into Subscription Agreements with the Company for the purchase of common limited liability company units (collectively, the “Common Units”) in the Company as members, or who are subsequently admitted to the Company as holders of Common Units (collectively, the “Common Unitholders”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 17th, 2014 • TCW Direct Lending LLC • Delaware

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between TCW Direct Lending LLC, a Delaware limited liability company (the “Company”), and the director of the Company whose name is set forth on the signature page (the “Director”).

ADMINISTRATION AGREEMENT
Administration Agreement • November 7th, 2014 • TCW Direct Lending LLC • California

This Agreement (“Agreement”) is made as of September 15, 2014 by and between TCW DIRECT LENDING LLC., a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY, a California corporation (the “Administrator”).

TCW DIRECT LENDING LLC as Borrower AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT NATIXIS, NEW YORK BRANCH as Administrative Agent NATIXIS, NEW YORK BRANCH as Sole Lead Arranger and Sole Book Manager and The Conduit Lenders, Committed Lenders, and...
Credit Agreement • December 23rd, 2014 • TCW Direct Lending LLC • New York

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “Credit Agreement”) is dated as of December 22, 2014 by and among TCW DIRECT LENDING LLC, a Delaware limited liability company (“Borrower”), NATIXIS, NEW YORK BRANCH (in its individual capacity, “Natixis”), as administrative agent for the Lenders (together with any successor appointed pursuant to Section 12 below, the “Administrative Agent”), and the Committed Lenders, Conduit Lenders, Funding Agents and other Borrower Parties from time to time party hereto (each capitalized term not defined is defined below).

TCW DIRECT LENDING LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • June 17th, 2014 • TCW Direct Lending LLC • Delaware

This Limited Liability Company Agreement (this “Agreement”) of TCW Direct Lending LLC, a Delaware limited liability company (the “Company”), is entered into this 6th day of May 2014 and made effective as of April 1, 2014 (the “Effective Date”) by TCW Asset Management Company, a California corporation, as managing member (the “Managing Member”). The Managing Member and any other members admitted from time to time in accordance with the terms hereof are collectively referred to herein as “Members” and each is individually referred to herein as a “Member.”

TCW DIRECT LENDING LLC INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
TCW Direct • September 25th, 2014 • TCW Direct Lending LLC • Delaware

THIS AGREEMENT (this “Agreement”) is made as of September 15, 2014 by and between TCW DIRECT LENDING LLC, a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY, a California corporation (the “Adviser”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT between TCW MIDDLE MARKET LENDING OPPORTUNITIES BDC, INC. And TCW ASSET MANAGEMENT COMPANY LLC
Investment Advisory and Management Agreement • May 21st, 2018 • TCW Direct Lending LLC • Delaware

This AGREEMENT (this “Agreement”) is made as of the day of , 2018 between TCW MIDDLE MARKET LENDING OPPORTUNITIES BDC, INC., a Delaware corporation (the “Company”) and TCW ASSET MANAGEMENT COMPANY LLC (the “Adviser”), a Delaware limited liability company.

REVOLVING CREDIT NOTE
Revolving Credit Note • November 7th, 2014 • TCW Direct Lending LLC
TCW DIRECT LENDING LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • June 17th, 2014 • TCW Direct Lending LLC • Delaware

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of TCW Direct Lending LLC, a Delaware limited liability company (the “Company”), is entered into this 12th day of June 2014 by TCW Asset Management Company, a California corporation, as managing member (the “Sole Member”). The Sole Member and any other members admitted from time to time in accordance with the terms hereof are collectively referred to herein as “Members” and each is individually referred to herein as a “Member.”

ADMINISTRATION AGREEMENT
Administration Agreement • May 21st, 2018 • TCW Direct Lending LLC • California

This Agreement (“Agreement”) is made as of May 21, 2018 by and between TCW MIDDLE MARKET LENDING OPPORTUNITIES BDC, INC., a Delaware corporation (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Administrator”).

TCW DL BRIDGE, LLC as Borrower REVOLVING CREDIT AGREEMENT NATIXIS, NEW YORK BRANCH as Funding Agent and as Committed Lender September 22, 2014
Revolving Credit Agreement • November 7th, 2014 • TCW Direct Lending LLC • New York

This REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “Credit Agreement”) is dated as of September 22, 2014 by and among TCW DL BRIDGE, LLC, a Delaware limited liability company (“Borrower”), and NATIXIS, NEW YORK BRANCH (in its individual capacity, “Natixis”), as Funding Agent and Committed Lender.

TCW MIDDLE MARKET LENDING OPPORTUNITIES BDC, INC. SUBSCRIPTION AGREEMENT For All Subscribers
Subscription Agreement • May 21st, 2018 • TCW Direct Lending LLC • Delaware
FORM OF] LOAN SALE AGREEMENT by and between TCW DL BRIDGE, LLC as the Seller, and TCW DIRECT LENDING LLC as the Purchaser Dated as of [ ], 2014
Loan Sale Agreement • November 7th, 2014 • TCW Direct Lending LLC • New York

THIS LOAN SALE AGREEMENT, dated as of [ ], 2014 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and between TCW DL BRIDGE, LLC, a Delaware limited liability company (and each of its respective successors and assigns in such capacity, the “Seller”), and TCW DIRECT LENDING LLC, a Delaware limited liability company, (together with its successors and assigns in such capacity, the “Purchaser”).

SECURITY AGREEMENT
Security Agreement • November 7th, 2014 • TCW Direct Lending LLC • New York

This SECURITY AGREEMENT, dated as of September 22, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by TCW DL BRIDGE, LLC, a Delaware limited liability company (“Grantor”), in favor of NATIXIS, NEW YORK BRANCH, for the benefit of the Secured Parties (as defined in the Credit Agreement) (“Secured Party”).

LENDER GROUP JOINDER AGREEMENT May 27, 2020
Lender Group Joinder Agreement • June 2nd, 2020 • TCW Direct Lending LLC • New York

Reference is made to that certain Third Amended and Restated Revolving Credit Agreement dated as of April 10, 2017 (as amended, modified or restated from time to time, the “Credit Agreement”) by and among TCW Direct Lending LLC, as Borrower (“Borrower”), Natixis, New York Branch, as Administrative Agent, the Conduit Lenders, the Committed Lenders and Funding Agents from time to time party thereto. Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.

FINAL FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • June 10th, 2015 • TCW Direct Lending LLC • Delaware

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as so amended and restated and as amended from time to time hereafter, and including the appendices hereto, this “Agreement”) of TCW Direct Lending Strategic Ventures LLC (the “Company”), dated as of June 5, 2015, by and among the BDC and those Persons who have entered into Subscription Agreements with the Company for the purchase of preferred membership interests (the “Preferred Membership Interests”) and common membership interests (the “Common Membership Interests”) in the Company as members, or who are subsequently admitted to the Company as members holding Preferred Membership Interests (collectively, the “Preferred Members”) or Common Membership Interests (collectively, the “Common Members”).

ACKNOWLEDGMENT AND UNDERTAKING AGREEMENT
Acknowledgment and Undertaking Agreement • November 7th, 2014 • TCW Direct Lending LLC • New York

This ACKNOWLEDGEMENT AGREEMENT (this “Agreement”) is made as of September 22, 2014, by TCW DIRECT LENDING LLC, a Delaware limited liability company (“Fund”), for the benefit of TCW DL BRIDGE, LLC, a Delaware limited liability company (the “Company”).

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