MORGAN STANLEY DIRECT LENDING FUND (a Delaware corporation) [∙] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2024 • Morgan Stanley Direct Lending Fund • New York
MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • New York
This Agreement is made as of , 2019 (this “Agreement”), between each business development company identified on Appendix A and each business development company which becomes a party to this Agreement in accordance with the terms hereof (each such business development company and each business development company made subject to this Agreement in accordance with Section 20.4 below shall hereinafter be referred to as a “Fund” and collectively, as the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
MORGAN STANLEY DIRECT LENDING FUND as Issuer and as Trustee Indenture Dated as of February 11, 2022 Providing for the Issuance of Debt SecuritiesMorgan Stanley Direct Lending Fund • February 11th, 2022 • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of July 16, 2021 among MORGAN STANLEY DIRECT LENDING FUND as Borrower The LENDERS And ISSUING BANKS Party Hereto and TRUIST BANK as Administrative Agent TRUIST SECURITIES, INC. as Joint Lead Arranger...Senior Secured Revolving Credit Agreement • July 22nd, 2021 • Morgan Stanley Direct Lending Fund • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of July 16, 2021 (this “Agreement”), among MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation (the “Borrower”), the LENDERS AND ISSUING BANKS party hereto, and TRUIST BANK, as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2022 • Morgan Stanley Direct Lending Fund • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 11, 2022, by and among Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), and SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as the representatives (together, the “Representatives”) to the other several initial purchasers (collectively, the “Initial Purchasers”) of $425,000,000 aggregate principal amount of the Company’s 4.500% Notes due 2027 (the “Notes”) listed on Schedule A to the Purchase Agreement (as defined below).
ADMINISTRATION AGREEMENTAdministration Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • New York
This Agreement (“Agreement”) is made as of [·], 2019 by and between Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), and MS BDC Administrative Services LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENT BETWEEN MORGAN STANLEY DIRECT LENDING FUND AND MS CAPITAL PARTNERS ADVISER INC.Investment Advisory Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • New York
This Investment Advisory Agreement (this “Agreement”) is made as of [·], 2019, by and between Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this 14th day of October, 2019, by and between Morgan Stanley Direct Lending Fund LLC, a Delaware limited liability company (the “Company,” which term shall include, where appropriate, any Entity controlled directly or indirectly by the Company), and [Director/Officer] (the “Indemnitee”).
REVOLVING CREDIT AND SECURITY AGREEMENT among DLF Financing SPV LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, BNP PARIBAS, as Administrative Agent, Morgan Stanley Direct Lending Fund, as Equityholder, Morgan Stanley Direct Lending...Revolving Credit and Security Agreement • October 20th, 2020 • Morgan Stanley Direct Lending Fund • New York
THIS AGREEMENT PROVIDES FOR AN UNCOMMITTED FACILITY. ALL ADVANCES ARE DISCRETIONARY ON THE PART OF THE LENDERS IN THEIR SOLE AND ABSOLUTE DISCRETION.
MORGAN STANLEY DIRECT LENDING FUND (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 23, 2024 MORGAN STANLEY DIRECT LENDING FUND (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2024 • Morgan Stanley Direct Lending Fund • New York
CREDIT AGREEMENT dated as of December 31, 2019 among MORGAN STANLEY DIRECT LENDING FUND, as the Company THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and CIBC BANK USA, as Administrative Agent CIBC BANK USA, as ArrangerCredit Agreement • January 7th, 2020 • Morgan Stanley Direct Lending Fund
THIS CREDIT AGREEMENT dated as of December 31, 2019 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into among MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and permitted assigns, the “Lenders”) and CIBC BANK USA (in its individual capacity, “CIBC”), as administrative agent for the Secured Parties.
Amended and restated INVESTMENT ADVISORY AGREEMENT BETWEEN MORGAN STANLEY direct lending fund AND MS CAPITAL PARTNERS ADVISER INC.Investment Advisory Agreement • January 30th, 2024 • Morgan Stanley Direct Lending Fund • New York
This Amended and Restated Investment Advisory Agreement (this “Agreement”) is made as of January 24, 2024, by and between Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”) and effective as of January 24, 2024.
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of July 16, 2021 and as amended by the First Amendment to Senior Secured Revolving Credit Agreement dated as of December 3, 2021, by the Second Amendment to Senior Secured Revolving Credit Agreement...Revolving Credit Agreement • February 6th, 2023 • Morgan Stanley Direct Lending Fund • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of July 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation (the “Borrower”), the LENDERS AND ISSUING BANKS party hereto, and TRUIST BANK, as Administrative Agent.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • New York
This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is effective as of the [·] day of [·], 2019 (“Effective Date”) between Morgan Stanley Investment Management Inc. (“Licensor”), and Morgan Stanley Direct Lending Fund, a Delaware corporation (“Licensee”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 19th, 2021 • Morgan Stanley Direct Lending Fund
This Amendment No. 2 to Credit Agreement (this “Amendment”) is entered into as of November 17, 2020, by and among Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), CIBC Bank USA, as administrative agent (the “Administrative Agent”), and the financial institutions party to the Credit Agreement (the “Lenders”).
To: CIBC Bank USA, as Administrative AgentMorgan Stanley Direct Lending Fund • August 1st, 2022
PURCHASE AND SALE AGREEMENT between DLF Financing SPV LLC, as the Purchaser and Morgan Stanley Direct Lending Fund, as the Seller Dated as of October 14, 2020Purchase and Sale Agreement • October 20th, 2020 • Morgan Stanley Direct Lending Fund • New York
THIS PURCHASE AND SALE AGREEMENT, dated as of October 14, 2020, between MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation, as the seller (the “Seller”) and DLF Financing SPV LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
To: CIBC Bank USA, as Administrative AgentMorgan Stanley Direct Lending Fund • December 29th, 2022
To: CIBC Bank USA, as Administrative AgentMorgan Stanley Direct Lending Fund • January 21st, 2022
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND LENDER JOINDERMorgan Stanley Direct Lending Fund • March 20th, 2020
This Amendment No. 1 to Credit Agreement and Lender Joinder (this “Amendment”) is entered into as of February 3, 2020, by and among Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), CIBC Bank USA, as administrative agent (the “Administrative Agent”), the financial institutions party to the Credit Agreement (as defined below) immediately prior to the date hereof (the “Existing Lenders”) and the other financial institutions party hereto (the “New Lenders” and, together with Existing Lenders, the “Lenders”).
Morgan Stanley Direct Lending FundMorgan Stanley Direct Lending Fund LLC • November 19th, 2019
Morgan Stanley Direct Lending Fund Shares of common stock, par value $0.001 per shareSubscription Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • Delaware
The undersigned (the “Subscriber”) and Morgan Stanley Direct Lending Fund (including the predecessor to such entity, the “Company”) hereby agree as set forth below.
SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • May 20th, 2022 • Morgan Stanley Direct Lending Fund • New York
This SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of May 20, 2022 (this “Amendment”), is entered into among MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation (the “Borrower”), the LENDERS party hereto constituting the Required Lenders (as defined in the Credit Agreement, as defined below), and TRUIST BANK, as Administrative Agent (the “Administrative Agent”).
To: CIBC Bank USA, as Administrative AgentMorgan Stanley Direct Lending Fund • May 18th, 2022
FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • March 18th, 2022 • Morgan Stanley Direct Lending Fund • New York
This FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 3, 2021 (this “Amendment”), is entered into among MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation (the “Borrower”), the LENDERS party hereto constituting the Required Lenders (as defined in the Credit Agreement, as defined below), each LENDER whose Commitment is increasing pursuant to this Amendment (each a “Commitment Increase Lender”), and TRUIST BANK, as Administrative Agent (the “Administrative Agent”).
ContractThe Revolving Credit and Security Agreement • March 19th, 2021 • Morgan Stanley Direct Lending Fund • New York
This SECOND AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 2, 2021 (the “Amendment Date”), is entered into by and among DLF FINANCING SPV LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the LENDERS party to the Revolving Credit Agreement, BNP PARIBAS, as the administrative agent (the “Administrative Agent”), MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation, as the equityholder (in such capacity, the “Equityholder”), MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation, as the servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”).
ContractThe Revolving Credit and Security Agreement • March 19th, 2021 • Morgan Stanley Direct Lending Fund • New York
This FIRST AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of December 11, 2020 (the “Amendment Date”), is entered into by and among DLF FINANCING SPV LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the LENDERS party to the Revolving Credit Agreement, BNP PARIBAS, as the administrative agent (the “Administrative Agent”), MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation, as the equityholder (in such capacity, the “Equityholder”), MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation, as the servicer (in such capacity, the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”).
AMENDMENT NO. 4 TO CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement and Limited Waiver • February 4th, 2022 • Morgan Stanley Direct Lending Fund
This Amendment No. 4 to Credit Agreement and Limited Waiver (this “Amendment”) is entered into as of February 3, 2022, by and among Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), CIBC Bank USA, as administrative agent (the “Administrative Agent”), and the financial institutions party to the Credit Agreement (the “Lenders”).
ARTICLE II Amendments to Revolving Credit AgreementCredit and Security Agreement • September 28th, 2023 • Morgan Stanley Direct Lending Fund • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of October 14, 2020, among DLF FINANCING SPV LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS from time to time party hereto, BNP PARIBAS (“BNP”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation, as equityholder (in such capacity, the “Equityholder”), MORGAN STANLEY DIRECT LENDING FUND, a Delaware corporation, as servicer (in such capacity, the “Servicer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank”), as successor in interest to U.S. Bank National Association, as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”).
