T Series Middle Market Loan Fund LLC Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 19th, 2021 • T Series Middle Market Loan Fund LLC • New York

This Agreement is made as of September 25, 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”).

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REVOLVING CREDIT AND SECURITY AGREEMENT among T SERIES FINANCING II SPV LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, BNP PARIBAS, as Administrative Agent, T SERIES MIDDLE MARKET LOAN FUND LLC, as Equityholder, T SERIES MIDDLE MARKET...
Credit and Security Agreement • October 14th, 2022 • T Series Middle Market Loan Fund LLC • 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.

FOURTH AMENDMENT to REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 7th, 2023 • T Series Middle Market Loan Fund LLC • New York

This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2023, is entered into by and among T SERIES MIDDLE MARKET LOAN FUND LLC, as Borrower (the “Borrower” and collectively with any additional Borrowers, including any Qualified Borrowers from time to time party hereto, the “Borrowers”), COMMONWEALTH BANK OF AUSTRALIA, as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), as Lead Arranger, as the Letter of Credit Issuer and as a Lender.

ADMINISTRATION AGREEMENT
Administration Agreement • October 19th, 2021 • T Series Middle Market Loan Fund LLC • New York

This Agreement (“Agreement”) is made as of October 19, 2021, by and between T Series Middle Market Loan Fund LLC, a Delaware limited liability company (the “Company”), and MS Private Credit Administrative Services LLC, a Delaware limited liability company (the “Administrator”).

INVESTMENT ADVISORY AGREEMENT BETWEEN T Series Middle Market Loan Fund LLC AND MS CAPITAL PARTNERS ADVISER INC.
Investment Advisory Agreement • October 19th, 2021 • T Series Middle Market Loan Fund LLC • New York

This Investment Advisory Agreement (this “Agreement”) is made as of October 19, 2021, by and between T Series Middle Market Loan Fund LLC, a Delaware limited liability company (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 19th, 2021 • T Series Middle Market Loan Fund LLC • Delaware

This Indemnification Agreement (the “Agreement”) is made and entered into this [●] day of [●], 2021, by and between T Series Middle Market Loan 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 [●] (the “Indemnitee”).

FIRST AMENDMENT
Revolving Credit Agreement • March 22nd, 2022 • T Series Middle Market Loan Fund LLC • New York

Borrower (the “Initial Borrower” and collectively with any additional Borrowers, including any Qualified Borrowers from time to time party hereto, the “Borrowers”), COMMONWEALTH BANK OF AUSTRALIA, as the Administrative Agent (as hereinafter defined) for the Secured Parties, as Lead Arranger, as the Letter of Credit Issuer and as a Lender (in such capacity, the “Initial Lender”) and the other financial institutions from time to time party hereto as Lenders.

Confidential Subscription Agreement
Subscription Agreement • October 19th, 2021 • T Series Middle Market Loan Fund LLC • Delaware
FACILITY REDUCTION NOTICE
T Series Middle Market Loan Fund LLC • December 29th, 2022
FACILITY REDUCTION NOTICE
T Series Middle Market Loan Fund LLC • May 4th, 2023
THIRD AMENDMENT to REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 8th, 2022 • T Series Middle Market Loan Fund LLC • New York

THIS REVOLVING CREDIT AGREEMENT is dated as of November 5, 2021 (this “Credit Agreement”), by and among T SERIES MIDDLE MARKET LOAN FUND LLC, as Borrower (the “Initial Borrower” and collectively with any additional Borrowers, including any Qualified Borrowers from time to time party hereto, the “Borrowers”), COMMONWEALTH BANK OF AUSTRALIA, as the Administrative Agent (as hereinafter defined) for the Secured Parties, as Lead Arranger, as the Letter of Credit Issuer and as a Lender (in such capacity, the “Initial Lender”) and the other financial institutions from time to time party hereto as Lenders.

SECOND AMENDMENT to REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 10th, 2022 • T Series Middle Market Loan Fund LLC • New York

This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 18, 2022, is entered into by and among T SERIES MIDDLE MARKET LOAN FUND LLC, as Borrower (the “Borrower” and collectively with any additional Borrowers, including any Qualified Borrowers from time to time party hereto, the “Borrowers”), COMMONWEALTH BANK OF AUSTRALIA, as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), as Lead Arranger, as the Letter of Credit Issuer and as a Lender.

State Street Bank and Trust Company
T Series Middle Market Loan Fund LLC • October 19th, 2021
FACILITY REDUCTION NOTICE
Facility Reduction • October 5th, 2023 • T Series Middle Market Loan Fund LLC
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF T SERIES MIDDLE MARKET LOAN FUND LLC
Limited Liability Company Agreement • May 16th, 2023 • T Series Middle Market Loan Fund LLC

This FIRST AMENDMENT (the “Amendment”) to the First Amended and Restated Limited Liability Company Agreement (the “Agreement”), effective as of October 13, 2021, of T Series Middle Market Loan Fund LLC, a Delaware limited liability company (the “Company”), is entered into as of May 16, 2023 (the “Effective Time”).

First Amended and Restated Limited Liability Company Agreement
Limited Liability Company Agreement • October 19th, 2021 • T Series Middle Market Loan Fund LLC • Delaware

This First Amended and Restated Limited Liability Company Agreement (the “Agreement”) of T Series Middle Market Loan Fund LLC (the “Company”) is entered into as of October 13, 2021 by MS Credit Partners Holdings Inc., a Delaware corporation (the “Initial Member”), as its sole member.

CONTRIBUTION AGREEMENT Dated as of October 12, 2022 among T SERIES MIDDLE MARKET LOAN FUND LLC and T SERIES FINANCING II SPV LLC
Execution Version Contribution Agreement • October 14th, 2022 • T Series Middle Market Loan Fund LLC • New York

This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 12, 2022, is made by and among T Series Middle Market Loan Fund LLC, a Delaware limited liability company (the “Transferor”), and T Series Financing II SPV LLC, a Delaware limited liability company (the “Transferee”).

SALE AND CONTRIBUTION AGREEMENT between T SERIES FINANCING SPV LLC, as the Transferee and T SERIES MIDDLE MARKET LOAN FUND LLC, as the Transferor Dated as of March 7, 2022
Sale and Contribution Agreement • March 9th, 2022 • T Series Middle Market Loan Fund LLC • New York

THIS SALE AND CONTRIBUTION AGREEMENT, dated as of March 7, 2022, between T SERIES MIDDLE MARKET LOAN FUND LLC, a Delaware limited liability company (the “Transferor”) and T SERIES FINANCING SPV LLC, a Delaware limited liability company (the “Transferee”).

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