SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TCW DIRECT LENDING LLC (A Delaware Limited Liability Company) Dated as of [•], 2014Limited Liability Company Agreement • June 17th, 2014 • TCW Direct Lending LLC • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TCW Direct Lending LLC (the “Company”), dated as of [•], 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 AGREEMENTIndemnification 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 AGREEMENTAdministration Agreement • June 17th, 2014 • TCW Direct Lending LLC • California
This Agreement (“Agreement”) is made as of [ ], 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 LIMITED LIABILITY COMPANY AGREEMENTLimited 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 AGREEMENTTCW Direct • June 17th, 2014 • TCW Direct Lending LLC • California
THIS AGREEMENT (this “Agreement”) is made as of [•], 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”).
TCW DIRECT LENDING LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited 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.”
