CUSTODY AGREEMENTCustody Agreement • August 16th, 2022 • TCW Star Direct Lending LLC • New York
THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between TCW STAR DIRECT LENDING LLC, a limited liability company, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TCW STAR DIRECT LENDING LLC (A Delaware Limited Liability Company) Dated as of August [ ], 2022Limited Liability Company Agreement • August 16th, 2022 • TCW Star Direct Lending LLC • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TCW Star Direct Lending LLC (formerly known as N Middle Market Lending, LLC) (the “Company”), dated as of August [ ], 2022, by and among TCW Asset Management Company LLC, a limited liability company formed under the laws of the State of Delaware (“TCW”) and 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”).
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • August 16th, 2022 • TCW Star Direct Lending LLC • New York
THIS AGREEMENT is made and entered into as of the last date written on the signature page, by and among TCW STAR DIRECT LENDING LLC, a Delaware limited liability company (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).
ADMINISTRATION AGREEMENTAdministration Agreement • August 16th, 2022 • TCW Star Direct Lending LLC • New York
This Administration Agreement (“Agreement”) is made as of August [___], 2022 by and between TCW STAR DIRECT LENDING LLC, a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Administrator”).
TCW STAR DIRECT LENDING LLC INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTInvestment Advisory and Management Agreement • August 16th, 2022 • TCW Star Direct Lending LLC • New York
THIS AGREEMENT (this “Agreement”) is made as of [ ], 2022 by and between TCW STAR DIRECT LENDING LLC, a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Adviser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2022 • TCW Star 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 STAR 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”).
TCW STAR DIRECT LENDING LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 16th, 2022 • TCW Star Direct Lending LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of TCW Star Direct Lending LLC (formerly known as N Middle Market Lending, LLC), a Delaware limited liability company (the “Company”), is entered into this 17th day of May, 2022, and made effective among the Members as of March 7, 2022, by TCW Asset Management Company LLC, a Delaware limited liability company, as initial sole 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”.
