CUSTODY AGREEMENT dated as of December 19, 2019Custody Agreement • January 29th, 2020 • Nuveen Churchill BDC INC. • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of December 19, 2019 and is by and between NUVEEN CHURCHILL BDC INC. (and any successor or permitted assign), a Maryland corporation, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting hereunder), a national banking association, as custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”) and as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”).
ContractLoan and Security Agreement • March 20th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of March 14, 2024 (this “Amendment”), by and among NUVEEN CHURCHILL BDC SPV V, LLC, a Delaware limited liability company (the “Borrower”), NUVEEN CHURCHILL DIRECT LENDING CORP. (F/K/A NUVEEN CHURCHILL BDC INC.), a Maryland corporation (the “Collateral Manager”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, (the “Lender”) and NUVEEN CHURCHILL DIRECT LENDING CORP. (F/K/A NUVEEN CHURCHILL BDC INC.), as the Equity Investor (the “Equity Investor”).
COLLATERAL MANAGEMENT AGREEMENT dated as of March 14, 2024 by and between CHURCHILL NCDLC CLO-III, LLC as Issuer and NUVEEN CHURCHILL DIRECT LENDING CORP., as Collateral ManagerCollateral Management Agreement • March 20th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 7th, 2022 • Nuveen Churchill Direct Lending Corp. • 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 10, 2020 by and among NUVEEN CHURCHILL DIRECT LENDING CORP., a Maryland corporation (the “Borrower”), SUMITOMO MITSUI BANKING CORPORATION, a foreign banking corporation organized under the laws of Japan (in its individual capacity, “SMBC”), as administrative agent (together with any successor appointed pursuant to Section 12 below, the “Administrative Agent”) for the Lenders (as hereinafter defined), and the Lenders.
SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 23, 2023 (this “Agreement”), among NUVEEN CHURCHILL DIRECT LENDING CORP., a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto and SUMITOMO...Senior Secured Revolving Credit Agreement • June 28th, 2023 • Nuveen Churchill Direct Lending Corp. • New York
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • January 29th, 2020 • Nuveen Churchill BDC INC. • New York
THIS AGREEMENT is made and entered into as of the last date on the signature block, by and Nuveen Churchill BDC Inc., a Maryland corporation (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”).
DB1/ 145255310.8 Execution Version AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of April 9, 2024 (this “Amendment”), is by and among NUVEEN CHURCHILL DIRECT...Senior Secured Revolving Credit Agreement • April 15th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • January 30th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT made this 29th day of January, 2024 (this “Agreement”), by and among CHURCHILL DLC ADVISORS LLC, a Delaware limited liability company (the “Adviser”), CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (“Churchill”), and NUVEEN ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Sub-Adviser”).
NUVEEN CHURCHILL DIRECT LENDING CORP. (a Maryland corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
ADMINISTRATION AGREEMENT BETWEEN NUVEEN CHURCHILL BDC INC. ANDAdministration Agreement • January 29th, 2020 • Nuveen Churchill BDC INC. • New York
This Agreement (“Agreement”) is made as of December 31, 2019 by and between NUVEEN CHURCHILL BDC INC., a Maryland corporation (the “Company”), and NUVEEN CHURCHILL ADMINISTRATION LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL BDC INC. ANDInvestment Advisory Agreement • January 29th, 2020 • Nuveen Churchill BDC INC. • New York
AGREEMENT, dated as of December 31, 2019, between NUVEEN CHURCHILL BDC INC., a Maryland corporation (the “Company”), and NUVEEN CHURCHILL ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
BUSINESS.30544778.20 -vii- Schedules and Exhibits Schedule 1 [Reserved] Schedule 2 S&P Industry Classifications Schedule 3 Moody’s Rating Definitions Schedule 4 S&P Recovery Rate Tables Exhibit A Forms of Notes A-1 Form of Global Secured Note A-2 Form...Indenture and Security Agreement • December 12th, 2023 • Nuveen Churchill Direct Lending Corp. • New York
Transfer Agency and Service Agreement Between Nuveen Churchill Direct Lending Corp. andTransfer Agency and Service Agreement • February 27th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of January 29, 2024 (“Effective Date”), is by and among Nuveen Churchill Direct Lending Corp., a Maryland corporation and closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), having its principal place of business at 375 Park Avenue, 9th Floor New York, NY 10152 (“Company” ) and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021. As used herein, “party” means Agent or Company, as applicable, and “parties” means Agent and Company.
The Companies Law (2018 Revision) of the Cayman Islands Plan of MergerPlan of Merger • January 29th, 2020 • Nuveen Churchill BDC INC.
This plan of merger (the "Plan of Merger") is made on 31 December 2019 between Nuveen Churchill BDC SPV I, LLC (the "Surviving Company") and Churchill Middle Market CLO V Ltd. (the "Merging Company").
BUSINESS.30667925.7 -ii- Section 5.07 Merger, Conversion, Consolidation or Succession to Business of the Loan Agent ...................................... ................................................................ 15 ARTICLE VI CLASS A-L-B LOAN...Class a-L-B Loan Agreement • December 12th, 2023 • Nuveen Churchill Direct Lending Corp. • New York
BORROWER JOINDER AGREEMENTBorrower Joinder Agreement • May 10th, 2022 • Nuveen Churchill Direct Lending Corp. • New York
Pursuant to Section 2.19 of that certain Amended and Restated Loan and Security Agreement, dated as of December 31, 2019 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among Nuveen Churchill Direct Lending Corp. (f/k/a Nuveen Churchill BDC Inc.), as the collateral manager (in such capacity, the “Collateral Manager”), each of the Borrowers from time to time party thereto (collectively, the “Borrower” or if referred to individually, each a “Borrower”), Wells Fargo Bank, National Association, as the Administrative Agent, each of the Lenders from time to time party thereto, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as the Collateral Agent and U.S. Bank National Association, as the Custodian, and that certain Amended and Restated Fee Letter, dated as of December 31, 2019 (as amended, supplemented or restated from time to time, the “Fee Letter”) by and between e
hereby amended by deleting all references to “Nuveen Churchill BDC Inc.” and inserting “Nuveen Churchill Direct Lending Corp.” in lieu thereof. Representations and Warranties. The Borrower hereby represents and warrants to the Lender, the Equity...Omnibus Amendment to Transaction Documents • October 30th, 2020 • Nuveen Churchill Direct Lending Corp. • New York
Borrower Joinder AgreementBorrower Joinder Agreement • February 27th, 2024 • Nuveen Churchill Direct Lending Corp.
THIS BORROWER JOINDER AGREEMENT (this “Agreement”), dated as of October 19, 2023, is by and among Nuveen Churchill BDC SPV II, LLC (the “Existing Borrower”) Nuveen Churchill BDC SPV IV, LLC, a Delaware limited liability company (the “New Borrower”), and Sumitomo Mitsui Bank Corporation, a Japanese banking corporation, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (“Collateral Agent”), under that certain Amended and Restated Loan and Servicing Agreement, dated as of October 13, 2023, (as such agreement may be amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Loan and Servicing agreement”) by and among the Existing Borrower and each other Borrower from time to time party thereto, Nuveen Churchill Direct Lending Corp., a Maryland corporation (“Servicer”), the Administrative Agent, the Collateral Agent, the Lenders from time to time party thereto, U.S. Bank Trust Company, Nati
BUSINESS.30645515.11 -ii- Section 5.06 Loan Agent Criteria .................... ..................................................................... 16 Section 5.07 Merger, Conversion, Consolidation or Succession to Business of the Loan Agent...Class a-L-a Loan Agreement • December 12th, 2023 • Nuveen Churchill Direct Lending Corp. • New York
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL DIRECT LENDING CORP. AND CHURCHILL DLC ADVISORS LLCInvestment Advisory Agreement • January 30th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT, dated as of January 29, 2024, between NUVEEN CHURCHILL DIRECT LENDING CORP., a Maryland corporation (the “Company”), and CHURCHILL DLC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
EXECUTION VERSION USActive 60729175.3 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of August 27, 2024 (this “Amendment”), by and among NUVEEN CHURCHILL BDC SPV V, LLC, a Delaware limited liability company (the “Borrower”), NUVEEN CHURCHILL...Loan and Security Agreement • September 3rd, 2024 • Nuveen Churchill Direct Lending Corp.
USActive 57770503.6 -ii- 47427327.1 Section 5.06 Loan Agent Criteria .......... ............................................................................... ...15 Section 5.07 Merger, Conversion, Consolidation or Succession to Business of the Loan...Class a-L Loan Agreement • May 25th, 2022 • Nuveen Churchill Direct Lending Corp. • New York
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • January 29th, 2020 • Nuveen Churchill BDC INC. • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 31st day of December, 2019, by and between NUVEEN CHURCHILL BDC, INC., a Maryland corporation (the “Company”), and NUVEEN CHURCHILL ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
DB1/ 150016066.9 2 the Credit Agreement shall be amended as set forth below in this Section 1: 1.01. The Credit Agreement (other than the Schedules and Exhibits attached thereto) shall be amended as set forth in the pages of the Credit Agreement...Senior Secured Revolving Credit Agreement • October 9th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
NUVEEN CHURCHILL BDC SPV III, LLC NOTES PURCHASE AND PLACEMENT AGREEMENTPurchase and Placement Agreement • February 15th, 2024 • Nuveen Churchill Direct Lending Corp. • New York
This Purchase and Placement Agreement (this “Agreement”) is entered into among Nuveen Churchill BDC SPV III, LLC, a Delaware limited liability company (the “Issuer”) and Wells Fargo Securities, LLC (“Wells Fargo”), as initial purchaser (in such capacity, the “Initial Purchaser”).
ContractLoan and Security Agreement • April 5th, 2022 • Nuveen Churchill Direct Lending Corp. • New York
