To: CIBC Bank USA, as Administrative Agent

To: CIBC Bank USA, as Administrative Agent

000 Xxxxx XxXxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Attention: Xxxx Xxxxxx

Telephone: 000-000-0000

Email: Xxxx.Xxxxxx@xxxx.xxx

May 12, 2022

Re: Reduction of Commitment for Credit Facility for Xxxxxx Xxxxxxx Direct Lending Fund

Reference is made to that certain Credit Agreement dated as of December 31, 2019 (as amended pursuant to Amendment No. 1 to Credit Agreement and Lender Joinder dated as of February 3, 2020, as further amended pursuant to Amendment No. 2 to Credit Agreement dated as of November 17, 2020, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement), among Xxxxxx Xxxxxxx Direct Lending Fund, a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties thereto and CIBC Bank USA, as administrative agent for the Secured Parties (the “Administrative Agent”).

Pursuant to Section 6.1.1 of the Credit Agreement, the Company hereby requests a permanent reduction in the amount of the Revolving Commitment to $280,000,000, effective immediately but in any event no later than May 16, 2022.

[Signature Page Follows]

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Yours sincerely,

XXXXXX XXXXXXX DIRECT LENDING FUND

By: /s/ Xxxxxxxxx Xxxxx                    

Name: Xxxxxxxxx Xxxxx

Title:    Chief Financial Officer

[Signature Page to Commitment Reduction Letter]

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