REGISTRATION RIGHTS AGREEMENT by and among Morgan Stanley Direct Lending Fund, Truist Securities, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, and SMBC Nikko Securities America, Inc. Dated as of May 17, 2024 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2024 • Morgan Stanley Direct Lending Fund • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 17, 2024, by and among Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), and Truist Securities, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as the representatives (together, the “Representatives”) to the other several initial purchasers (collectively, the “Initial Purchasers”) of $350,000,000 aggregate principal amount of the Company’s 6.150% Notes due 2029 (the “Notes”) listed on Schedule A to the Purchase Agreement (as defined below).
