SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TCW DIRECT LENDING LLC (A Delaware Limited Liability Company) Dated as of September 19, 2014Limited Liability Company Agreement • November 7th, 2014 • TCW Direct Lending LLC • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TCW Direct Lending LLC (the “Company”), dated as of September 19, 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”).
ADMINISTRATION AGREEMENTAdministration Agreement • November 7th, 2014 • TCW Direct Lending LLC • California
This Agreement (“Agreement”) is made as of September 15, 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”).
REVOLVING CREDIT NOTERevolving Credit Note • November 7th, 2014 • TCW Direct Lending LLC
TCW DL BRIDGE, LLC as Borrower REVOLVING CREDIT AGREEMENT NATIXIS, NEW YORK BRANCH as Funding Agent and as Committed Lender September 22, 2014Revolving Credit Agreement • November 7th, 2014 • TCW Direct Lending LLC • 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 22, 2014 by and among TCW DL BRIDGE, LLC, a Delaware limited liability company (“Borrower”), and NATIXIS, NEW YORK BRANCH (in its individual capacity, “Natixis”), as Funding Agent and Committed Lender.
FORM OF] LOAN SALE AGREEMENT by and between TCW DL BRIDGE, LLC as the Seller, and TCW DIRECT LENDING LLC as the Purchaser Dated as of [ ], 2014Loan Sale Agreement • November 7th, 2014 • TCW Direct Lending LLC • New York
THIS LOAN SALE AGREEMENT, dated as of [ ], 2014 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and between TCW DL BRIDGE, LLC, a Delaware limited liability company (and each of its respective successors and assigns in such capacity, the “Seller”), and TCW DIRECT LENDING LLC, a Delaware limited liability company, (together with its successors and assigns in such capacity, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • November 7th, 2014 • TCW Direct Lending LLC • New York
This SECURITY AGREEMENT, dated as of September 22, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by TCW DL BRIDGE, LLC, a Delaware limited liability company (“Grantor”), in favor of NATIXIS, NEW YORK BRANCH, for the benefit of the Secured Parties (as defined in the Credit Agreement) (“Secured Party”).
ACKNOWLEDGMENT AND UNDERTAKING AGREEMENTAcknowledgment and Undertaking Agreement • November 7th, 2014 • TCW Direct Lending LLC • New York
This ACKNOWLEDGEMENT AGREEMENT (this “Agreement”) is made as of September 22, 2014, by TCW DIRECT LENDING LLC, a Delaware limited liability company (“Fund”), for the benefit of TCW DL BRIDGE, LLC, a Delaware limited liability company (the “Company”).
