0001193125-16-647362 Sample Contracts

First Amended and Restated Limited Liability Company Agreement
Limited Liability Company Agreement • July 13th, 2016 • Goldman Sachs Private Middle Market Credit LLC • Delaware

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Goldman Sachs Private Middle Market Credit LLC (the “Company”), is entered into as of June 17, 2016, by and among those Persons who have entered into Subscription Agreements with the Company for the purchase of common units of limited liability company interests (collectively, the “Common Units”) in the Company. This Agreement amends and restates in its entirety the previous Limited Liability Company Agreement of the Company, dated as of April 4, 2016.

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INVESTMENT MANAGEMENT AND ADVISORY AGREEMENT
Investment Management and Advisory Agreement • July 13th, 2016 • Goldman Sachs Private Middle Market Credit LLC • New York

This AGREEMENT (this “Agreement”) is made as of the 11th day of April, 2016 between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Investment Adviser”), a limited partnership formed under the laws of the state of Delaware, and GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC, a Delaware limited liability company (the “Company”).

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