0001193125-21-208583 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • July 6th, 2021 • Commonwealth Credit Partners BDC I, Inc. • New York

THIS AGREEMENT is effective as of the [ ] 2021, and is entered into by and between COMMONWEALTH CREDIT PARTNERS BDC I, INC., a Delaware corporation (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 6th, 2021 • Commonwealth Credit Partners BDC I, Inc. • Delaware

This Indemnification Agreement (the “Agreement”) is made and entered into this [ ] day of [ ], 2021, by and between Commonwealth Credit Partners BDC I, Inc. (the “Company”), on behalf of itself and its Subsidiaries (as defined in Section 1(h) below), and [Indemnitee] (the “Indemnitee”).

ADMINISTRATION AGREEMENT
Administration Agreement • July 6th, 2021 • Commonwealth Credit Partners BDC I, Inc. • New York

This ADMINISTRATION AGREEMENT (“Agreement”) is made as of the [ ] day of [ ], 2021 by and between Commonwealth Credit Partners BDC I, Inc., a Delaware corporation (the “Company”), and Commonwealth Credit Advisors LLC, a Delaware limited liability company (the “Administrator”). The Company and the Administrator are sometimes referred to herein separately as a “party” and collectively as the “parties”.

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • July 6th, 2021 • Commonwealth Credit Partners BDC I, Inc. • New York

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of the [ ] day of [ ] 2021 (the “Effective Date”), by and between Commonwealth Credit Advisors LLC, a Delaware limited liability company (“Licensor” or “Investment Adviser”), and Commonwealth Credit Partners BDC I, Inc., a Delaware corporation, and any wholly-owned subsidiary thereof (“Licensee”) (each a “party,” and collectively, the “parties”).

COMMONWEALTH CREDIT PARTNERS BDC I, INC. (A Delaware Corporation) SUBSCRIPTION AGREEMENT Article I.
Subscription Agreement • July 6th, 2021 • Commonwealth Credit Partners BDC I, Inc. • New York

The undersigned wishes to make an additional capital commitment to Commonwealth Credit Partners BDC I, Inc. (the “Company”). The amount to be committed (“Additional Capital Commitment”) is: $ .

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN
Investment Advisory and Management Agreement • July 6th, 2021 • Commonwealth Credit Partners BDC I, Inc. • New York

Agreement is made this [ ] day of [ ] 2021, by and between Commonwealth Credit Partners BDC I, Inc., a Delaware corporation (the “Company”), and Commonwealth Credit Advisors LLC, a Delaware limited liability company (the “Adviser”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 6th, 2021 • Commonwealth Credit Partners BDC I, Inc. • New York

THIS AGREEMENT is effective as of this [ ], 2021, by and among COMMONWEALTH CREDIT PARTNERS BDC I, INC., a Delaware corporation (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).