Operating Agreement
Monroe Capital Asset-Backed Finance Company, LP
Exhibit 10.1
OPERATING AGREEMENT
THIS OPERATING AGREEMENT is made as of July 17, 2026, by and between MONROE CAPITAL ASSET-BACKED FINANCE COMPANY, LP, a Delaware series limited partnership (the “Partnership”), and MONROE CAPITAL ASSET FINANCE ADVISORS, LLC, a Delaware limited liability company (together with its permitted assignees, the “Operating Manager”).
WHEREAS, the Partnership is a holding company that (i) conducts a continuous private offering of its Shares (as defined below) in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, and (ii) operates its business such that the Partnership is excluded from the definition of “investment company” in the Investment Company Act of 1940, as amended; and
WHEREAS, the Partnership and each of the Subsidiaries (as defined below) desire to retain the Operating Manager to provide advisory and other services to the Partnership and the Subsidiaries on the terms and conditions hereinafter set forth, and the Operating Manager wishes to be retained to provide such services.
NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:
Section 1. Definitions. The following terms have the following meanings assigned to them:
…