Franklin BSP Private Credit Fund Sample Contracts

CUSTODY AGREEMENT dated as of June 16, 2022 by and between FRANKLIN BSP PRIVATE CREDIT FUND (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund • New York

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of June 16, 2022 and is by and between FRANKLIN BSP PRIVATE CREDIT FUND (and any successor or permitted assign), a Delaware statutory trust, having its principal place of business at 9 West 57th Street, Suite 4700, New York, NY 10019, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.

CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2023 BETWEEN FRANKLIN BSP PRIVATE CREDIT FUND AND
Credit Agreement • April 29th, 2025 • Franklin BSP Private Credit Fund • New York

This Credit Agreement, dated as of October 17, 2023, is between Franklin BSP Private Credit Fund, a Delaware statutory trust that is registered as an investment company under the Investment Company Act operating as an interval fund under the Investment Company Act (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Lender”). The parties hereto agree as follows:

FRANKLIN BSP PRIVATE CREDIT FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund

This Subscription Agreement is entered into this __th day of ___, 20__ by and between Franklin BSP Private Credit Fund, a Delaware statutory trust (the “Fund”), and BSP Fund Holdco (Debt Strategy) L.P. (the “Subscriber”);

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund • Delaware
THIRD AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 28th, 2022 • Franklin BSP Private Credit Fund • Delaware
FRANKLIN BSP PRIVATE CREDIT FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund • New York

AGREEMENT made as of the [●] day of [●], [●], by and between Franklin BSP PRIVATE CREDIT FUND (the “Fund”), and BENEFIT STREET PARTNERS L.L.C. (the “Advisor”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 29th, 2025 • Franklin BSP Private Credit Fund • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of September 25, 2024 (this “Amendment”) amends the Credit Agreement dated as of October 17, 2023 (as previously amended, the “Credit Agreement”) between Franklin BSP Private Credit Fund, a Delaware statutory trust that is registered as an investment company under the Investment Company Act operating as an interval fund under the Investment Company Act (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Lender”). Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.

To The Agency Agreement between Benefit Street Partners L.L.C. and DST Systems, Inc.
Agency Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund

This amendment (the “2022 Amendment”), effective as of April 1, 2022 (the “Amendment Effective Date”), is by and between DST Systems, Inc. (“DST”), Benefit Street Partners L.L.C. (“Benefit Street”), Realty Finance Trust, Inc., Business Development Corporation of America, and Franklin BSP Private Credit Fund (the “Interval Fund”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 29th, 2025 • Franklin BSP Private Credit Fund • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of April 2, 2024 (this “Amendment”) amends the Credit Agreement dated as of October 17, 2023 (the “Credit Agreement”) between Franklin BSP Private Credit Fund, a Delaware statutory trust that is registered as an investment company under the Investment Company Act operating as an interval fund under the Investment Company Act (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Lender”). Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.

Amended and Restated Expense Limitation Agreement Benefit Street Partners L.L.C. One Madison Avenue, Suite 1600 New York, NY 10010
Expense Limitation Agreement • April 29th, 2025 • Franklin BSP Private Credit Fund

Benefit Street Partners L.L.C. (“BSP”), as investment adviser to Franklin BSP Private Credit Fund (the “Fund”) hereby agrees on a quarterly basis to reimburse the Fund’s initial organizational and offering costs as well as its operating expenses (each such reimbursement, an “Expense Payment”) to the extent that the Fund’s annualized operating expenses (as defined herein) (“Operating Expenses”) in respect of the relevant quarter exceed 2.25% of the Fund’s quarter-end net asset value (the “Expense Limitation”). This agreement (the “Agreement”) shall commence on May 1, 2025 and shall continue in effect for a period of one year. This Agreement hereby amends and restates that certain Third Amended and Restated Expense Limitation Agreement dated September 22, 2022 between BSP and the Fund (the “Prior Agreement”), and supersedes the Prior Agreement in all respects. Thereafter, this Agreement may be annually renewed with the written agreement of BSP and the Fund. The Board of the Fund may term

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund • New York

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between FRANKLIN BSP PRIVATE CREDIT FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS””).

Benefit Street Partners L.L.C.
Investment Advisory Agreement • April 26th, 2024 • Franklin BSP Private Credit Fund

This letter agreement (this “Agreement”) confirms the temporary waiver by the Adviser of the Management Fee payable by the Fund, as follows:

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 29th, 2025 • Franklin BSP Private Credit Fund • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of March 31, 2025 (this “Amendment”) amends the Credit Agreement dated as of October 17, 2023 (as previously amended, the “Credit Agreement”) between Franklin BSP Private Credit Fund, a Delaware statutory trust that is registered as an investment company under the Investment Company Act operating as an interval fund under the Investment Company Act (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Lender”). Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.