MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Agreement is made as of September 25, 2019 (this “Agreement”), between each business development company identified on Appendix A and each business development company which becomes a party to this Agreement in accordance with the terms hereof (each such business development company and each business development company made subject to this Agreement in accordance with Section 20.4 below shall hereinafter be referred to as a “Fund” and collectively, as the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
ContractLoan and Servicing Agreement • April 24th, 2023 • North Haven Private Income Fund LLC • New York
FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of April 20, 2023 (the “Amendment Effective Date”), is entered into by and among PIF Financing SPV LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), North Haven Private Income Fund LLC, as the servicer (together with its successors and assigns in such capacity, the “Servicer”), North Haven Private Income Fund LLC, as the equityholder (the “Equityholder”), each of the conduit lenders party hereto (together with its respective successors and assigns in such capacity, each a “Conduit Lender”, and collectively, the “Conduit Lenders”), each of the institutional lenders party hereto (together with its respective successors and assigns in such capacity, each an “Institutional Lender”, and collectively, the “Institutional Lenders”), each of the lender agents party hereto (together with its respective successors and assigns in capacity, each a “Lender Agent” and collectiv
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 1, 2022 among NORTH HAVEN PRIVATE INCOME FUND LLC as Borrower The LENDERS And ISSUING BANKS Party Hereto and ING CAPITAL LLC as Administrative Agent ING CAPITAL LLC as Joint Lead Arranger...Senior Secured Revolving Credit Agreement • March 15th, 2022 • North Haven Private Income Fund LLC • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 1, 2022 (this “Agreement”), among NORTH HAVEN PRIVATE INCOME FUND LLC, a Delaware limited liability company (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and ING CAPITAL LLC, as Administrative Agent.
ADMINISTRATION AGREEMENTAdministration Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Agreement (“Agreement”) is made as of November 4, 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Private Credit Administrative Services LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENT BETWEEN NORTH HAVEN PRIVATE INCOME FUND LLC AND MS CAPITAL PARTNERS ADVISER INC.Investment Advisory Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Investment Advisory Agreement (this “Agreement”) is made as of November 4, 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”).
AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • August 10th, 2022 • North Haven Private Income Fund LLC • New York
This AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of July 7, 2022 (this “Amendment”), is made with respect to the Senior Secured Revolving Credit Agreement, dated as of February 1, 2022 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of February 4, 2021, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among NORTH HAVEN PRIVATE INCOME FUND LLC, a Delaware limited liability company (the “Borrower”), the lenders and issuing banks from time to time party thereto (the “Lenders”), and ING CAPITAL LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as joint lead arranger and sole book runner. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).
JOINDER AGREEMENTJoinder Agreement • March 9th, 2023 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of September 28, 2022 by JPMorgan Chase Bank, N.A. (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND AMENDED AND RESTATED FACILITY AGREEMENTFacility Agreement • March 15th, 2022 • North Haven Private Income Fund LLC
This Second Amended and Restated Facility Agreement (this “Agreement”), dated as of December 29, 2021 (the “Effective Date”), is entered into by and among BROADWAY FUNDING HOLDINGS LLC, a Delaware limited liability company (the “Seller”), Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Parent”), and North Haven Private Income Fund LLC (f/k/a MORGAN STANLEY PRIVATE INCOME FUND LLC), a Delaware limited liability company (the “Purchaser”).
North Haven Private Income Fund LLCNorth Haven Private Income Fund LLC • January 21st, 2022 • Delaware
Please check the list below prior to submitting the subscription documents to be sure that all required documents have been completed and executed.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGAN STANLEY PRIVATE INCOME FUND LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This FIRST AMENDMENT (the “Amendment”), dated as of November 3, 2021, to the First Amended and Restated Limited Liability Company Agreement of Morgan Stanley Private Income Fund LLC, dated as of October 26, 2021 (the “Existing Agreement”), of Morgan Stanley Private Income Fund LLC (the “Company”) is entered into by MS Credit Partners Holdings Inc., a Delaware corporation, the sole member of the Company (the “Initial Member”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this [●] day of [●], 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company,” which term shall include, where appropriate, any Entity controlled directly or indirectly by the Company), and [●] (the “Indemnitee”).
FIRST AMENDMENT TO THE EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • March 15th, 2022 • North Haven Private Income Fund LLC • New York
This first amendment to the Expense Support and Conditional Reimbursement Agreement (this “Amendment”) is made this 15th day of March, 2022, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”).
JOINDER AGREEMENTJoinder Agreement • March 15th, 2022 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of February 8, 2022 by MUFG BANK, LTD. (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
First Amended and Restated Limited Liability Company AgreementLiability Company Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This First Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Morgan Stanley Private Income Fund LLC (the “Company”) is entered into as of October 26, 2021 by MS Credit Partners Holdings Inc., a Delaware corporation (the “Initial Member”), as its sole member.
JOINDER AGREEMENTJoinder Agreement • March 9th, 2023 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of July 8, 2022 by BNP PARIBAS (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Expense Support and Conditional Reimbursement Agreement (this “Agreement”) is made this 30th day of November, 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”), effective as of the 4th day of November, 2021.
JOINDER AGREEMENTJoinder Agreement • March 15th, 2022 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of February 4, 2022 by STATE STREET BANK AND TRUST COMPANY (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
JOINDER AGREEMENTJoinder Agreement • March 9th, 2023 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of July 8, 2022 by APPLE BANK FOR SAVINGS (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
NORTH HAVEN PRIVATE INCOME FUND LLC 8.84% Series B Senior Notes, Tranche A, due August 10, 2026 8.88% Series B Senior Notes, Tranche B, due August 10, 2028 Master Note Purchase Agreement Dated August 10, 2023Master Note Purchase Agreement • August 11th, 2023 • North Haven Private Income Fund LLC • New York
North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), agrees with each of the Purchasers as follows:
Placement Agency AgreementPlacement Agency Agreement • March 15th, 2022 • North Haven Private Income Fund LLC • New York
This Placement Agency Agreement (the “Agreement”) entered into as of the 9th day of November, 2021 is made by and among North Haven Private Income Fund LLC (the “Fund”), and Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI”).
NORTH HAVEN PRIVATE INCOME FUND LLC 8.10% Series A Senior Notes, Tranche A, due March 16, 2026 8.13% Series A Senior Notes, Tranche B, due March 16, 2028 Master Note Purchase Agreement Dated March 16, 2023Purchase Agreement • March 17th, 2023 • North Haven Private Income Fund LLC • New York
North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), agrees with each of the Purchasers as follows:
JOINDER AGREEMENTJoinder Agreement • March 15th, 2022 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of February 4, 2022 by SUMITOMO MITSUI BANKING CORPORATION (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
North Haven Private Income Fund LLC First Supplement to Master Note Purchase Agreement Dated as of December 1, 2023Purchase Agreement • December 5th, 2023 • North Haven Private Income Fund LLC
This First Supplement to Master Note Purchase Agreement (the “First Supplement”) is between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).
INVESTMENT SUB-ADVISORY AGREEMENT Between MS CAPITAL PARTNERS ADVISER, INC. and EATON VANCE MANAGEMENT for NORTH HAVEN PRIVATE INCOME FUND LLCInvestment Sub-Advisory Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Massachusetts
AGREEMENT made this as of 13th day of January, 2022, between MS Capital Partners Adviser, Inc., a Delaware corporation (the “Adviser”), and Eaton Vance Management, a Massachusetts business trust (the “Sub-Adviser”).
AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • August 9th, 2023 • North Haven Private Income Fund LLC • New York
This AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of August 1, 2023 (this “Amendment”), is made with respect to the Senior Secured Revolving Credit Agreement, dated as of February 1, 2022 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of February 4, 2022, that certain Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of July 7, 2022, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among NORTH HAVEN PRIVATE INCOME FUND LLC, a Delaware limited liability company (the “Borrower”), the lenders and issuing banks from time to time party thereto (the “Lenders”), and ING CAPITAL LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as joint lead arranger and sole book runner. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreeme
LOAN AND SECURITY AGREEMENT Dated as of September 12, 2023 among PIF FINANCING II SPV LLC, as the Borrower NORTH HAVEN PRIVATE INCOME FUND LLC, as the Servicer NORTH HAVEN PRIVATE INCOME FUND LLC, as the Equityholder NORTH HAVEN PRIVATE INCOME FUND...Loan and Security Agreement • September 15th, 2023 • North Haven Private Income Fund LLC
Attention: Fred Willshire State Street Alternative Investment Solutions Re: Master Custodian Agreement – New FundNorth Haven Private Income Fund LLC • January 21st, 2022
Reference is made to that certain Master Custodian Agreement by and between State Street Bank and Trust Company (the “Custodian”) and, initially, Morgan Stanley Direct Lending Fund, dated as of November 26, 2019, as may be amended, restated, modified or supplemented from time to time, (the “Custody Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Custody Agreement.
