Bain Capital Private Credit Sample Contracts
CUSTODY AGREEMENT by and between Bain Capital PRIVATE CREDIT (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)Custody Agreement • December 20th, 2022 • Bain Capital Private Credit • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as the last date written on the signature page below and is by and between Bain Capital Private Credit (and any successor or permitted assign), a Delaware statutory trust, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2024 • Bain Capital Private Credit • New York
Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 3rd, 2023 • Bain Capital Private Credit • Delaware
This Investment Advisory Agreement, dated and effective as of September 28, 2023, is made by and between Bain Capital Private Credit, a Delaware statutory trust (herein referred to as the “Fund”), and BCPC Advisors, LP, a Delaware limited partnership (herein referred to as the “Adviser” or “BCPC Advisors”) (this “Agreement”).
MANAGING DEALER AGREEMENTManaging Dealer Agreement • December 20th, 2022 • Bain Capital Private Credit • New York
This Managing Dealer Agreement (this “Agreement”) is entered into by and between Bain Capital Private Credit, a Delaware statutory trust (the “Company”), and Emerson Equity LLC (the “Managing Dealer”).
ADMINISTRATION AGREEMENTAdministration Agreement • October 3rd, 2023 • Bain Capital Private Credit • Delaware
AGREEMENT (this “Agreement”) made as of this 28th day of September, 2023, by and between Bain Capital Private Credit, a Delaware statutory trust (hereinafter referred to as the “Company”), and BCPC Advisors, LP, a Delaware limited partnership (the “Administrator”).
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 29, 2023 among BAIN CAPITAL PRIVATE CREDIT as Borrower the LENDERS and ISSUING BANKS party hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI BANKING...Senior Secured Revolving Credit Agreement • March 27th, 2024 • Bain Capital Private Credit • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 29, 2023 (this “Agreement”), among BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (as defined below).
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 29, 2023 among BAIN CAPITAL PRIVATE CREDIT as Borrower the LENDERS and ISSUING BANKS party hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI BANKING...Revolving Credit Agreement • January 4th, 2024 • Bain Capital Private Credit • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 29, 2023 (this “Agreement”), among BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (as defined below).
Amended and Restated EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • November 14th, 2024 • Bain Capital Private Credit
This Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 1st day of November, 2024, by and between BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Fund”), and BCPC ADVISORS, LP, a Delaware limited partnership (the “Adviser”).
BAIN CAPITAL SENIOR LOAN PROGRAM II, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 14th, 2025 • Bain Capital Private Credit • Delaware
This Amended and Restated Limited Liability Company Agreement, dated as of December 27, 2024 (the “Effective Date”) (as amended from time to time, this “Agreement”), of Bain Capital Senior Loan Program II, LLC, a Delaware limited liability company (the “Company”), is entered into by and among the members of the Company from time to time (each, a “Member,” and collectively, the “Members”).
SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • December 23rd, 2024 • Bain Capital Private Credit • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 29, 2023 (this “Agreement”), among BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (as defined below).
FORM OF SELECTED INTERMEDIARY AGREEMENTSelected Intermediary Agreement • December 20th, 2022 • Bain Capital Private Credit • New York
Emerson Equity LLC, as the managing dealer (“Managing Dealer”) for Bain Capital Private Credit (the “Company”), a Delaware statutory trust, invites you (the “Broker”) to participate in the distribution of common shares of beneficial interest, $0.01 par value per share, of the Company (“Common Shares”) subject to the following terms:
Goldman Sachs Bank USA, as Administrative Agent and Lender c/o Goldman, Sachs & Co.Credit Agreement • November 5th, 2024 • Bain Capital Private Credit • New York
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • December 20th, 2022 • Bain Capital Private Credit • New York
THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and among BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Fund ”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
COMMITMENT INCREASE SUPPLEMENTCommitment Increase Supplement • August 14th, 2025 • Bain Capital Private Credit
We refer to (a) that certain Senior Secured Revolving Credit Agreement, dated as of December 29, 2023 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of November 13, 2024, and that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of December 18, 2024, and as further amended, restated, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used in this Response Letter (as defined below) and not otherwise defined have the meanings for such terms set forth in the Credit Agreement), by and among the Company, the Lenders and Issuing Banks from time to time party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request, dated as of July 18, 2025, provided by the Company to the Administrative Agent (the “Notice”).
COMMITMENT INCREASE SUPPLEMENTCommitment Increase Supplement • August 14th, 2024 • Bain Capital Private Credit
LOAN ADMINISTRATION AND CUSTODIAL AGREEMENTLoan Administration and Custodial Agreement • October 3rd, 2023 • Bain Capital Private Credit • New York
THIS LOAN ADMINISTRATION AND CUSTODIAL AGREEMENT (the “Agreement”), dated as of September 28, 2023, between BAIN CAPITAL PRIVATE CREDIT (the “Owner”) and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as Custodian and Loan Administrator (together with its permitted successors and assigns, in such capacities, the “Custodian”).
BAIN CAPITAL PRIVATE CREDIT SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2022 • Bain Capital Private Credit
This Subscription Agreement is entered into this 12th day of July, 2022 by and between Bain Capital Private Credit, a Delaware statutory trust (the “Company”), and BCSF Advisors, LP (the “Subscriber”);
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • December 20th, 2022 • Bain Capital Private Credit • New York
THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between BCSF ADVISORS, LP a a Delaware limited partnership (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
ESCROW AGREEMENTEscrow Agreement • December 20th, 2022 • Bain Capital Private Credit • Massachusetts
THIS AGREEMENT (this “Agreement”) is entered into effective as of December 12, 2022, by and between Bain Capital Private Credit (the “Issuer”), Emerson Equity LLC (the “Placement Agent”) and U.S. Bank National Association (the “Escrow Agent”), a national banking association.
Services AgreementServices Agreement • October 3rd, 2023 • Bain Capital Private Credit • New York
This Services Agreement (including all Schedules hereto, the “Agreement”) is entered into and effective as of September 29, 2023 (the “Effective Date”) by and among:
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2024 • Bain Capital Private Credit
This First Amendment to the Loan and Security Agreement (this “Amendment”), dated as of December 13, 2024, is entered into among BCPC II- J, LLC (the “Company”), a Delaware limited liability company, as borrower; the Financing Providers party hereto; DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as collateral agent (in such capacity, the “Collateral Agent”); DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”); DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”); JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers (in such capacity, the “Administrative Agent”) and BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust, as servicer (in such capacity, the “Servicer”). Reference is hereby made to the Loan and Security Agreement, dated as of August 21, 2024 (as amended or modified f
FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • March 14th, 2025 • Bain Capital Private Credit • New York
THIS FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of November 13, 2024 and made effective as of September 27, 2024 (the “First Amendment Effective Date”), is entered into among BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Borrower”), the LENDERS party hereto and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as Administrative Agent (in such capacity, the “Administrative Agent”).
Bain Capital Private Credit Subscription AgreementSubscription Agreement • November 14th, 2024 • Bain Capital Private Credit
Goldman Sachs Bank USA, as Administrative Agent and Lender c/o Goldman, Sachs & Co.Credit Agreement • November 14th, 2024 • Bain Capital Private Credit • New York
FORM OF AMENDED AND RESTATED DECLARATION OF TRUST OF BAIN CAPITAL PRIVATE CREDITDeclaration of Trust • May 3rd, 2022 • Bain Capital Private Credit • Delaware
SUB-ADMINISTRATION SERVICING AGREEMENTSub-Administration Servicing Agreement • May 29th, 2025 • Bain Capital Private Credit • New York
THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between BCPC ADVISORS, LP, a Delaware limited partnership (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • May 29th, 2025 • Bain Capital Private Credit • New York
THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between BCPC ADVISORS, LP a Delaware limited partnership (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
COMMITMENT INCREASE SUPPLEMENTCommitment Increase Supplement • August 14th, 2025 • Bain Capital Private Credit
We refer to (a) that certain Senior Secured Revolving Credit Agreement, dated as of December 29, 2023 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of November 13, 2024, and that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of December 18, 2024, and as further amended, restated, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used in this Response Letter (as defined below) and not otherwise defined have the meanings for such terms set forth in the Credit Agreement), by and among the Company, the Lenders and Issuing Banks from time to time party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request, dated as of May 19, 2025, provided by the Company to the Administrative Agent (the “Notice”).