Fidelity Private Credit Co LLC Sample Contracts

ADMINISTRATION AGREEMENT BETWEEN FIDELITY PRIVATE CREDIT CENTRAL FUND LLC AND FIDELITY DIVERSIFYING SOLUTIONS LLC
Administration Agreement • June 9th, 2023 • Fidelity Private Credit Central Fund LLC • Massachusetts

This Agreement (“Agreement”) is made as of May 10, 2023 by and between Fidelity Private Credit Central Fund LLC, a Delaware limited liability company (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Administrator”).

Fidelity Private Credit Company LLC Second Amended and Restated Limited Liability Company Agreement Dated as of March 19, 2025
Limited Liability Company Agreement • March 19th, 2025 • Fidelity Private Credit Co LLC • Delaware

This Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Fidelity Private Credit Company LLC (the “Fund”) is entered into as of March 19, 2025 by and among those Persons who have entered into Subscription Agreements with the Fund and admitted as members of the Fund (the “Members”).

Senior Secured Revolving Credit Agreement dated as of June 16, 2025 among FIDELITY PRIVATE CREDIT COMPANY LLC as Borrower The Lenders and Issuing Banks Party Hereto and truist bank as Administrative Agent ING CAPITAL LLC as Valuation Agent TRUIST...
Senior Secured Revolving Credit Agreement • June 18th, 2025 • Fidelity Private Credit Co LLC • New York

Senior Secured Revolving Credit Agreement dated as of June 16, 2025 (this “Agreement”), among FIDELITY PRIVATE CREDIT COMPANY LLC (the “Borrower”), the Lenders and ISSUING BANKS party hereto, TRUIST BANK, as Administrative Agent, and ING CAPITAL LLC, as Valuation Agent

Amended & restated EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • March 22nd, 2024 • Fidelity Private Credit Co LLC

This Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) entered into March 11, 2024, by and between Fidelity Private Credit Company LLC (f/k/a Fidelity Private Credit Central Fund LLC), a Delaware limited liability company (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Adviser”).

AGREEMENT AND PLAN OF MERGER by and among FIDELITY PRIVATE CREDIT COMPANY LLC, FIDELITY PRIVATE CREDIT COMPANY II LLC, and Fidelity Diversifying Solutions LLC Dated as of March 25, 2026
Merger Agreement • March 27th, 2026 • Fidelity Private Credit Co LLC • Delaware

This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Fidelity Private Credit Company II LLC (the “Fund”) is entered into as of March 18, 2026 by and among those Persons who have entered into Subscription Agreements with the Fund and admitted as members of the Fund (the “Members”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • June 9th, 2023 • Fidelity Private Credit Central Fund LLC

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 10th day of May, 2023, by and between Fidelity Private Credit Central Fund LLC, a Delaware limited liability company (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Adviser”).

Fidelity Private Credit Central Fund LLC Limited Liability Company Agreement Dated as of January 31, 2023
Limited Liability Company Agreement • June 9th, 2023 • Fidelity Private Credit Central Fund LLC • Delaware

This Limited Liability Company Agreement (the “Agreement”) of Fidelity Private Credit Central Fund LLC (the “Fund”) is entered into as of January 31, 2023 by the entities listed in Exhibit A to this Agreement (the “Members”).

Second Amendment to Loan and Security Agreement
Loan and Security Agreement • June 9th, 2023 • Fidelity Private Credit Central Fund LLC
Fidelity Diversifying Solutions LLC
Expense Support and Conditional Reimbursement Agreement • June 9th, 2023 • Fidelity Private Credit Central Fund LLC

Reference is made to the Expense Support and Conditional Reimbursement Agreement dated May 10, 2023, as amended, restated and/or supplemented from time to time (the “Expense Reimbursement Agreement”), between Fidelity Private Credit Central Fund LLC (the “Fund”), a Delaware limited liability company that is organized as a non-diversified closed-end management investment company and that will elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (“1940 Act”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (“FDS”). Effective from Fund inception until such time as revoked by FDS, FDS hereby agrees to waive its right to receive any Reimbursement Payment under the Expense Reimbursement Agreement for any Excess Operating Funds incurred in any month prior to such revocation. Any such amounts shall not be considered unreimbursed Expense Payments reimbursable in future months pursuant to the terms of the Expen

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 9th, 2023 • Fidelity Private Credit Central Fund LLC • Massachusetts

This Investment Advisory Agreement, dated as of May 10, 2023, is made by and between Fidelity Private Credit Central Fund LLC, a Delaware limited liability company (herein referred to as the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).

LIMITED CONSENT AND FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
Senior Secured Revolving Credit Agreement • March 27th, 2026 • Fidelity Private Credit Co LLC • New York

This LIMITED CONSENT AND FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of March 24, 2026 (this “Consent and Amendment”), is entered into among FIDELITY PRIVATE CREDIT COMPANY LLC (the “Borrower”), solely with respect to Section 5.10 herein, the SUBSIDIARY GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and TRUIST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”).

RESPONSE TO NOTICE OF COMMITMENT INCREASE REQUEST
Senior Secured Revolving Credit Agreement • December 1st, 2025 • Fidelity Private Credit Co LLC
RESPONSE TO NOTICE OF COMMITMENT INCREASE REQUEST
Senior Secured Revolving Credit Agreement • August 26th, 2025 • Fidelity Private Credit Co LLC
PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 15th, 2024 • Fidelity Private Credit Co LLC

This agreement (the "Agreement"), effective as of March 11, 2024, confirms the understanding concerning the provision of placement agent services by Fidelity Distributors Company LLC (“FDC”) for certain investment funds that are sold in private placements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) or Regulation D (or any successors thereto) thereunder and managed by Fidelity Diversifying Solutions (the “Adviser”) as set forth in Schedule A to this Agreement (each a “Fund” and collectively the “Funds”), as follows: