BlackRock Private Credit Fund Sample Contracts
BlackRock Private Credit Fund $70,000,000 7.14% Series 2024A Senior Notes, Tranche A, due November 18, 2027 $55,000,000 7.33% Series 2024A Senior Notes, Tranche B, due January 22, 2030 Master Note Purchase Agreement Dated November 18, 2024Master Note Purchase Agreement • November 18th, 2024 • BlackRock Private Credit Fund • New York
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 8th, 2025 • BlackRock Private Credit Fund • New York
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of May 2, 2025 (this “Amendment”), is entered into in connection with that certain First Amended and Restated Credit and Security Agreement, dated as of November 27, 2024 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), by and among BLACKROCK PRIVATE CREDIT FUND LEVERAGE I, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); the LENDERS from time to time party thereto (the “Lenders”); PNC BANK, NATIONAL ASSOCIATION, as facility agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Facility Agent”); and STATE STREET BANK AND TRUST COMPANY, as collateral agent for the Secured Parties and as custodian. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT dated as of February 27, 2024 BY AND BETWEEN BlackRock Private Credit Fund a Delaware statutory trust AND BlackRock Capital Investment Advisors, LLC a Delaware limited liability companyInvestment Advisory Agreement • November 6th, 2024 • BlackRock Private Credit Fund • New York
This Second Amended and Restated Investment Advisory Agreement (this “Agreement”), dated as of February 27, 2024 (the “Effective Date”), is made by and between BlackRock Private Credit Fund (the “Fund”), a Delaware statutory trust which has elected to be treated as a business development company under the Investment Company Act of 1940 (the “1940 Act”), and BlackRock Capital Investment Advisors, LLC (the “Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).
BLACKROCK PRIVATE CREDIT FUND FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of October 27, 2022Agreement and Declaration of Trust • November 2nd, 2022 • BlackRock Private Credit Fund • Delaware
FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 27th day of October 2022 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
DISTRIBUTION AGREEMENTDistribution Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York
THIS AGREEMENT is made as of May 31, 2022 by and between BlackRock Private Credit Fund, a Delaware statutory trust (the “Trust”), and BlackRock Investments, LLC, a Delaware limited liability company (the “Distributor”).
BROKER-DEALER AGREEMENTBroker-Dealer Agreement • April 14th, 2022 • BlackRock Private Credit Fund • New York
We understand that BlackRock Investments, LLC is the exclusive distributor (the “Distributor”) of the common shares of beneficial interest, par value $0.001 per share (the “Shares”), of BlackRock Private Credit Fund (the “Fund”), a non-diversified, non-traded, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). We desire to enter into an Agreement with the Distributor for the sale of the class(es) of Shares set forth on Appendix A that are now or hereafter available for sale to our customers.
SENIOR SECURED CREDIT AGREEMENT dated as of April 19, 2024 between BLACKROCK PRIVATE CREDIT FUND The LENDERS and ISSUING BANKS Party Hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI BANKING CORPORATION as Lead...Senior Secured Credit Agreement • April 25th, 2024 • BlackRock Private Credit Fund • New York
SENIOR SECURED CREDIT AGREEMENT dated as of April 19, 2024 (this “Agreement”), among BLACKROCK PRIVATE CREDIT FUND, a Delaware statutory trust (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
ADMINISTRATION AGREEMENTAdministration Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York
AGREEMENT (this “Agreement”) made as of May 31, 2022 by and between BlackRock Private Credit Fund, a Delaware statutory trust (hereinafter referred to as the “Fund”), and Blackrock Financial Management, Inc., a Delaware corporation (hereinafter referred to as the “Administrator”).
AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENTFee Waiver and Expense Support and Reimbursement Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York
AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of August 29, 2022, by and between BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and BlackRock Private Credit Fund, a Delaware statutory trust (the “Fund”).
AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENTSub-Investment Advisory Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York
AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT dated August 29, 2022, among BlackRock Private Credit Fund, a Delaware statutory trust (the “Fund”), BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and BlackRock Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).
SALE AND PARTICIPATION AGREEMENT between BLACKROCK PRIVATE CREDIT FUND as Seller and BLACKROCK PRIVATE CREDIT FUND LEVERAGE III, LLC as Purchaser Dated as of March 13, 2026Sale and Participation Agreement • March 19th, 2026 • BlackRock Private Credit Fund • New York
This SALE AND PARTICIPATION AGREEMENT, dated as of March 13, 2026 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLACKROCK PRIVATE CREDIT FUND, a Delaware statutory trust, as seller (in such capacity, the “Seller”) and BLACKROCK PRIVATE CREDIT FUND LEVERAGE III, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
BlackRock Private Credit Fund First Supplement to Master Note Purchase Agreement Dated as of October 8, 2025First Supplement to Master Note Purchase Agreement • October 8th, 2025 • BlackRock Private Credit Fund
This First Supplement to Master Note Purchase Agreement (the “Supplement” or “First Supplement”) is between BlackRock Private Credit Fund, a Delaware statutory trust (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).
SECOND AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENTFee Waiver and Expense Support and Reimbursement Agreement • April 27th, 2023 • BlackRock Private Credit Fund
SECOND AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of April 25, 2023, by and between BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and BlackRock Private Credit Fund, a Delaware statutory trust (the “Fund”).
RESPONSE TO NOTICE OF COMMITMENT INCREASE REQUESTSenior Secured Credit Agreement • November 8th, 2024 • BlackRock Private Credit Fund
FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • August 8th, 2025 • BlackRock Private Credit Fund • New York
Senior Secured Credit Agreement dated as of April 19, 2024 (this “Agreement”), among blackrock private credit fund, a Delaware statutory trust (the “Borrower”), the Lenders and ISSUING BANKS party hereto, and SUMITOMO MITSUI Banking corporation, as Administrative Agent.
MASTER PARTICIPATION AGREEMENT FOR PAR/NEAR PAR TRADESMaster Participation Agreement for Par/Near Par Trades • June 4th, 2025 • BlackRock Private Credit Fund
THIS MASTER PARTICIPATION AGREEMENT FOR PAR/NEAR PAR TRADES is dated as of the Agreement Date and entered into by and between Seller and Buyer to govern the purchase and sale of the Participations in the Loans, the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and agreements set forth in the LSTA Standard Terms and Conditions for Participations for Par/Near Par Trades, published as of March 7, 2025 (the “Standard Terms”). The Standard Terms and (if applicable) the Collateral Annex are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and elections set forth in the Transaction Summary and Sections A through H below. The Standard Terms, the Collateral Annex (if applicable) and the Transaction Specific Terms together constitute a single integrated Master Participation Agreement for Par/Near Par Trades governing the
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 18th, 2025 • BlackRock Private Credit Fund • New York
FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of November 27, 2024, by and among BLACKROCK PRIVATE CREDIT FUND LEVERAGE I, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); the LENDERS from time to time party hereto; PNC BANK, NATIONAL ASSOCIATION (“PNC”), as facility agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Facility Agent”); and STATE STREET BANK AND TRUST COMPANY, as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Collateral Agent”) and as custodian (in such capacity, the “Custodian”).
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • September 11th, 2023 • BlackRock Private Credit Fund
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT, dated as of September 8, 2023 (this “Amendment”), is entered into in connection with that certain Credit and Security Agreement, dated as of June 3, 2022 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), by and among BLACKROCK PRIVATE CREDIT FUND LEVERAGE I, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); the LENDERS from time to time party thereto (the “Lenders”); PNC BANK, NATIONAL ASSOCIATION, as facility agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Facility Agent”); and STATE STREET BANK AND TRUST COMPANY, as collateral agent for the Secured Parties and as custodian. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.
LOAN AGREEMENTLoan Agreement • June 4th, 2025 • BlackRock Private Credit Fund • New York
THIS LOAN AGREEMENT, dated as of May 28, 2025 (as amended, supplemented or otherwise modified in writing from time to time, this "Agreement"), by and among Société Générale, as Administrative Agent (in such capacity, the "Administrative Agent"), the Lenders party hereto, BlackRock Private Credit Fund Leverage II, LLC, a limited liability company formed under the laws of the State of Delaware, as borrower (the "Borrower"), BlackRock Private Credit Fund (the "Collateral Manager"), and each investor on Schedule D-1 (each, an "Investor", and together with any additional investors listed on Schedule D-2 as may be amended from time to time, collectively, the "Investors").
MASTER TRANSFER AGENCY AND SERVICE AGREEMENTMaster Transfer Agency and Service Agreement • April 14th, 2022 • BlackRock Private Credit Fund • New York
THIS AGREEMENT is made as of March 17, 2022, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and each BlackRock company listed on Schedule A hereto (each, the “Company”). All references in this Agreement to “the Company” are to each of the entities listed on Schedule A, individually, as if this Agreement were between the relevant individual Company and the Transfer Agent.
BLACKROCK PRIVATE CREDIT FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of March 16, 2022Agreement and Declaration of Trust • April 14th, 2022 • BlackRock Private Credit Fund • Delaware
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 16th day of March 2022 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
SECOND AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENTFee Waiver and Expense Support Agreement • April 28th, 2023 • BlackRock Private Credit Fund
SECOND AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of April 25, 2023, by and between BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and BlackRock Private Credit Fund, a Delaware statutory trust (the “Fund”).
AGREEMENT AND DECLARATION OF TRUSTTrust Agreement • January 6th, 2022 • BlackRock Private Credit Fund
AGREEMENT AND DECLARATION OF TRUST (this “Declaration of Trust”), dated as of December 22, 2021, is made by the individual trustee identified on the signature page hereto (the “Trustee”) and The Corporation Trust Company, as Delaware trustee (the “Delaware Trustee”). The Trustee and the Delaware Trustee hereby agree as follows:
FORM OF SUBSCRIPTION AGREEMENT NOT FOR EXECUTIONSubscription Agreement • April 14th, 2022 • BlackRock Private Credit Fund • Delaware
AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 19th, 2023 • BlackRock Private Credit Fund • New York
CREDIT AND SECURITY AGREEMENT, dated as of June 3, 2022, by and among BLACKROCK PRIVATE CREDIT FUND LEVERAGE I, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); the LENDERS from time to time party hereto; PNC BANK, NATIONAL ASSOCIATION (“PNC”), as facility agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Facility Agent”); and STATE STREET BANK AND TRUST COMPANY, as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Collateral Agent”) and as custodian (in such capacity, the “Custodian”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • August 26th, 2025 • BlackRock Private Credit Fund
This Expense Support and Conditional Reimbursement Agreement (this “Agreement”) is made this 26th day of August, 2025, by and between BLACKROCK PRIVATE CREDIT FUND, a Delaware statutory trust (the “Fund”), and BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).
WAREHOUSE COLLATERAL MANAGEMENT AGREEMENTWarehouse Collateral Management Agreement • June 4th, 2025 • BlackRock Private Credit Fund • New York
THIS WAREHOUSE COLLATERAL MANAGEMENT AGREEMENT, dated as of May 28, 2025 (together with all amendments, supplements and other modifications, if any, from time to time made hereto, this “Agreement”), between BLACKROCK PRIVATE CREDIT FUND LEVERAGE II, LLC, a limited liability company formed under the laws of the State of Delaware, (the “Borrower”), and BLACKROCK PRIVATE CREDIT FUND, a Delaware statutory trust (the “Collateral Manager”).
AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF BLACKROCK PRIVATE CREDIT FUNDAmendment No. 1 to the Fourth Amended and Restated Agreement and Declaration of Trust • August 1st, 2025 • BlackRock Private Credit Fund
This Amendment No. 1 (the “Amendment”) to the Fourth Amended and Restated Agreement and Declaration of Trust, dated October 27, 2022 (the “Declaration of Trust”), of BlackRock Private Credit Fund, a Delaware statutory trust (the “Trust”), has been approved by the Trustees as of July 31, 2025. Capitalized terms used but not defined herein shall have the meanings set forth in the Declaration of Trust.
AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • March 2nd, 2026 • BlackRock Private Credit Fund • New York
AGREEMENT (this "Agreement") made as of February 25, 2025, by and between BlackRock Private Credit Fund, a Delaware statutory trust (hereinafter referred to as the "Fund"), and BlackRock Financial Management, Inc., a Delaware corporation (hereinafter referred to as the "Administrator").
SUBSCRIPTION AGREEMENTSubscription Agreement • April 14th, 2022 • BlackRock Private Credit Fund
THIS SUBSCRIPTION AGREEMENT is entered into as of the [●] day of [●], 2022, between BlackRock Private Credit Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and BlackRock Financial Management, Inc., a corporation organized and existing under the laws of Delaware (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 30th, 2022 • BlackRock Private Credit Fund
THIS SUBSCRIPTION AGREEMENT is entered into as of the 18th day of March, 2022, between BlackRock Private Credit Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and BlackRock Financial Management, Inc., a corporation organized and existing under the laws of Delaware (the “Purchaser”).
RESPONSE TO NOTICE OF COMMITMENT INCREASE REQUESTSenior Secured Credit Agreement • December 10th, 2025 • BlackRock Private Credit Fund
AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • February 28th, 2025 • BlackRock Private Credit Fund • New York
AGREEMENT (this "Agreement") made as of February 25, 2025, by and between BlackRock Private Credit Fund, a Delaware statutory trust (hereinafter referred to as the "Fund"), and BlackRock Financial Management, Inc., a Delaware corporation (hereinafter referred to as the "Administrator").