Stepstone Private Credit Fund LLC Sample Contracts
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of October 31, 2024 (the “Amendment Date”), among STEPSTONE SPV FACILITY III LLC, a Delaware limited liability company, as the borrower (the “Borrower”), STEPSTONE PRIVATE...Loan and Security Agreement • November 1st, 2024 • Stepstone Private Credit Fund LLC • New York
THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of December 1, 2023, by and among:
CUSTODY AGREEMENT Dated March 29, 2023 Between UMB BANK, N.A. and STEPSTONE PRIVATE CREDIT FUND LLC CUSTODY AGREEMENTCustody Agreement • April 19th, 2023 • Stepstone Private Credit Fund LLC
This agreement made as of the date first set forth above (the “Agreement”) between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”) and StepStone Private Credit Fund LLC, a Delaware limited liability company, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • January 17th, 2025 • Stepstone Private Credit Fund LLC • New York
This Agreement, dated as of January 15, 2025 (as amended from time to time, this “Agreement”), is entered into by and between StepStone CLO 2024-I LLC, a limited liability company formed under the laws of the state of Delaware (together with successors and assigns permitted hereunder, the “Issuer”), and StepStone Private Credit Fund LLC, a Delaware limited liability company, as collateral manager (in such capacity, the “Collateral Manager”).
CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And STEPSTONE PRIVATE CREDIT FUND LLCCustody Agreement • February 17th, 2023 • Stepstone Private Credit Fund LLC
This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and STEPSTONE PRIVATE CREDIT FUND LLC, a Delaware limited liability company (“Customer”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.
INDENTURE by and between StepStone CLO 2024-I LLC, Issuer and UMB Bank, National Association, Trustee Dated as of January 15, 2025Indenture • January 17th, 2025 • Stepstone Private Credit Fund LLC • New York
INDENTURE, dated as of January 15, 2025, between StepStone CLO 2024-I LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”) and UMB Bank, National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
LOAN AND SERVICING AGREEMENT among STEPSTONE PRIVATE CREDIT FUND LLC, as Holdings, SPV FACILITY I LLC, as the Borrower, MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and MASSMUTUAL ASCEND LIFE INSURANCE COMPANY, each as an Initial Lender the other...Loan and Servicing Agreement • April 19th, 2023 • Stepstone Private Credit Fund LLC • New York
The Lenders have agreed, on the terms and conditions set forth herein, to provide a senior secured revolving loan facility that provides for Advances during the Commitment Period in the amounts and in accordance with the terms set forth herein.
AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • March 28th, 2025 • Stepstone Private Credit Fund LLC • New York
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made as of this 25th day of March, 2025 (the “Effective Date”), between StepStone Private Credit Fund LLC, a Delaware limited liability company (the “Fund”), and StepStone Group Private Debt LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 19th, 2023 • Stepstone Private Credit Fund LLC • New York
AGREEMENT made and effective as of this 3rd day of April, 2023 (the “Effective Date”) by and between StepStone Private Credit Fund LLC, a Delaware limited liability company (the “Fund”), and StepStone Group Private Debt LLC, a Delaware limited liability company (the “Adviser”).
STEPSTONE PRIVATE CREDIT FUND LLC SUBSCRIPTION AGREEMENT CONFIDENTIALSubscription Agreement • May 23rd, 2023 • Stepstone Private Credit Fund LLC • Delaware
● to comply with legal and regulatory obligations applicable to the Notice Recipient, StepStone or its managed or advised funds, separately managed accounts, advisory engagements or any related business relationship with the Notice Recipient from time to time, including applicable anti-money laundering and counter terrorist financing legislation, investor qualification legislation and tax legislation.
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 19th, 2023 • Stepstone Private Credit Fund LLC • New York
AGREEMENT made as of the 3rd day of April, 2023 (the “Effective Date”), by and among StepStone Group Private Debt LLC, a Delaware limited liability company (the “Adviser”), StepStone Group Europe Alternative Investments Limited, an Irish private limited company (the “Sub-Adviser”), and StepStone Private Credit Fund LLC, a Delaware limited liability company (the “Fund”).
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • September 17th, 2025 • Stepstone Private Credit Fund LLC • New York
This Agreement, dated as of September 17, 2025 (as amended from time to time, this “Agreement”), is entered into by and between StepStone CLO 2025-I LLC, a limited liability company formed under the laws of the state of Delaware (together with successors and assigns permitted hereunder, the “Issuer”), and StepStone Private Credit Fund LLC, a Delaware limited liability company, as collateral manager (in such capacity, the “Collateral Manager”).
INDENTURE by and between STEPSTONE CLO 2025-I LLC, Issuer and UMB BANK, NATIONAL ASSOCIATION, Trustee Dated as of September 17, 2025Indenture • September 17th, 2025 • Stepstone Private Credit Fund LLC • New York
INDENTURE, dated as of September 17, 2025, between STEPSTONE CLO 2025-I LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”) and UMB Bank, National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
AMENDMENT NO. 1 TO Loan and SeCURITY Agreement (this “Amendment”), dated as of July 3, 2023 (the “Amendment Date”), among Stepstone Great Lakes SPV Facility II LLC, a Delaware limited liability company, as borrower (the “Borrower”), StepStone Private...Loan and Security Agreement • July 3rd, 2023 • Stepstone Private Credit Fund LLC • New York
WHEREAS, the Borrower, SSG, the Agent and the Lenders are party to that certain Loan and Security Agreement, dated as of May 1, 2023 (as the same may be amended, modified or supplemented prior to the Amendment Date in accordance with the terms thereof, the “Loan and Security Agreement”), by and among the Borrower, SSG, each of the lenders from time to time party thereto (the “Lenders”) and the Agent; and
MASTER PARTICIPATION AGREEMENT FOR PAR/NEAR PAR TRADES TRANSACTION SPECIFIC TERMSMaster Participation Agreement • January 17th, 2025 • Stepstone Private Credit Fund LLC
SOURCING AND SERVICING AGREEMENTSourcing and Servicing Agreement • May 5th, 2023 • Stepstone Private Credit Fund LLC • New York
This SOURCING AND SERVICING AGREEMENT (this “Agreement”) is dated as of May 1, 2023 and is by and among BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, in its capacity as seller under the BMO Master Participation Agreement (as defined below) (in such capacity, “Seller” and in its individual capacity, “BMO”), STEPSTONE GREAT LAKES SPV FACILITY II LLC, a Delaware limited liability company, as purchaser under the BMO Master Participation Agreement (“Purchaser”) and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, in its capacity as the servicer hereunder (in such capacity, the “Servicer” and, together with Seller and Purchaser, the “Parties”).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of February 27, 2025 (the “Amendment Date”), among STEPSTONE SPV FACILITY III LLC, a Delaware limited liability company, as the borrower (the “Borrower”), STEPSTONE PRIVATE...Loan and Security Agreement • February 28th, 2025 • Stepstone Private Credit Fund LLC • New York
THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of December 1, 2023, by and among:
SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • March 27th, 2026 • Stepstone Private Credit Fund LLC • New York
THIS SECOND AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made as of March 24, 2026, to be effective as of April 1, 2026 (the “Effective Date”), between StepStone Private Credit Fund LLC, a Delaware limited liability company (the “Fund”), and StepStone Group Private Debt LLC, a Delaware limited liability company (the “Administrator”).
StepStone Group Private Debt LLC New York, NY 10017Expense Limitation and Reimbursement Agreement • November 13th, 2023 • Stepstone Private Credit Fund LLC
WHEREAS, StepStone Group Private Debt LLC (the “Advisor”) and StepStone Private Credit Fund LLC (the “Company”) entered into that certain Expense Limitation and Reimbursement Agreement, dated as of April 3, 2023 (the “Original Expense Limitation Agreement”); and
StepStone Group Private Debt LLCSecond Extension of Limitation Period Under Amended and Restated Expense Limitation and Reimbursement Agreement • March 28th, 2025 • Stepstone Private Credit Fund LLC • New York
This Letter Agreement (this “Agreement”), entered into by and between StepStone Group Private Debt LLC (the “Advisor”) and StepStone Private Credit Fund LLC (the “Company”), relates to that certain Amended and Restated Expense Limitation and Reimbursement Agreement, dated November 8, 2023, by and between the Advisor and the Company (the “Expense Limitation Agreement”). Capitalized terms used herein shall have the same meanings herein as defined in the Expense Limitation Agreement, unless otherwise defined or modified herein.
ContractLoan and Security Agreement • May 16th, 2025 • Stepstone Private Credit Fund LLC • New York
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of May 14, 2025 (the “Amendment Date”), among STEPSTONE SPV FACILITY III LLC, a Delaware limited liability company, as the borrower (the “Borrower”), STEPSTONE PRIVATE CREDIT FUND LLC, a Delaware limited liability company, as the equityholder (the “Equityholder”), STEPSTONE PRIVATE CREDIT FUND LLC, a Delaware limited liability company, as the Collateral Manager (in such capacity, the “Collateral Manager”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”) and each the financial institutions and other entities identified as “Lenders” on the signature pages hereof (the “Lenders”).
ContractLoan and Security Agreement • November 13th, 2025 • Stepstone Private Credit Fund LLC • New York
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of September 29, 2025 (the “Amendment Date”), among STEPSTONE SPV FACILITY III LLC, a Delaware limited liability company, as the borrower (the “Borrower”), STEPSTONE PRIVATE CREDIT FUND LLC, a Delaware limited liability company, as the equityholder (the “Equityholder”), STEPSTONE PRIVATE CREDIT FUND LLC, a Delaware limited liability company, as the Collateral Manager (in such capacity, the “Collateral Manager”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”), each the financial institutions and other entities identified as “Lenders” on the signature pages hereof (the “Lenders”) and UMB BANK, NATIONAL ASSOCIATION, as the collateral agent (the “Collateral Agent”).
STEPSTONE PRIVATE CREDIT FUND LLC Limited Liability Company Agreement Dated as of October 18, 2022Limited Liability Company Agreement • December 30th, 2022 • Stepstone Private Credit Fund LLC • Delaware
This Limited Liability Company Agreement (the “Agreement”) of StepStone Private Credit Fund LLC (the “Fund”) is entered into as of October 18, 2022 by StepStone Group Private Debt LLC, a Delaware limited liability company (the “Initial Member”), as its initial sole member.
StepStone Group Private Debt LLC 450 Lexington Avenue, 31st Floor New York, NY 10017Expense Limitation and Reimbursement Agreement • February 17th, 2023 • Stepstone Private Credit Fund LLC
StepStone Group Private Debt LLC (the “Advisor”) hereby confirms its agreement as follows in respect of StepStone Private Credit Fund LLC (the “Company”):
LOAN AND SECURITY AGREEMENT Dated as of May 1, 2023 among STEPSTONE GREAT LAKES SPV FACILITY II LLC, as the Borrower STEPSTONE PRIVATE CREDIT FUND LLC, as the Fund and as the Manager BANK OF MONTREAL, a Canadian chartered bank acting through is...Loan and Security Agreement • May 5th, 2023 • Stepstone Private Credit Fund LLC • New York
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible Loan Assets (as defined below);
PARTICIPATION and assignment AGREEMENTParticipation and Assignment Agreement • April 19th, 2023 • Stepstone Private Credit Fund LLC • New York
Reference is hereby made to that certain Loan and Servicing Agreement, dated as of April 3, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Buyer, as borrower, StepStone Private Credit Fund LLC, as holdings, the lenders from time to time party thereto and Massachusetts Mutual Life Insurance Company, as administrative agent (in such capacity, the “Administrative Agent”) and facility servicer.
STEPSTONE CLO 2025-I LLC PURCHASE AGREEMENTPurchase Agreement • August 25th, 2025 • Stepstone Private Credit Fund LLC • New York
StepStone Group Private Debt LLC 450 Lexington Avenue, 31st Floor New York, NY 10017Expense Limitation and Reimbursement Agreement • April 19th, 2023 • Stepstone Private Credit Fund LLC
StepStone Group Private Debt LLC (the “Advisor”) hereby confirms its agreement as follows in respect of StepStone Private Credit Fund LLC (the “Company”):
ARTICLE II Amendments to Loan and Security AgreementLoan and Security Agreement • June 25th, 2025 • Stepstone Private Credit Fund LLC • New York
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible Loan Assets (as defined below);
StepStone Group Private Debt LLC 277 Park Avenue, 44th Floor New York, New York 10172Expense Limitation and Reimbursement Agreement • March 15th, 2024 • Stepstone Private Credit Fund LLC
This Letter Agreement (this “Agreement”), entered into by and between StepStone Group Private Debt LLC (the “Advisor”) and StepStone Private Credit Fund LLC (the “Company”), relates to that certain Amended and Restated Expense Limitation and Reimbursement Agreement, dated November 8, 2023, by and between the Advisor and the Company (the “Expense Limitation Agreement”). Capitalized terms used herein shall have the same meanings herein as defined in the Expense Limitation Agreement, unless otherwise defined or modified herein.
FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • September 29th, 2023 • Stepstone Private Credit Fund LLC
This First Amendment to Loan and Servicing Agreement, dated as of September 26, 2023 (the “First Amendment”), is entered into among SPV FACILITY I LLC, a Delaware limited liability company (the “Borrower”), STEPSTONE PRIVATE CREDIT FUND LLC, a Delaware limited liability company (“Holdings”), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and MASSMUTUAL ASCEND LIFE INSURANCE COMPANY, as the Initial Lenders (collectively, the “First Amendment Lenders”) and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as the administrative agent (the “Administrative Agent”).
MASTER LOAN SALE AGREEMENT by and between STEPSTONE PRIVATE CREDIT FUND LLC, as the Seller, and STEPSTONE CLO 2025-I LLC, as the Issuer Dated as of September 17, 2025Master Loan Sale Agreement • September 17th, 2025 • Stepstone Private Credit Fund LLC • New York
THIS MASTER LOAN SALE AGREEMENT, dated as of September 17, 2025 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and between StepStone Private Credit Fund LLC., a Delaware limited company (together with its successors and assigns in such capacity, the “Seller”), and StepStone CLO 2025-I LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).
GSTEPSTONE CLO 2024-I LLC PURCHASE AGREEMENTPurchase Agreement • December 20th, 2024 • Stepstone Private Credit Fund LLC • New York
MASTER PARTICIPATION AGREEMENT FOR PAR/NEAR PAR TRADES TRANSACTION SPECIFIC TERMSMaster Participation Agreement • September 17th, 2025 • Stepstone Private Credit Fund LLC
MASTER LOAN SALE AGREEMENT by and between STEPSTONE PRIVATE CREDIT FUND LLC, as the Seller, and StepStone CLO 2024-I LLC, as the IssuerMaster Loan Sale Agreement • January 17th, 2025 • Stepstone Private Credit Fund LLC • New York
THIS MASTER LOAN SALE AGREEMENT, dated as of January 15, 2025 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and StepStone Private Credit Fund LLC., a Delaware limited company (together with its successors and assigns in such capacity, the “Seller”), and StepStone CLO 2024-I LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).
MASTER PARTICIPATION AGREEMENTMaster Participation Agreement • May 5th, 2023 • Stepstone Private Credit Fund LLC • New York
MASTER PARTICIPATION AGREEMENT, dated May 1, 2023 (as it may be amended, modified or supplemented from time to time, this “Agreement”), between BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (solely in its respective individual capacity, “BMO”, and, with respect to each Participation Interest, in its capacity as a Lender and not as an Agent under each applicable Loan, “Seller”), and STEPSTONE GREAT LAKES SPV FACILITY II LLC, a limited liability company organized under the laws of the State of Delaware (“Participant”).