Principal Credit Real Estate Income Trust Sample Contracts

CREDIT AGREEMENT
Credit Agreement • March 26th, 2025 • Principal Credit Real Estate Income Trust • Real estate investment trusts
MASTER REPURCHASE AGREEMENT Dated as of December 17, 2024 between GOLDMAN SACHS BANK USA, as Purchaser, and PCREDIT LEVERED A, LLC, as Seller
Master Repurchase Agreement • March 26th, 2025 • Principal Credit Real Estate Income Trust • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT, dated as of December 17, 2024 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between GOLDMAN SACHS BANK USA, a New York State member bank (including any successor thereto, “Purchaser”) and PCREDIT LEVERED A, LLC, a Delaware limited liability company (“Seller”).

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • July 26th, 2024 • Principal Credit Real Estate Income Trust • New York

Participating Broker-Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Trust allowing Participating Broker-Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Trust, the Dealer Manager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, b

GUARANTY
Guaranty • August 11th, 2025 • Principal Credit Real Estate Income Trust • Real estate investment trusts • New York

GUARANTY, dated as of June 27, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), made by PRINCIPAL CREDIT REAL ESTATE INCOME TRUST, a Maryland statutory trust (“Guarantor”), for the benefit of CITIBANK, N.A., a national banking association (“Buyer”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 26th, 2025 • Principal Credit Real Estate Income Trust • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of December 6, 2024, among PRINCIPAL CREDIT REAL ESTATE INCOME TRUST, a Maryland statutory trust (the “Parent Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders defined below, and the ACCEPTING LENDERS party hereto.

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • July 26th, 2024 • Principal Credit Real Estate Income Trust

Re: Subscription Agreement for the Purchase of Class A Common Shares of Beneficial Interest (this “Subscription Agreement”)

ADVISORY AGREEMENT AMONG PRINCIPAL CREDIT REAL ESTATE INCOME TRUST AND PRINCIPAL REAL ESTATE INVESTORS, LLC
Advisory Agreement • July 26th, 2024 • Principal Credit Real Estate Income Trust • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of July 19, 2024 (the “Effective Date”), is by and among Principal Credit Real Estate Income Trust, a Maryland statutory trust (the “Trust”), and Principal Real Estate Investors, LLC, a Delaware limited liability company (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 11th, 2025 • Principal Credit Real Estate Income Trust • Real estate investment trusts • New York
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 26th, 2026 • Principal Credit Real Estate Income Trust • Real estate investment trusts

This AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”), dated as of the 24th day of March, 2026, is by and between Principal Credit Real Estate Income Trust, a Maryland statutory trust (the “Trust”), and Principal Real Estate Investors, LLC, a Delaware limited liability company (the “Adviser”).

MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT Dated as of June 27, 2025 by and between PCREDIT LEVERED B, LLC, as Seller, and CITIBANK, N.A., as Buyer
Master Repurchase Agreement • August 11th, 2025 • Principal Credit Real Estate Income Trust • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT, dated as of June 27, 20 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between PCREDIT LEVERED B, LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (including any successor thereto and any other Person that shall become a party hereto pursuant to Article 18(b) hereof, “Buyer”).

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN PRINCIPAL CREDIT REAL ESTATE INCOME TRUST AND PRINCIPAL REAL ESTATE INVESTORS, LLC
Advisory Agreement • August 11th, 2025 • Principal Credit Real Estate Income Trust • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of August 8, 2025 (the “Effective Date”), is by and between Principal Credit Real Estate Income Trust, a Maryland statutory trust (the “Trust”), and Principal Real Estate Investors, LLC, a Delaware limited liability company (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • May 13th, 2026 • Principal Credit Real Estate Income Trust • Real estate investment trusts

This AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”), dated as of the 12th day of May, 2026, is by and between Principal Credit Real Estate Income Trust, a Maryland statutory trust (the “Trust”), and Principal Real Estate Investors, LLC, a Delaware limited liability company (the “Adviser”).