0001104659-22-034044 Sample Contracts

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 1, 2022 among NORTH HAVEN PRIVATE INCOME FUND LLC as Borrower The LENDERS And ISSUING BANKS Party Hereto and ING CAPITAL LLC as Administrative Agent ING CAPITAL LLC as Joint Lead Arranger...
Senior Secured Revolving Credit Agreement • March 15th, 2022 • North Haven Private Income Fund LLC • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 1, 2022 (this “Agreement”), among NORTH HAVEN PRIVATE INCOME FUND LLC, a Delaware limited liability company (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and ING CAPITAL LLC, as Administrative Agent.

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SECOND AMENDED AND RESTATED FACILITY AGREEMENT
Facility Agreement • March 15th, 2022 • North Haven Private Income Fund LLC

This Second Amended and Restated Facility Agreement (this “Agreement”), dated as of December 29, 2021 (the “Effective Date”), is entered into by and among BROADWAY FUNDING HOLDINGS LLC, a Delaware limited liability company (the “Seller”), Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Parent”), and North Haven Private Income Fund LLC (f/k/a MORGAN STANLEY PRIVATE INCOME FUND LLC), a Delaware limited liability company (the “Purchaser”).

FIRST AMENDMENT TO THE EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
And Conditional Reimbursement Agreement • March 15th, 2022 • North Haven Private Income Fund LLC • New York

This first amendment to the Expense Support and Conditional Reimbursement Agreement (this “Amendment”) is made this 15th day of March, 2022, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”).

JOINDER AGREEMENT
Joinder Agreement • March 15th, 2022 • North Haven Private Income Fund LLC

JOINDER AGREEMENT dated as of February 8, 2022 by MUFG BANK, LTD. (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

JOINDER AGREEMENT
Joinder Agreement • March 15th, 2022 • North Haven Private Income Fund LLC

JOINDER AGREEMENT dated as of February 4, 2022 by STATE STREET BANK AND TRUST COMPANY (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Placement Agency Agreement
Placement Agency Agreement • March 15th, 2022 • North Haven Private Income Fund LLC • New York

This Placement Agency Agreement (the “Agreement”) entered into as of the 9th day of November, 2021 is made by and among North Haven Private Income Fund LLC (the “Fund”), and Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI”).

JOINDER AGREEMENT
Joinder Agreement • March 15th, 2022 • North Haven Private Income Fund LLC

JOINDER AGREEMENT dated as of February 4, 2022 by SUMITOMO MITSUI BANKING CORPORATION (the “Assuming Lender”), in favor of North Haven Private Income Fund LLC, a Delaware limited liability company (the “Borrower”), and ING Capital LLC, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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