BlackRock Private Credit Fund Sample Contracts

BLACKROCK PRIVATE CREDIT FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of August 29, 2022
Agreement and Declaration of Trust • August 30th, 2022 • BlackRock Private Credit Fund • Delaware

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 29th day of August 2022 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT
Credit 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”).

DISTRIBUTION AGREEMENT
Distribution 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”).

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 company
Investment Advisory Agreement • February 29th, 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”).

BROKER-DEALER AGREEMENT
Broker-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.

ADMINISTRATION AGREEMENT
Administration 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”).

SECOND AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Support and Reimbursement 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”).

AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENT
Fee 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 AGREEMENT
Sub-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”).

AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT
Credit 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.

BLACKROCK PRIVATE CREDIT FUND FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of October 27, 2022
Agreement 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.

MASTER TRANSFER AGENCY AND SERVICE AGREEMENT
Master 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.

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.

AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • 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 EXECUTION
Subscription Agreement • April 14th, 2022 • BlackRock Private Credit Fund • Delaware
SUBSCRIPTION AGREEMENT
Subscription 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 AGREEMENT
Subscription 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”).

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