NORTH HAVEN PRIVATE INCOME FUND LLC as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Indenture Dated as of October 1, 2024 Providing for the Issuance of Debt SecuritiesIndenture • October 2nd, 2024 • North Haven Private Income Fund LLC • New York
This Indenture (as defined herein) is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.
SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • August 12th, 2024 • North Haven Private Income Fund LLC • New York
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.
ContractLoan and Servicing Agreement • April 24th, 2023 • North Haven Private Income Fund LLC • New York
FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of April 20, 2023 (the “Amendment Effective Date”), is entered into by and among PIF Financing SPV LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), North Haven Private Income Fund LLC, as the servicer (together with its successors and assigns in such capacity, the “Servicer”), North Haven Private Income Fund LLC, as the equityholder (the “Equityholder”), each of the conduit lenders party hereto (together with its respective successors and assigns in such capacity, each a “Conduit Lender”, and collectively, the “Conduit Lenders”), each of the institutional lenders party hereto (together with its respective successors and assigns in such capacity, each an “Institutional Lender”, and collectively, the “Institutional Lenders”), each of the lender agents party hereto (together with its respective successors and assigns in capacity, each a “Lender Agent” and collectiv
REGISTRATION RIGHTS AGREEMENT by and among North Haven Private Income Fund LLC, BNP Paribas Securities Corp., ING Financial Markets LLC SMBC Nikko Securities America, Inc. and Truist Securities, Inc. Dated as of October 1, 2024Registration Rights Agreement • October 2nd, 2024 • North Haven Private Income Fund LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2024, by and among North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., ING Financial Markets LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as the representatives (together, the “Representatives”) to the other several initial purchasers (collectively, the “Initial Purchasers”) of $300,000,000 aggregate principal amount of the Company’s 5.750% Notes due 2030 (the “Notes”) listed on Schedule A to the Purchase Agreement (as defined below).
ADMINISTRATION AGREEMENTAdministration Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Agreement (“Agreement”) is made as of November 4, 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Private Credit Administrative Services LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENT BETWEEN NORTH HAVEN PRIVATE INCOME FUND LLC AND MS CAPITAL PARTNERS ADVISER INC.Investment Advisory Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Investment Advisory Agreement (this “Agreement”) is made as of November 4, 2021, 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”).
NORTH HAVEN PRIVATE INCOME FUND LLC 8.84% Series B Senior Notes, Tranche A, due August 10, 2026 8.88% Series B Senior Notes, Tranche B, due August 10, 2028 Master Note Purchase Agreement Dated August 10, 2023Master Note Purchase Agreement • August 11th, 2023 • North Haven Private Income Fund LLC • New York
North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), agrees with each of the Purchasers as follows:
MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Agreement is made as of September 25, 2019 (this “Agreement”), between each business development company identified on Appendix A and each business development company which becomes a party to this Agreement in accordance with the terms hereof (each such business development company and each business development company made subject to this Agreement in accordance with Section 20.4 below shall hereinafter be referred to as a “Fund” and collectively, as the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
AGREEMENT AND PLAN OF MERGER by and among NORTH HAVEN PRIVATE INCOME FUND LLC, COBALT MERGER SUB INC., SL INVESTMENT CORP., and MS CAPITAL PARTNERS ADVISER INC. Dated as of May 28, 2024Merger Agreement • May 28th, 2024 • North Haven Private Income Fund LLC • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 28, 2024 (as may be amended, restated, supplemented or otherwise modified from time to time in accordance herewith, this “Agreement”), among North Haven Private Income Fund LLC, a Delaware limited liability company (“PIF”), Cobalt Merger Sub Inc., a Delaware corporation and wholly-owned direct Consolidated Subsidiary of PIF (“Merger Sub”), SL Investment Corp., a Delaware corporation (“SLIC”), and MS Capital Partners Adviser Inc., a Delaware corporation (“Adviser”).
North Haven Private Income Fund LLCSubscription Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
Please check the list below prior to submitting the subscription documents to be sure that all required documents have been completed and executed.
North Haven Private Income Fund LLC and SL Investment Corp. Enter Into Merger AgreementMerger Agreement • May 28th, 2024 • North Haven Private Income Fund LLC
NEW YORK, NY, May 28, 2024 — North Haven Private Income Fund LLC (“PIF”) and SL Investment Corp. (“SLIC”), each business development companies externally managed by MS Capital Partners Adviser Inc. (the “Adviser”), announced today that they entered into a merger agreement (the “Merger Agreement”), pursuant to which PIF would acquire SLIC (the “Transaction”), subject to approval of the SLIC stockholders and customary closing conditions.
FIRST SUPPLEMENTAL INDENTURE between NORTH HAVEN PRIVATE INCOME FUND LLC and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee DATED AS OF OCTOBER 1, 2024 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 2nd, 2024 • North Haven Private Income Fund LLC
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (PIF Financing II SPV LLC)Loan and Security Agreement • July 15th, 2024 • North Haven Private Income Fund LLC
The Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances from time to time in an aggregate principal amount not to exceed the Facility Amount. The proceeds of the Advances will be used (i) to finance the Borrower’s origination and acquisition of Eligible Loans consisting of Specified Loans and Approved Loans and (ii) for other uses permitted under the organizational documents of the Borrower, in each case, subject to the terms and conditions set forth herein and in the other Transaction Documents. Accordingly, the parties agree as follows:
AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • August 10th, 2022 • North Haven Private Income Fund LLC • New York
This AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of July 7, 2022 (this “Amendment”), is made with respect to the Senior Secured Revolving Credit Agreement, dated as of February 1, 2022 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of February 4, 2021, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among NORTH HAVEN PRIVATE INCOME FUND LLC, a Delaware limited liability company (the “Borrower”), the lenders and issuing banks from time to time party thereto (the “Lenders”), and ING CAPITAL LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as joint lead arranger and sole book runner. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).
JOINDER AGREEMENTJoinder Agreement • March 9th, 2023 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of September 28, 2022 by JPMorgan Chase Bank, N.A. (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”).
SECOND AMENDED AND RESTATED FACILITY AGREEMENTFacility 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”).
Fund of Funds Investment AgreementFund of Funds Investment Agreement • May 31st, 2024 • North Haven Private Income Fund LLC
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of May 24, 2024 is between North Haven Private Income Fund LLC a Limited Liability Company organized under the laws of Delaware (the “Acquiring Fund”), and SL Investment Corp., a Corporation incorporated under the laws of Delaware (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGAN STANLEY PRIVATE INCOME FUND LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This FIRST AMENDMENT (the “Amendment”), dated as of November 3, 2021, to the First Amended and Restated Limited Liability Company Agreement of Morgan Stanley Private Income Fund LLC, dated as of October 26, 2021 (the “Existing Agreement”), of Morgan Stanley Private Income Fund LLC (the “Company”) is entered into by MS Credit Partners Holdings Inc., a Delaware corporation, the sole member of the Company (the “Initial Member”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this [●] day of [●], 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company,” which term shall include, where appropriate, any Entity controlled directly or indirectly by the Company), and [●] (the “Indemnitee”).
FIRST AMENDMENT TO THE EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support 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 AGREEMENTJoinder 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”).
First Amended and Restated Limited Liability Company AgreementLimited Liability Company Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This First Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Morgan Stanley Private Income Fund LLC (the “Company”) is entered into as of October 26, 2021 by MS Credit Partners Holdings Inc., a Delaware corporation (the “Initial Member”), as its sole member.
JOINDER AGREEMENTJoinder Agreement • March 9th, 2023 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of July 8, 2022 by BNP PARIBAS (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”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Expense Support and Conditional Reimbursement Agreement (this “Agreement”) is made this 30th day of November, 2021, 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”), effective as of the 4th day of November, 2021.
Securities PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2024 • North Haven Private Income Fund LLC • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of May 24, 2024, by and among (i) [***] (the “Seller”), a [***], (ii) North Haven Private Income Fund LLC, a Delaware limited liability company (“Purchaser” and together with Seller, each a “Party” and collectively, the “Parties”) and (iii) solely for purposes of Section 9 hereof, SL INVESTMENT CORP., a Delaware corporation (“SLIC”).
JOINDER AGREEMENTJoinder 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”).
Second Supplement to Master Note Purchase Agreement Dated as of August 5, 2024Master Note Purchase Agreement • August 6th, 2024 • North Haven Private Income Fund LLC
This Second Supplement to Master Note Purchase Agreement (the “Second Supplement”) is between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).
JOINDER AGREEMENTJoinder Agreement • March 9th, 2023 • North Haven Private Income Fund LLC
JOINDER AGREEMENT dated as of July 8, 2022 by APPLE BANK FOR SAVINGS (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 AgreementPlacement 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 AGREEMENTJoinder 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”).
North Haven Private Income Fund LLC First Supplement to Master Note Purchase Agreement Dated as of December 1, 2023First Supplement to Master Note Purchase Agreement • December 5th, 2023 • North Haven Private Income Fund LLC
This First Supplement to Master Note Purchase Agreement (the “First Supplement”) is between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).
INVESTMENT SUB-ADVISORY AGREEMENT Between MS CAPITAL PARTNERS ADVISER, INC. and EATON VANCE MANAGEMENT for NORTH HAVEN PRIVATE INCOME FUND LLCInvestment Sub-Advisory Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Massachusetts
AGREEMENT made this as of 13th day of January, 2022, between MS Capital Partners Adviser, Inc., a Delaware corporation (the “Adviser”), and Eaton Vance Management, a Massachusetts business trust (the “Sub-Adviser”).
AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • August 9th, 2023 • North Haven Private Income Fund LLC • New York
This AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of August 1, 2023 (this “Amendment”), is made with respect to the Senior Secured Revolving Credit Agreement, dated as of February 1, 2022 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of February 4, 2022, that certain Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of July 7, 2022, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among NORTH HAVEN PRIVATE INCOME FUND LLC, a Delaware limited liability company (the “Borrower”), the lenders and issuing banks from time to time party thereto (the “Lenders”), and ING CAPITAL LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as joint lead arranger and sole book runner. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreeme
Attention: Fred Willshire State Street Alternative Investment Solutions Re: Master Custodian Agreement – New FundMaster Custodian Agreement • January 21st, 2022 • North Haven Private Income Fund LLC
Reference is made to that certain Master Custodian Agreement by and between State Street Bank and Trust Company (the “Custodian”) and, initially, Morgan Stanley Direct Lending Fund, dated as of November 26, 2019, as may be amended, restated, modified or supplemented from time to time, (the “Custody Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Custody Agreement.
