Barings Private Credit Corp Sample Contracts

Master Custodian Agreement
Master Custodian Agreement • May 10th, 2021 • Barings Private Credit LLC • Massachusetts

This Agreement is made as of August 2, 2018 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

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Credit and Security Agreement • November 23rd, 2021 • Barings Private Credit Corp • New York

This FIRST AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of November 18, 2021 (the “Amendment Date”), is entered into by and among BPC FUNDING LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the LENDERS party to the Revolving Credit Agreement, BNP PARIBAS, as the administrative agent (in such capacity, the “Administrative Agent”), BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation, as the equityholder (the “Equityholder”), BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation, as the servicer (the “Servicer”), and STATE STREET BANK AND TRUST COMPANY, as collateral agent (in such capacity, the “Collateral Agent”).

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COLLATERAL MANAGEMENT AGREEMENT dated as of August 23, 2023 by and between BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., as Issuer and BARINGS PRIVATE CREDIT CORPORATION, as Collateral Manager
Collateral Management Agreement • August 29th, 2023 • Barings Private Credit Corp • New York

This Collateral Management Agreement (as amended from time to time, this “Agreement”), dated as of August 23, 2023, is entered into by and between BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., an exempted company incorporated with limited liability under the laws of Bermuda (the “Issuer”), and BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation, as collateral manager (“Barings Private Credit Corporation” and the “Collateral Manager”).

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BARINGS PRIVATE CREDIT CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • February 23rd, 2022 • Barings Private Credit Corp • Maryland

This Subscription Agreement (“Subscription Agreement”) is being executed and delivered in connection with the subscription by the undersigned (the “Subscriber”) to purchase the dollar amount of shares of common stock, par value $0.001 per share (the “Shares”), of Barings Private Credit Corporation, a Maryland corporation (the “Company”), set forth on the signature page below. Capitalized terms used herein shall have the same meanings herein as defined in the Company’s Confidential Private Placement Memorandum, as amended, restated and/or supplemented (the “Memorandum”), unless otherwise defined herein. Unless context suggests otherwise, any reference to the term “Shares” refers to limited liability company units of Barings Private Credit LLC prior to its conversion to a Maryland corporation, and to the Company’s shares of common stock, par value $0.001 per share, following the conversion.

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INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS PRIVATE CREDIT CORPORATION AND BARINGS LLC
Investment Advisory Agreement • June 23rd, 2021 • Barings Private Credit Corp • New York

This INVESTMENT ADVISORY AGREEMENT (this “Agreement”), dated as of May 13, 2021 (the “Initial Effective Date”), is between Barings Private Credit Corporation, a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company (the “Adviser”).

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ADMINISTRATION AGREEMENT
Administration Agreement • June 23rd, 2021 • Barings Private Credit Corp • New York

This ADMINISTRATION AGREEMENT (this “Agreement”) is made as of May 13, 2021 by and between Barings Private Credit Corporation, a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company (the “Administrator”).

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MASTER PARTICIPATION AGREEMENT
Master Participation Agreement • August 29th, 2023 • Barings Private Credit Corp • New York

Master Participation and Assignment Agreement (as amended from time to time, this “Agreement”), dated as of August 23, 2023, between BPC Funding LLC, a Delaware limited liability company (the “Financing Subsidiary”), and Barings Private Credit Corporation CLO 2023-1 Ltd., an exempted company incorporated with limited liability under the laws of Bermuda (the “Issuer”).

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MASTER LOAN SALE AGREEMENT
Master Loan Sale Agreement • August 29th, 2023 • Barings Private Credit Corp

THIS MASTER LOAN SALE AGREEMENT, dated as of August 23, 2023 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation (in its capacity as seller hereunder, together with its successors and assigns, the “Seller”) and BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., an exempted company incorporated with limited liability under the laws of Bermuda (together with its successors and assigns, the “Buyer”).

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SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 6, 2023, among BARINGS PRIVATE CREDIT CORPORATION, as Borrower, the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent,
Assignment and Assumption • March 8th, 2023 • Barings Private Credit Corp • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of March 6, 2023 (this “Agreement”), among BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (as defined below).

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • June 23rd, 2021 • Barings Private Credit Corp • Maryland

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of May 13, 2021 (the “Effective Date”), by and between Barings LLC, a Delaware limited liability company (“Licensor”), and Barings Private Credit Corporation, a Maryland corporation (“Licensee”) (each a “party,” and collectively, the “parties”).

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Barings LLC and Baring International Investment Limited and Barings Private Credit Corporation SUB-ADVISORY AGREEMENT IN RESPECT OF BARINGS PRIVATE CREDIT CORPORATION
Sub-Advisory Agreement • June 23rd, 2021 • Barings Private Credit Corp
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EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • June 23rd, 2021 • Barings Private Credit Corp • North Carolina

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 13th day of May, 2021, by and between Barings Private Credit Corporation, a Maryland corporation (the “Fund”), and Barings LLC, a Delaware limited liability company (the “Adviser”).

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FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 23rd, 2022 • Barings Private Credit Corp • Delaware

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of [●], 202[●], is between [●], a [●] (the “Acquiring Fund”), and Barings Private Credit Corporation, a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

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PURCHASE AND SALE AGREEMENT BY AND AMONG BARINGS PRIVATE CREDIT LLC as Buyer, AND MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AND C.M. Life Insurance Company, as Sellers DATED AS OF May 12, 2021
Purchase and Sale Agreement • June 23rd, 2021 • Barings Private Credit Corp • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of May 12, 2021, is made by and among Barings Private Credit LLC, a Maryland limited liability company (“Buyer”), Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (“MassMutual”), and C.M. Life Insurance Company, a Connecticut corporation (“CM Life”) (MassMutual and CM Life are each, a “Seller,” and collectively, the “Sellers”). (Buyer and Sellers may be referred to individually herein as a “Party” and collectively as the “Parties”).

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BUSINESS.31747005.5 Section 1. Definitions. (a) As used in this Agreement: “17(d) Order” shall have the meaning set forth in Section 5(d). “Actions” shall mean any claim, action, proceeding or investigation with respect to any pending or threatened...
Collateral Management Agreement • September 23rd, 2024 • Barings Private Credit Corp • New York
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BUSINESS.31767223.5 AMENDED AND RESTATED MASTER LOAN SALE AGREEMENT THIS AMENDED AND RESTATED MASTER LOAN SALE AGREEMENT, dated as of September 17, 2024 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among...
Master Loan Sale Agreement • September 23rd, 2024 • Barings Private Credit Corp
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JOINT FIDELITY BOND AGREEMENT
Joint Fidelity Bond Agreement • December 17th, 2021 • Barings Private Credit Corp • New York

This JOINT FIDELITY BOND AGREEMENT, effective as of November 4, 2021, is by and among Barings BDC, Inc. (“BBDC”), a Maryland corporation, Barings Capital Investment Corporation (“BCIC”), a Maryland corporation, and Barings Private Credit Corporation (“BPCC”), a Maryland corporation.

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INDENTURE by and among BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD. Issuer BARINGS PRIVATE CREDIT CLO 2023-1, LLC Co‑Issuer and STATE STREET BANK AND TRUST COMPANY Collateral Trustee August 23, 2023
Indenture • August 29th, 2023 • Barings Private Credit Corp • New York

The beneficial owner agrees that the beneficial owner (a) will not use Confidential Information for any purpose other than to monitor and administer the financial condition of either of the Issuers and to appropriately treat or report the transactions, (b) will keep confidential all Confidential Information and will not communicate or transmit any Confidential Information to any person other than officers or employees of the beneficial owner or their agents, auditors or affiliates who need to know the same in order to monitor and administer the financial condition of either of the Issuers and to appropriately treat or report the transactions and (c) will use reasonable efforts to maintain procedures to ensure that no Confidential Information is used by directors, officers or employees of the beneficial owner or any of its affiliates (other than those in a supervisory or operational capacity) who are trading, in each case with trading strategies substantially the same as either of the I

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CLASS A-1A CREDIT AGREEMENTdated as of September 17, 2024amongBARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., as Borrower,BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1, LLC, as Co-Borrower,THE VARIOUS FINANCIAL INSTITUTIONS TIME TO TIME PARTY...
-1a Credit Agreement • November 6th, 2024 • Barings Private Credit Corp • New York

This CLASS A-1A CREDIT AGREEMENT (the "Agreement"), dated as of September 17, 2024, is entered into by and among BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., an exempted company limited by shares and incorporated under the laws of Bermuda (the “Borrower”), BARINGS PRIVATE CREDIT CLO 2023-1, LLC, a limited liability company organized under the laws of the State of Delaware (the “Co-Borrower” and, together with the Borrower, the “Co-Borrowers”). various financial institutions and other persons which are, or may become, parties hereto as Lenders, and STATE STREET BANK AND TRUST COMPANY (the "Bank"), as loan agent (in such capacity, the "Loan Agent") and as collateral trustee (in such capacity, the "Collateral Trustee") under the Indenture.

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ii- Section 4.5 Protection of Assets .......................................... ....................................................9 Section 4.6 Opinions as to Assets ........................................................................
Credit Agreement • September 23rd, 2024 • Barings Private Credit Corp • New York
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AMENDED AND RESTATED MASTER LOAN SALE AGREEMENT by and among BARINGS PRIVATE CREDIT CORPORATION, as the Seller, and BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., as the Buyer. Dated as of September 17, 2024
Master Loan Sale Agreement • November 6th, 2024 • Barings Private Credit Corp

THIS AMENDED AND RESTATED MASTER LOAN SALE AGREEMENT, dated as of September 17, 2024 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation (in its capacity as seller hereunder, together with its successors and assigns, the “Seller”) and BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., an exempted company incorporated with limited liability under the laws of Bermuda (together with its successors and assigns, the “Buyer”).

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FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
Credit Agreement • December 19th, 2023 • Barings Private Credit Corp • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of March 6, 2023 (this “Agreement”), among BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (as defined below).

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CLASS A-2 CREDIT AGREEMENT dated as of August 23, 2023 among BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., as Borrower, BARINGS PRIVATE CREDIT CLO 2023-1, LLC, as Co-Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS, as Lenders, STATE...
Credit Agreement • August 29th, 2023 • Barings Private Credit Corp • New York

THIS CLASS A-2 CREDIT AGREEMENT (this “Agreement”), dated as of August 23, 2023, is entered into by and among BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., an exempted company limited by shares and incorporated under the laws of Bermuda (the “Borrower”), BARINGS PRIVATE CREDIT CLO 2023-1, LLC, a limited liability company organized under the laws of the State of Delaware (the “Co-Borrower” and, together with the Borrower, the “Borrowers”), VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS which are, or may become, parties hereto as Lenders (the “Lenders”), and STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but as Loan Agent (in such capacity, the “Loan Agent”) and as Collateral Trustee under the Indenture (in such capacity, the “Collateral Trustee”).

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 29th, 2023 • Barings Private Credit Corp

NOTE PURCHASE AGREEMENT, dated August 23, 2023 (this “Agreement”), among Barings Private Credit Corporation CLO 2023-1 Ltd., an exempted company limited by shares and incorporated under the laws of Bermuda (the “Issuer”), Barings Private Credit CLO 2023-1, LLC, a limited liability company formed under the laws of the State of Delaware (the “Co-Issuer,” and together with the Issuer, the “Co-Issuers”) and BNP Paribas Securities Corp.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • May 10th, 2021 • Barings Private Credit LLC • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of [●], 20[●] (the “Effective Date”), by and between Barings Private Credit Corporation, a Maryland corporation (collectively, with its affiliates and subsidiaries, the “Company”), and ______________ (“Indemnitee”).

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AMENDED AND RESTATED COLLATERAL MANAGEMENT AGREEMENT dated as of September 17, 2024 by and between BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., as Issuer and BARINGS PRIVATE CREDIT CORPORATION, as Collateral Manager
Collateral Management Agreement • November 6th, 2024 • Barings Private Credit Corp • New York

This Amended and Restated Collateral Management Agreement (as amended from time to time, this “Agreement”), dated as of September 17, 2024, is entered into by and between BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., an exempted company incorporated with limited liability under the laws of Bermuda (the “Issuer”), and BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation, as collateral manager (“Barings Private Credit Corporation” and the “Collateral Manager”).

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COMMITMENT INCREASE SUPPLEMENT
Barings Private Credit Corp • May 4th, 2023
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REVOLVING CREDIT AND SECURITY AGREEMENT among BPC Funding LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, BNP PARIBAS, as Administrative Agent, BARINGS PRIVATE CREDIT LLC, as Equityholder, BARINGS PRIVATE CREDIT LLC, as Servicer, and...
Revolving Credit and Security Agreement • June 23rd, 2021 • Barings Private Credit Corp • New York

REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of May 11, 2021, among BPC Funding LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS from time to time party hereto, BNP PARIBAS (“BNP”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), BARINGS PRIVATE CREDIT LLC, a Maryland limited liability company, (in such capacity, the “Equityholder”), BARINGS PRIVATE CREDIT LLC, a Maryland limited liability company, as servicer (in such capacity, the “Servicer”), and STATE STREET BANK AND TRUST COMPANY (“State Street”), as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”).

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BUSINESS.31585125.12 -vi- SCHEDULES Schedule 1 -- S&P Industry Classification Schedule (A) S&P Industry Classification Group List (B) Diversity Score Calculation Schedule 2 -- Approved Index List Schedule 3 -- S&P Recovery Rate Tables Schedule 4 --...
Indenture and Security Agreement • September 23rd, 2024 • Barings Private Credit Corp • New York
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CLASS A-1AS CREDIT AGREEMENT dated as of September 17, 2024 among BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD. as Borrower, BARINGS PRIVATE CREDIT CLO 2023-1, LLC as Co-Borrower, the Lenders party hereto, STATE STREET BANK AND TRUST COMPANY as...
Credit Agreement • November 6th, 2024 • Barings Private Credit Corp • New York

This CLASS A-1AS CREDIT AGREEMENT (this "Agreement"), dated as of September 17, 2024 is entered into by and among Barings Private Credit Corporation CLO 2023-1 Ltd. an exempted company incorporated with limited liability under the laws of Bermuda, as the borrower (the "Borrower"), Barings Private Credit CLO 2023-1, LLC, a limited liability company organized under the laws of the State of Delaware, as the co-borrower (the "Co-Borrower," together with the Borrower, the "Co-Borrowers"), the Lenders (as defined below) from time to time party hereto and State Street Bank and Trust Company, a national banking association (the "Bank"), as loan agent (the "Loan Agent") and as collateral trustee under the Indenture (in such capacity, the "Collateral Trustee").

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Contract
Version • May 15th, 2024 • Barings Private Credit Corp • New York

This FIFTH AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of May 9, 2024 (the “Amendment Date”), is entered into by and among BPC FUNDING LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the LENDERS party to the Revolving Credit Agreement, BNP PARIBAS, as the administrative agent (in such capacity, the “Administrative Agent”), BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation, as the equityholder (the “Equityholder”), BARINGS PRIVATE CREDIT CORPORATION, a Maryland corporation, as the servicer (the “Servicer”) and State Street Bank and Trust Company, as collateral Agent (the “Collateral Agent”)

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AMENDED AND RESTATED INDENTURE by and among BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD. Issuer BARINGS PRIVATE CREDIT CLO 2023-1, LLC Co-Issuer and STATE STREET BANK AND TRUST COMPANY Collateral Trustee September 17, 2024
Indenture and Security Agreement • November 6th, 2024 • Barings Private Credit Corp • New York

AMENDED AND RESTATED INDENTURE AND SECURITY AGREEMENT, dated as of September 17, 2024, among Barings Private Credit Corporation CLO 2023-1 Ltd., an exempted company incorporated with limited liability and existing under the laws of Bermuda (the "Issuer"), Barings Private Credit CLO 2023-1, LLC, a limited liability company organized under the laws of the State of Delaware (the "Co-Issuer", and together with the Issuer, the "Issuers") and State Street Bank and Trust Company, as collateral trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the "Collateral Trustee"), amends and restates in its entirety the Indenture and Security Agreement, dated as of August 23, 2023, among the Co-Issuers and the Collateral Trustee (the "2023 Indenture").

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ii- Section 5.11 Successors Substituted ............................................................................. 11 Section 5.12 Related to No Other Business .................................................................. 11 Section 5.13...
1a Credit Agreement • September 23rd, 2024 • Barings Private Credit Corp • New York
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