Bain Capital Private Credit Sample Contracts

CUSTODY AGREEMENT by and between Bain Capital PRIVATE CREDIT (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • December 20th, 2022 • Bain Capital Private Credit • New York

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as the last date written on the signature page below and is by and between Bain Capital Private Credit (and any successor or permitted assign), a Delaware statutory trust, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 14th, 2024 • Bain Capital Private Credit • New York

Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 3rd, 2023 • Bain Capital Private Credit • Delaware

This Investment Advisory Agreement, dated and effective as of September 28, 2023, is made by and between Bain Capital Private Credit, a Delaware statutory trust (herein referred to as the “Fund”), and BCPC Advisors, LP, a Delaware limited partnership (herein referred to as the “Adviser” or “BCPC Advisors”) (this “Agreement”).

ADMINISTRATION AGREEMENT
Administration Agreement • October 3rd, 2023 • Bain Capital Private Credit • Delaware

AGREEMENT (this “Agreement”) made as of this 28th day of September, 2023, by and between Bain Capital Private Credit, a Delaware statutory trust (hereinafter referred to as the “Company”), and BCPC Advisors, LP, a Delaware limited partnership (the “Administrator”).

MANAGING DEALER AGREEMENT
Managing Dealer Agreement • December 20th, 2022 • Bain Capital Private Credit • New York

This Managing Dealer Agreement (this “Agreement”) is entered into by and between Bain Capital Private Credit, a Delaware statutory trust (the “Company”), and Emerson Equity LLC (the “Managing Dealer”).

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 29, 2023 among BAIN CAPITAL PRIVATE CREDIT as Borrower the LENDERS and ISSUING BANKS party hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI BANKING...
Senior Secured Revolving Credit Agreement • March 27th, 2024 • Bain Capital Private Credit • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 29, 2023 (this “Agreement”), among BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (as defined below).

Amended and Restated EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • November 14th, 2024 • Bain Capital Private Credit

This Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 1st day of November, 2024, by and between BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Fund”), and BCPC ADVISORS, LP, a Delaware limited partnership (the “Adviser”).

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 29, 2023 among BAIN CAPITAL PRIVATE CREDIT as Borrower the LENDERS and ISSUING BANKS party hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI BANKING...
Revolving Credit Agreement • January 4th, 2024 • Bain Capital Private Credit • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 29, 2023 (this “Agreement”), among BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (as defined below).

FORM OF SELECTED INTERMEDIARY AGREEMENT
Selected Intermediary Agreement • December 20th, 2022 • Bain Capital Private Credit • New York

Emerson Equity LLC, as the managing dealer (“Managing Dealer”) for Bain Capital Private Credit (the “Company”), a Delaware statutory trust, invites you (the “Broker”) to participate in the distribution of common shares of beneficial interest, $0.01 par value per share, of the Company (“Common Shares”) subject to the following terms:

Goldman Sachs Bank USA, as Administrative Agent and Lender c/o Goldman, Sachs & Co.
Credit Agreement • November 5th, 2024 • Bain Capital Private Credit • New York
TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 20th, 2022 • Bain Capital Private Credit • New York

THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and among BAIN CAPITAL PRIVATE CREDIT, a Delaware statutory trust (the “Fund ”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

COMMITMENT INCREASE SUPPLEMENT
Commitment Increase Supplement • August 14th, 2024 • Bain Capital Private Credit
LOAN ADMINISTRATION AND CUSTODIAL AGREEMENT
Loan Administration and Custodial Agreement • October 3rd, 2023 • Bain Capital Private Credit • New York

THIS LOAN ADMINISTRATION AND CUSTODIAL AGREEMENT (the “Agreement”), dated as of September 28, 2023, between BAIN CAPITAL PRIVATE CREDIT (the “Owner”) and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as Custodian and Loan Administrator (together with its permitted successors and assigns, in such capacities, the “Custodian”).

BAIN CAPITAL PRIVATE CREDIT SUBSCRIPTION AGREEMENT
Subscription Agreement • December 20th, 2022 • Bain Capital Private Credit

This Subscription Agreement is entered into this 12th day of July, 2022 by and between Bain Capital Private Credit, a Delaware statutory trust (the “Company”), and BCSF Advisors, LP (the “Subscriber”);

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 20th, 2022 • Bain Capital Private Credit • New York

THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between BCSF ADVISORS, LP a a Delaware limited partnership (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

ESCROW AGREEMENT
Escrow Agreement • December 20th, 2022 • Bain Capital Private Credit • Massachusetts

THIS AGREEMENT (this “Agreement”) is entered into effective as of December 12, 2022, by and between Bain Capital Private Credit (the “Issuer”), Emerson Equity LLC (the “Placement Agent”) and U.S. Bank National Association (the “Escrow Agent”), a national banking association.

Services Agreement
Services Agreement • October 3rd, 2023 • Bain Capital Private Credit • New York

This Services Agreement (including all Schedules hereto, the “Agreement”) is entered into and effective as of September 29, 2023 (the “Effective Date”) by and among:

Bain Capital Private Credit Subscription Agreement
Subscription Agreement • November 14th, 2024 • Bain Capital Private Credit
Goldman Sachs Bank USA, as Administrative Agent and Lender c/o Goldman, Sachs & Co.
Credit Agreement • November 14th, 2024 • Bain Capital Private Credit • New York
FORM OF AMENDED AND RESTATED DECLARATION OF TRUST OF BAIN CAPITAL PRIVATE CREDIT
Declaration of Trust • May 3rd, 2022 • Bain Capital Private Credit • Delaware
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