AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • March 21st, 2024 • T. Rowe Price OHA Select Private Credit Fund • New York
This Amended and Restated Investment Advisory Agreement, dated and effective as of March 20, 2024 (this “Agreement”), is made by and between T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (herein referred to as the “Fund”), and OHA Private Credit Advisors LLC, a Delaware limited liability company (herein referred to as the “Adviser”).
MANAGING DEALER AGREEMENTManaging Dealer Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York
This Managing Dealer Agreement (this “Agreement”) is entered into by and between T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (the “Company”) and T. Rowe Price Investment Services, Inc. (the “Managing Dealer”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 17th day of August, 2023, by and between T. ROWE PRICE OHA SELECT PRIVATE CREDIT FUND, a Delaware statutory trust (the “Fund”), and OHA PRIVATE CREDIT ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEENAdministration Agreement • March 21st, 2024 • T. Rowe Price OHA Select Private Credit Fund • New York
This Amended and Restated Administration Agreement (“Agreement”) is made as of March 20, 2024 by and between T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (the “Fund”), and OHA Private Credit Advisors LLC, a Delaware limited liability company (the “Administrator”).
ESCROW AGREEMENTEscrow Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of May 2023 by and between T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (the “Company”) and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund • Massachusetts
This Sub-Administration Agreement (“Agreement”) dated and effective as of November 14, 2022, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), OHA Private Credit Advisors, L.P., a Delaware limited partnership (the “Administrator”).
Exhibit A Form of Subscription Agreement SUBSCRIPTION AGREEMENT FOR CLASS I COMMON SHARES OF BENEFICIAL INTEREST OFT. Rowe Price OHA Select Private Credit Fund • March 31st, 2023
The undersigned hereby subscribes for and agrees to purchase 2,000,000 Class I common shares of beneficial interest, $25.00 par value per share (the “Class I Common Shares”), of T. Rowe Price OHA Private Credit Fund, a Delaware statutory trust (the “Trust”), at a price of $25.00 per Class I Common Share, and request to assign ownership and purchases in such names and with such specifications as are set forth on Schedule A attached hereto, and hereby agrees to contribute cash to the Trust on the date hereof as consideration for the Class I Common Shares in the amount of $50,000,000 with a trade date of 11/14/2022 (the “Consideration”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund
The undersigned hereby subscribes for and agrees to purchase 2,000,000 Class I common shares of beneficial interest, $25.00 par value per share (the "Class I Common Shares"), of T. Rowe Price OHA Private Credit Fund, a Delaware statutory trust (the "Trust"), at a price of $25.00 per Class I Common Share, and request to assign ownership and purchases in such names and with such specifications as are set forth on Schedule A attached hereto, and hereby agrees to contribute cash to the Trust on the date hereof as consideration for the Class I Common Shares in the amount of $50,000,000 with a trade date of 11/14/2022 (the "Consideration").
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [ ]day of [ ], 2023, by and between T. ROWE PRICE OHA SELECT PRIVATE CREDIT FUND, a Delaware statutory trust (the “Fund”), and OHA Private Credit Advisors, L.P., a Delaware limited partnership (the “Adviser”).
COMMITMENT INCREASE AGREEMENT October 10, 2024Commitment Increase Agreement • October 15th, 2024 • T. Rowe Price OHA Select Private Credit Fund • New York
iii- Section 8.06 Reinvestment of Funds in Covered Accounts; Reports by Collateral Agent .............................................................. ..................................................132 Section 8.07 Accountings ...Credit and Security Agreement • August 9th, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York
T. Rowe Price OHA Select Private Credit Fund $300,000,000 7.77% Series 2024A Senior Notes, due March 7, 2029 Master Note Purchase Agreement Dated March 7, 2024T. Rowe Price OHA Select Private Credit Fund • March 13th, 2024 • New York
Transfer Agency Services AgreementTransfer Agency Services Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York
This Transfer Agency Services Agreement (the “Agreement”) is entered into and effective as of November 7, 2022 (the “Effective Date”) by and among:
LIMITED LIABILITY COMPANY AGREEMENT OF OHA PRIVATE CREDIT FUND, LLCLimited Liability Company Agreement • July 28th, 2022 • T. Rowe Price OHA Private Credit Fund • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OHA Private Credit Fund, LLC, a Delaware limited liability company (the “Company”), effective as of December 16, 2021, is entered into by and between the Company and Oak Hill Advisors, LP. (or any entity which is the successor thereto), as the member (the “Member”).
T. ROWE PRICE OHA SELECT PRIVATE CREDIT FUND $300,000,000 7.77% Series 2024A Senior Notes, due March 7, 2029 MASTER NOTE PURCHASE AGREEMENT Dated March 7, 2024Note Purchase Agreement • March 13th, 2024 • T. Rowe Price OHA Select Private Credit Fund • New York
BUSINESS.29506284.4 ADMINISTRATION AGREEMENT BETWEEN T. ROWE PRICE OHA PRIVATE CREDIT FUND AND OHA PRIVATE CREDIT ADVISORS, L.P. This Agreement (“Agreement”) is made as of November 10, 2022 by and between T. Rowe Price OHA Private Credit Fund, a...T. Rowe Price OHA Select Private Credit Fund • August 9th, 2023 • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2024 • T. Rowe Price OHA Select Private Credit Fund • New York
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of June 30, 2023, among TRP OHA SPV FUNDING I, LLC, formerly known as OHA DCCF SPV 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”), T. ROWE PRICE OHA SELECT PRIVATE CREDIT FUND, a Delaware statutory trust (in such capacity, the “Equityholder”), TRP OHA SERVICER I, LLC, a Delaware limited liability company, as servicer (in such capacity, the “Servicer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (“BNYM”), as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”).
