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).
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 SecuritiesNorth Haven Private Income Fund LLC • October 2nd, 2024 • 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.
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
