Private Placement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On April 19, 2024 (the "Closing Date"), Diameter Credit Company Holdings II LLC ("DCC Holdings"), a Delaware limited liability company and newly formed subsidiary of Diameter Credit Company (the "Company"), entered into a Loan and Servicing Agreement (the "DCC Holdings II Secured Credit Facility"), with DCC Holdings, as borrower, the Company, as transferor and as servicer, the lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, Citibank, N.A., as collateral agent, as account bank and as collateral custodian, and Siepe, LLC, as collateral administrator.

The maximum principal amount of the DCC Holdings II Secured Credit Facility as of the Closing Date is $200 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of DCC Holdings's assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Amounts drawn under the DCC Holdings II Secured Credit Facility, will bear interest at the Term SOFR, Term CORRA, Daily Simple SONIA or the EURIBOR Rate, each as defined in the Loan and Servicing Agreement (the "Applicable Reference Rate"), in each case, plus a margin. Advances used to finance the purchase or origination of eligible assets under the DCC Holdings II Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.50%. After the expiration of a three-year revolving period, the applicable margin on outstanding advances will bear interest at the Applicable Reference Rate plus a spread of 3.00%. All amounts outstanding under the DCC Holdings II Secured Credit Facility must be repaid by the date that is five years after the Closing Date. The contractual maturity date of the DCC Holdings II Secured Credit Facility is April 19, 2029.

The foregoing description of the Loan and Servicing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan and Servicing Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference.