Material Agreement - Form 8-K

On April 19, 2024, Blackrock Private Credit Fund (the "Company"), a Delaware statutory trust, entered into a Senior Secured Credit Agreement (the "Credit Facility"). The parties to the Credit Facility include the Company, as Borrower, the lenders and issuing banks from time to time parties thereto (each a "Lender" and collectively, the "Lenders") and Sumitomo Mitsui Banking Corporation, as Administrative Agent.

The Credit Facility will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the "Guarantors"). Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

The Credit Facility provides for a revolving credit facility in an initial amount of up to $75,000,000, subject to availability under the borrowing base, which is based on the Company's portfolio investments and other outstanding indebtedness. Maximum capacity under the Credit Facility may be increased to $500,000,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $50,000,000 sublimit for swingline loans. The amount available for borrowing under the Credit Facility is reduced by any standby letters of credit issued through the Credit Facility.

The availability period with respect to the revolving credit facility under the Credit Facility will terminate on April 19, 2028 ("Commitment Termination Date") and the Credit Facility will mature on April 19, 2029 ("Maturity Date"). During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus a credit spread adjustment plus margin of 2.00% or 1.875% per annum, subject to certain conditions, or (ii) the prime rate plus margin of 2.00% or 1.875% per annum, subject to certain conditions. The Company may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Company's option, subject to certain conditions. Amounts drawn under the Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin (including any applicable credit spread adjustment). The Company will also pay a fee of 0.375% on daily undrawn amounts under the Credit Facility.

The Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company's ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

The description above is only a summary of the material provisions of the Credit Facility and is qualified in its entirety by reference to the Credit Facility, a copy of which is filed as Exhibit 10.1, to this current report on Form 8-K and by this reference incorporated herein.