Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2024, North Haven Private Income Fund LLC (the "Company") entered into the Second Supplement, dated as of August 5, 2024 (the "Second Supplement"), to the Master Note Purchase Agreement dated as of August 10, 2023 (as supplemented by the First Supplement to the Master Note Purchase Agreement dated as of August 10, 2023 and the Second Supplement, the "Note Purchase Agreement") governing the issuance of $100 million in aggregate principal amount of Series D Senior Notes, Tranche A, due August 5, 2027 (the "Tranche A Notes") and the issuance of $200 million in aggregate principal amount of Series D Senior Notes, Tranche B, due August 5, 2029 (the "Tranche B Notes" and, together with the Tranche A Notes, collectively, the "Series D Notes") to certain qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on August 5, 2024, subject to certain customary closing conditions.

The Tranche A Notes have a fixed interest rate of 6.84% per year and the Tranche B Notes have a fixed interest rate of 6.91% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the Note Purchase Agreement) or a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs. The Tranche A Notes will mature on August 5, 2027 and the Tranche B Notes will mature on August 5, 2029, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the Series D Notes will be due semiannually in March and September of each year, beginning in September 2024. In addition, the Company is obligated to offer to repay the Series D Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the Note Purchase Agreement, the Company may redeem the Series D Notes in whole or in part at any time or from time to time at the Company's option at par plus accrued interest to the prepayment date and, if the Tranche A Notes are redeemed on or before May 5, 2027 or the Tranche B Notes are redeemed on or before May 5, 2029, a make-whole premium.

The Company's obligations under the Note Purchase Agreement are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Company intends to use the net proceeds from the offering of the Series D Notes for general corporate purposes, including to make investments, repay existing indebtedness and make distributions permitted by the Note Purchase Agreement. The Series D Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Series D Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

In connection with the Tranche A Notes and Tranche B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company's liabilities with the Company's investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Tranche A Notes, the Company receives a fixed interest rate of 6.84% per annum and pays a floating interest rate of SOFR + 3.107% per annum on $100 million of the Tranche A Notes. Under the interest rate swap agreement related to the Tranche B Notes, the Company receives a fixed interest rate of 6.91% per annum and pays a floating interest rate of SOFR + 3.285% per annum on $200 million of the Tranche B Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.