Material Agreement Form 8 K

Item 1.01.Entry into a Material Definitive Agreement

On August 1, 2024, Stellus Private Credit BDC (the "Company") entered into a Loan Financing and Servicing Agreement (the "Loan Agreement") for a special purpose vehicle financing credit facility (the "SPV Facility") by and among Stellus Private Credit BDC SPV LLC ("Stellus SPV"), as borrower, the Company, as equityholder and servicer, Deutsche Bank AG, New York Branch ("Deutsche Bank"), as facility agent, Citibank, N.A., as collateral agent and collateral custodian, Alter Domus (US) LLC, as collateral administrator, and the lenders that are party thereto from time to time. The SPV Facility provides for $50 million of initial commitments with an accordion feature that allows for an additional $50 million of total commitments from new and existing lenders on the same terms and conditions as the existing commitments. Advances under the SPV Facility bear interest at three-month Term SOFR (as defined in the Loan Agreement) plus an applicable margin of 2.50% during the revolving period ending on August 1, 2027 and three-month Term SOFR plus an applicable margin of 2.85% thereafter. The Loan Agreement provides for an unused commitment fee, from the effective date of the Loan Agreement through August 1, 2027, of 0.25% per annum on the unused commitments if Stellus SPV's credit facility utilization is greater than or equal to 80%, and otherwise, 0.50% per annum on the unused commitments, and other customary fees. The Credit Facility will mature on August 1, 2030.

The Loan Agreement contains customary terms and conditions, including affirmative and negative covenants. The Loan Agreement also contains customary events of default including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, bankruptcy, and change of control, with customary cure and notice provisions.

Borrowing under the Loan Agreement remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

Stellus SPV's obligations to the lenders are secured by a first lien interest in all of its assets but are non-recourse to the Company.

Deutsche Bank and other lenders under the SPV Facility, and their respective affiliates, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for the Company.

Capitalized terms under this Item 1.01, unless otherwise defined herein, have the meaning ascribed to them under the Loan Agreement. The description above is only a summary of the material provisions of the SPV Facility and is qualified in its entirety by reference to the copy of the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.