Material Agreement Form 8 K

On November 7, 2024 ("Third Amendment Date"), First Eagle Private Credit Fund SPV, LLC (the "Subsidiary"), as borrower, a wholly-owned financing subsidiary of First Eagle Private Credit Fund (the "Fund"), entered into the third amendment to the loan and servicing agreement ("Third Amendment"), amending that certain loan and servicing agreement (the "Loan Agreement") by and between the Subsidiary, as borrower, the Fund, as transferor, Morgan Stanley Bank, N.A., as initial lender, certain other lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent (the "Administrative Agent"), U.S. Bank Trust Company, National Association, as collateral agent, and U.S. Bank National Association, as account bank and collateral custodian. The Third Amendment (i) reduces the "applicable margin" component of the interest rate to be 2.55% per annum during the revolving period and 3.05% per annum during the amortization period; (ii) amends the 5% PIK loan concentration limitation component of the borrowing base to exclude from that concentration limitation PIK loans with a minimum cash spread of at least 5% paid quarterly; (iii) increases the minimum utilization amount under the Loan Agreement to be 75% of the commitments under the Loan Agreement; and (iv) resets as of the Third Amendment Date the time period the prepayment premium is due in connection with reducing or terminating commitments under the Loan Agreement. The foregoing description is only a summary of certain of the provisions of the Third Amendment and is qualified in its entirety by the underlying agreement, which is filed as exhibit 10.1 hereto.