Material Agreement Form 8 K

On July 24, 2024, Monroe Capital Income Plus Corporation (the "Company") entered into a Note Purchase Agreement (the "Note Purchase Agreement") governing the issuance of $156,000,000 in aggregate principal amount of Series C Notes, due July 24, 2029, with a fixed interest rate of 7.47% per year and $48,000,000 in aggregate principal amount of Series D Notes, due September 18, 2029, with a fixed interest rate of 7.47% per year (collectively, the "2029 Notes"), to institutional accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act") in a private placement. The 2029 Notes are guaranteed by various subsidiaries of the Company.

The closing for the Series C Notes occurred on July 24, 2024, and the closing for the Series D Notes shall occur on or about September 18, 2024. The 2029 Notes may be redeemed in whole or in part at any time or from time to time at the Company's option, upon notice, in an amount not less than 10% of the aggregate principal amount of 2029 Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement Amount (as defined in the Note Purchase Agreement) applicable to 2029 Notes determined for the prepayment date with respect to such principal amount. In addition, the Company is obligated to offer to prepay 100% of the principal amount of 2029 Notes, together with interest on such 2029 Notes accrued to, but excluding, the date of prepayment. The 2029 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company's regulation as a business development company within the meaning of the Investment Company Act of 1940, as amended, and as a regulated investment company under the Internal Revenue Code of 1986, as amended, a minimum net worth of the greater of (A) $500,000,000 and (B) an amount equal to the sum of (i) $660,865,100 plus (ii) an amount equal to 65% of the difference, of (x) the aggregate net proceeds of all sales of Equity Interests (as defined in the Note Purchase Agreement) by the Company and its subsidiaries during each quarter after October 20, 2023 (other than the proceeds of sales of Equity Interests by and among the Company and its subsidiaries) and (y) the amount paid or distributed by the Company to purchase or redeem its shares of common stock in connection with a tender offer during such quarter and a minimum asset coverage ratio of 1.50 to 1.00.

In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the 2029 Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the 2029 Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs, the 2029 Notes will bear interest at the interest rate per annum which is 1.50% above the stated rate of the 2029 Note from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Secured Debt Ratio Event is no longer continuing. In the event that a Below Investment Grade Event and a Secured Debt Ratio Event are both continuing at the same time, the 2029 Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the 2029 Notes from the date on which both such events first simultaneously existed until the date on which either or both events is no longer continuing

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.

The 2029 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The 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.

The information on this Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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