Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 31, 2024, Stepstone Private Credit Fund LLC (the "Company"), through a special purpose wholly-owned subsidiary, Stepstone SPV Facility III LLC ("SPV Facility III"), as borrower, entered into an amendment agreement dated as of October 31, 2024 (the "Wells Fargo First Amendment Agreement") to that certain Loan and Security Agreement with Wells Fargo Bank, National Association ("Wells Fargo"), as the administrative agent, UMB Bank, National Association, as the collateral agent, and the lenders party thereto from time to time, dated as of December 1, 2023 (as amended by the Wells Fargo First Amendment Agreement, the "Wells Fargo Loan and Security Agreement"), to provide SPV Facility III with a revolving credit facility (giving effect to the Wells Fargo First Amendment Agreement, the "Wells Fargo SPV III Credit Facility"). The Company serves as collateral manager and equityholder under the Wells Fargo Loan and Security Agreement.

The lenders have made aggregate commitments of $400.0 million under the Wells Fargo SPV III Credit Facility. Borrowings under the Wells Fargo SPV III Credit Facility will generally bear interest at a rate per annum equal to Daily Simple SOFR plus a margin of 2.25%, with a 0.0% floor on Daily Simple SOFR. Amounts available for borrowing under the Wells Fargo SPV III Credit Facility are subject to a borrowing base that applies different advance rates to different types of assets held by SPV Facility III and are subject to limitations with respect to the loans securing the Wells Fargo SPV III Credit Facility, which may affect the borrowing base and therefore amounts available to borrow under the Wells Fargo SPV III Credit Facility. Borrowings under the Wells Fargo SPV III Credit Facility are secured by all of the assets held by SPV Facility III.

The Wells Fargo Loan and Security Agreement requires payment of a non-use fee equal to, (i) during the six-month period following the date of the Wells Fargo First Amendment Agreement, 0.50% on the difference between the daily outstanding balance under the Wells Fargo SPV III Credit Facility relative to the maximum amount of available commitments at such time up to 60% of the maximum amount of available commitments, plus 2.00% on any such amount in excess of 60% of the maximum amount of available commitments, and (ii) after the initial six-month period following the date of the Wells Fargo First Amendment Agreement, 0.50% on the difference between the daily outstanding balance under the Wells Fargo SPV III Credit Facility relative to the maximum amount of available commitments at such time up to 35% of the maximum amount of available commitments, plus 2.00% on any such amount in excess of 35% of the maximum amount of available commitments.

The Wells Fargo Loan and Security Agreement includes customary covenants, reporting requirements, and other customary requirements applicable to the Company and SPV Facility III and provides for events of default and acceleration provisions customary for a facility of its type.

The reinvestment period end date (after which no borrowings may be drawn under the Wells Fargo SPV III Credit Facility) and the maturity date under the Wells Fargo SPV III Credit Facility are scheduled for December 1, 2026 and December 1, 2028, respectively, unless the Wells Fargo Loan and Security Agreement is sooner terminated in accordance with its terms.

The foregoing description of the Wells Fargo SPV III Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Wells Fargo First Amendment Agreement attached hereto as Exhibit 10.1, which includes a conformed version of the Wells Fargo Loan and Security Agreement.