Material Agreement Form 8 K

On November 22, 2024, Goldman Sachs Private Middle Market Credit II SPV II LLC ("SPV") entered into a Second Amended and Restated Loan and Security Agreement (the "Second Amended and Restated Loan and Security Agreement") among Goldman Sachs Private Middle Market Credit II LLC (the "Company"), JPMorgan Chase Bank, National Association, as administrative agent and lender, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, amending and restating the Amended and Restated Loan and Security Agreement, dated as of March 5, 2021. Pursuant to the Second Amended and Restated Loan and Security Agreement, the parties agreed to (i) decrease the Financing Commitments (as defined in the Second Amended and Restated Loan and Security Agreement) by $400 million to $1.25 billion, (ii) reduce the applicable margin for advances from 2.55% to 2.05% (iii) extend the Reinvestment Period (as defined in the Second Amended and Restated Loan and Security Agreement) from November 24, 2024 to October 24, 2025, solely for funding delayed draw and revolver commitments and the required funding levels of the Unfunded Exposure Account (as defined in the Second Amended and Restated Loan and Security Agreement), (iv) permit SPV to make distributions of principal proceeds from Portfolio Investments (as defined in the Second Amended and Restated Loan and Security Agreement) to the Company for the period starting April 24, 2025 and ending 6 months prior to the Scheduled Termination Date (as defined in the Second Amended and Restated Loan and Security Agreement) on a pro rata basis with repayment of loans, subject to certain conditions, and (v) introduce step-downs in the advance rate utilized in the borrowing base test and certain covenants and events of default upon Net Advances (as defined in the Second Amended and Restated Loan and Security Agreement), falling below applicable thresholds of Net Asset Value (as defined in the Second Amended and Restated Loan and Security Agreement).

The foregoing description is only a summary of the material provisions of the Second Amended and Restated Loan and Security Agreement and is qualified in its entirety by reference to a copy of the Second Amended and Restated Loan and Security Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand incorporated by reference herein.