Material Agreement Form 8 K

On November 26, 2024, Manulife Private Credit Fund SPV, LLC, a wholly owned subsidiary of Manulife Private Credit Fund (the "Fund"), entered into a First Amendment to Loan and Security Agreement (the "Amendment"), as borrower (the "Borrower"), with the Fund, as the parent and portfolio manager, The Bank of New York Mellon Trust Company, National Association ("BNY Mellon"), as collateral agent, collateral administrator and securities intermediary, and JPMorgan Chase Bank, National Association ("JPMorgan"), as administrative agent, amending that certain Loan and Security Agreement, dated as of March 26, 2024, by and among the Borrower, the Fund, BNY Mellon, JPMorgan and the lenders party thereto that provides a secured credit facility of up to $150 million with an initial reinvestment period ending March 26, 2027 and an initial final maturity date of March 26, 2029 (as amended, the "JPM Funding Facility").

The Amendment provides for a decrease in the interest rate on borrowings under the JPM Funding Facility from an applicable margin of 2.70% to 2.30%, in each case over Term Secured Overnight Funds Rate or a Base Rate. In addition, the Amendment extended the maturity of the JPM Funding Facility to November 26, 2029, reset the reinvestment period and reset the call protection. The Fund and the Borrower, as applicable, have made customary representations and warranties in the Amendment. The other terms of the JPM Funding Facility remain materially unchanged.

Borrowings under the JPM Funding Facility are subject to leverage restrictions contained in the Investment Company Act of 1940, as amended.

Terms used in the foregoing paragraphs and not defined herein have the meanings set forth in the JPM Funding Facility and the Amendment. The descriptions above are only a summary of the material provisions of the JPM Funding Facility and the Amendment, and are qualified in their entirety by reference to a copy of the JPM Funding Facility, which was filed as Exhibit 10.1 to the report on Form 8-Kfiled on March 27, 2024 and incorporated by reference herein, and by reference to a copy of the Amendment, which is filed as Exhibit 10 to this current report on Form 8-Kand incorporated by reference herein.