FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN SILVER POINT PRIVATE CREDIT FUND AND SILVER POINT PRIVATE CREDIT FUND MANAGEMENT, LLC

Exhibit 10.1

FORM OF

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

BETWEEN

SILVER POINT PRIVATE CREDIT FUND

AND

SILVER POINT PRIVATE CREDIT FUND MANAGEMENT, LLC

Agreement made this [ ] day of [ ], 2026, and effective on the BDC Election Date (as defined below), by and between SILVER POINT PRIVATE CREDIT FUND, a Maryland statutory trust (the “Fund”), and SILVER POINT PRIVATE CREDIT FUND MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a Maryland statutory trust and intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “Investment Company Act”) at a future date (the date of such election, the “BDC Election Date”);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”);

WHEREAS, the Fund and the Adviser are party to that certain Investment Advisory Agreement, dated October 14, 2024 (the “Original Advisory Agreement”), for the purpose of having the Adviser furnish investment advisory services to the Fund; and

WHEREAS, the Fund and the Adviser desire to enter into this Agreement, which amends and restates the Original Advisory Agreement in its entirety.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

Certain capitalized terms used herein are defined in Annex A to this Agreement.

(a) The Fund hereby engages the Adviser to act as the investment adviser to the Fund and to manage the investment and reinvestment of the assets of the Fund, subject to the supervision of the Board of Trustees of the Fund (the “Board,” and each trustee a “Trustee”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Fund’s registration statement on Form 10 or Form N-2, as applicable (and as the same may be amended from time to time, the “Registration Statement”), and prior to the filing of the Fund’s Registration Statement, in accordance with the investment objective, policies and restrictions that are set forth in the Fund’s private placement memorandum dated September 2024, as may be amended or supplemented from time to time; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Fund’s organizational documents (including any charter or declaration of trust and by-laws) as the same may be amended or superseded from time to time; and (iii) to the extent applicable, in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Fund with such other investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Fund and its portfolio companies, as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the

Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to directly or indirectly (including through any subsidiary of the Fund, referred to herein as a “Subsidiary”) acquire debt financing, the Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board, if any. If it is necessary or appropriate for the Adviser to make investments on behalf of the Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (subject to and in accordance with the requirements of the Investment Company Act). The authority of the Adviser conferred pursuant to this Agreement shall apply equally in respect of any controlled Subsidiary.

(b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein.

(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Fund’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Fund, subject to the oversight of the Adviser and the Fund. The Adviser shall be responsible for any compensation payable to any Sub-Adviser. Nothing in this subsection 2(c) will obligate the Adviser to pay any expenses that are the expenses of the Fund under Section 3 hereof. For so long as the Fund is regulated under the Investment Company Act, any sub-advisory agreement entered into by the Adviser shall be subject to approval by the Board as required by Section 15 of the Investment Company Act and shall otherwise be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request; provided that the Adviser may retain a copy of such records.

(a) All personnel of the Adviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund, except as provided below.

(b) The Fund will bear all other fees, costs and expenses of its activities, operations, administration and transactions (“Operating Expenses”), including, without limitation, those relating to third party legal, accounting, tax, auditing, consulting and other professional expenses (including, without limitation, expenses relating to establishing reputation and public relations in connection with self-sourced lending or other financial transactions); fees payable to sub-advisors; the Management Fee (as defined below) and Incentive Fee (as defined below); professional liability insurance (including costs relating to directors’ and officers’ liability insurance and errors and omissions insurance); costs of obtaining and maintaining any fidelity bond; fees and expenses associated with the Fund’s information, technology, communication, research and market data costs (including Bloomberg data and terminals or other devices or technology used to receive market research or data); fees and expenses (including legal fees, due diligence, and travel, lodging and meals) relating to establishing and maintaining auditor, depositary, custodial, transfer agent, underwriter, administration services or prime brokerage relationships; fees and costs (including legal fees) of entering into ISDAs; custodial and depositary fees; bank service fees; investment-related fees and expenses (such as brokerage commissions, third-party sourcing fees (based on quantitative, qualitative, or other criteria), fees and expenses of legal and other compliance professionals (including related to monitoring the Adviser’s information barrier), due diligence

expenses and travel, lodging, conference and meal expenses) related to the sourcing, evaluation, discovery, investigation, negotiation, development, analysis, monitoring, structuring, purchase, trading, settling, holding or sale of investments, whether or not the investments are consummated, including the costs of data, benchmark licensing, third-party screening tools and other information or technology to undertake sustainability analysis, monitoring or investor reporting in relation to investments; fees and expenses of any finders, senior advisors, originators, consultants (including sourcing consultants, operating consultants, research consultants, industry executives, advisors, operating executives, consultants performing services with respect to portfolio companies, including related to private equity operations, industry expert consultants, tax consultants, other subject matter consultants and/or consultants or experts on sustainability matters including in relation to investments), independent and/or non-executive directors and other persons acting in a similar capacity (in each case, whether or not such persons are engaged by the Fund and/or its Affiliates in a dedicated or exclusive capacity); costs and expenses related to attending investment, financing or business related conferences, roadshows or other events (including travel, lodging and meals), including in connection with the sourcing of future investments, business sector or financing opportunities or the evaluation of potential investments or financing opportunities, (irrespective of whether any such investment or financing opportunity is ultimately consummated) or otherwise related to business development and research; expenses related to any aggregating, special purpose, platform, or joint venture vehicles or arrangements (including formation, Overhead Expenses and other expenses related thereto, which may be calculated based on assets or performance); any and all costs and expenses incurred in connection with the incurrence of leverage and indebtedness, including with respect to any credit agreements, margin financing, total return swaps and other derivatives, commitment-based financing, reverse repurchase agreements, and other borrowings, and including any principal or interest on the Fund’s borrowings and indebtedness (including fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Fund and in guaranteeing the obligations of any issuers or its Affiliates); other out-of-pocket expenses related to the purchase, monitoring, sale, settlement, custody or transmittal of the Fund’s assets (directly or through trading Affiliates) as will be determined by the Adviser in its sole discretion (including costs associated with systems and software used in connection with investment-related activities (including the allocation of investments)); expenses incurred in connection with the provision of administrative, operations, fiduciary (including, but not limited to, directorship services), loan closing, or middle-office services; administration fees charged by the Adviser and/or third-party providers of administration services, administration fees and expenses charged by any third-party provider of administration services; costs of reporting to investors; any and all costs and expenses incurred in connection with any meeting of the Shareholders that is generally open or applicable to all Shareholders (including the costs and expenses of any third-party speakers at any such meetings), any fees and expenses of the Board (including amounts paid to Trustees that are not “interested persons” (as that term is defined in Section 2(a)(19) of the Investment Company Act), and the reasonable expenses incurred by members of the Board in connection with their attendance or the expenses of their independent counsel); administration fees and expenses charged by any third-party provider of administration services; expenses relating to interpretation of any fund terms, any amendments to the governing documents of the Fund and related entities, the offer, transfer and sale of the Fund’s common shares (the “Shares”); organizational and offering fees and expenses of the Fund (including legal, accounting, consulting, capital raising (including travel, lodging and meals relating to the offering of the Fund), translation, printing and distribution fees and expenses (including fees and expenses related to the retention of, and services provided by, any service provider or agent engaged by the Fund and/or its Affiliates in connection with such translation, printing and distribution), filing fees and expenses related to the formation of the Fund, and other similar fees, costs and expenses and other direct organizational and offering costs); any fees, costs and expenses related to investor databases or marketplaces (e.g., iCapital) or distribution networks; distributions to Shareholders; any fees, costs and expenses related to entering into, and compliance with, side letters with Shareholders; federal, state and non-U.S. filing and registration fees and expenses; fees and expenses related to complying with (or facilitating compliance with) the rules of any self-regulatory organization or any applicable law, rule or regulation, including anti-money laundering or counter-terrorist financing laws and regulations, marketing laws and regulations and/or any other applicable laws and regulations, including any governmental, regulatory, licensing, filing or registration fees or taxes, legal fees, costs and expenses, regulatory and compliance fees and expenses relating to past, current and prospective investments, fees and expenses related to the retention of, and services provided by, any service provider or agent engaged by the Fund, the Adviser and/or their respective Affiliates in connection with any such compliance and any registration, compliance, filings or other obligations related to or arising out of the AIFM Directive including marketing notifications, “Annex IV” reporting, and the costs of depositary or other service providers appointed to comply with the AIFM Directive; expenses related to complying with Sustainable Finance Disclosure Regulation (“SFDR”), including the costs of preparing SFDR-compliant investor disclosures and reports, or any other domestic or foreign regulatory regimes and any fees, costs and expenses with respect to any registration or reporting activities

of the Fund, including legal advice regarding the offering of Shares, or its investments; costs of winding up and liquidating the Fund; any and all out-of-pocket fees, costs and expenses incurred in connection with computing the value of the assets of the Fund (including, as applicable, any and all fees, costs and expenses associated with advisors, independent pricing services and third-party valuation consultants); any fees, costs and expenses incurred in connection with the Fund’s use of any third-party monitors or other service providers used to independently assess conflicts among Silver Point Accounts; any fees, costs and expenses incurred in connection with the Fund’s tax returns, Form 1099-DIV (or similar schedules), including the costs of creating, printing and distributing such tax forms (or similar schedules), to the extent applicable; costs and expenses with respect to representation of the Fund and the Shareholders by the Adviser; taxes, fees, other governmental or similar charges that may be incurred or payable by the Fund (except as may be specifically allocated to any Shareholder); fees and expenses in connection with ongoing compliance, filing and reporting obligations under U.S. FATCA (and similar reporting regimes, including CRS); fees and expenses of each persons designated to act as an anti-money laundering officer; any fees, costs and expenses of any loan servicers and other service providers and of any custodian, lenders, investment banks and other financing sources; costs, fees and expenses of any affiliates of the Adviser (whether now existing or hereafter created) engaged to provide services by or on behalf of the Fund (“Affiliated Service Providers”) and other expenses associated with the operation of the Fund and its investment activities, including extraordinary expenses such as litigation, workout and restructuring and indemnification expenses, if any. For the avoidance of doubt, (i) the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Fund or its affiliates in connection with the offering of securities by the Fund, and (ii) Operating Expenses do not constitute Overhead Expenses.

(c) The Fund will reimburse the Adviser or its Affiliates, as applicable, for all costs and expenses incurred in connection with administrative, information technology and development and other support services, including out of pocket expenses (including travel, lodging and meals), any expenses of the Administrator (as defined below) or other third parties performing similar or related administrative functions under this Agreement or any administration agreement with one or more Administrators (each, an “Administration Agreement”), as applicable, including third-party software licensing and implementation, data management, recovery services and any Overhead Expenses relating to the provision of administration, information technology and development and other support services (including all services performed by the team supporting Silver Point’s General Counsel, Chief Compliance Officer and Chief Financial Officer and their respective staffs and all accounting, operations, treasury, loan closing, private equity operations (tasked with performing operational improvements with respect to portfolio companies), tax and information technology and development and other support services), as well as compensation of such persons paid by the Adviser or its Affiliates, as applicable (based on the percentage of time such individuals devote, on an estimated basis, to the business affairs of the Fund).

(d) To the extent that expenses to be borne by the Fund are paid by the Adviser and/or one or more administrators or sub-administrators of the Fund (each, together with any successor thereto, an “Administrator”), the Fund will reimburse the Adviser and/or such Administrator(s), as applicable, for such expenses, it being understood that the administrative services contemplated by this Section 3 may be performed by the Adviser or any of its Affiliates, one or more third-party Administrators, or a combination thereof.

The Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”) as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt, a deferred compensation plan pursuant to which the Adviser may elect to defer or waive all or a portion of its fees hereunder for a specified period of time.

Incentive Fee on Pre-Incentive Fee Net Investment Income, if any, will be calculated and paid quarterly in arrears based on a percentage of the amount by which Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter exceeds the Hurdle Rate Amount (as defined below). The “Hurdle Rate Amount” will be determined on a quarterly basis, and will be calculated by multiplying 1.25% (5.00% annualized) by the value of the Fund’s net assets (total assets less indebtedness) at the beginning of the applicable calendar quarter.

Incentive Fee on Pre-Incentive Fee Net Investment Income for each calendar quarter will be calculated as follows:

These calculations shall be appropriately adjusted for any share issuances or repurchases during the quarter (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) and shall be appropriately prorated for any period of less than three months.

If the Fund commences winding up in connection with the expiration of the Fund’s term, the Incentive Fee on Pre-Incentive Fee Net Investment Income will be payable until the final termination of the Fund following the complete Realization of the Fund’s investments and the termination date will be treated as though it were a quarter-end for purposes of calculating and paying the final Incentive Fee on Pre-Incentive Fee Net Investment Income.

For purposes of computing the Capital Gains Fee, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, on a look-through basis, realized gains and realized losses on the disposition of any reference assets, as well as unrealized depreciation on reference assets retained in the derivative financial instrument or swap, will be included on a cumulative basis in the calculation of the Capital Gains Fee.

If the Fund commences winding up in connection with the expiration of the Fund’s term, the Capital Gains Fee will be payable until the final termination of the Fund following the complete Realization of the Fund’s investments and the termination date will be treated as though it were a fiscal year-end for purposes of calculating and paying the final Capital Gains Fee.

(a) If the Adviser or its Affiliates or their respective officers, directors, partners, members, shareholders or employees (other than the Fund or any Subsidiary) receive any compensation in the form of directors’ fees, transaction fees, monitoring fees, financial advisory fees, investment management fees, origination fees, arrangement fees, commitment fees, broken deal fees and other fees for similar or related services and any other compensation in connection with lending or other financial transactions or investments (including, without limitation, acquisitions, dispositions, recapitalizations and restructurings), the portion of such compensation ratably attributable to investments made (or, in the case of broken deal fees, proposed) either directly by the Fund or indirectly through a Subsidiary will be paid to the Fund (or such Subsidiary, as applicable) or applied as an offset to the Management Fee, in the discretion of the Adviser.

(b) Any fees received by the Adviser or its Affiliates in connection with or arising from providing administrative, collateral management or similar or related services in respect of lending or other financial transactions or investments will be retained by the Adviser and will not be paid to the Fund or applied as an offset to the Management Fee, it being understood that, in the event that any expenses incurred by the Adviser or its Affiliates in connection with the provision of the foregoing services are charged to the Fund (or a Subsidiary) as a Fund expense, the portion of such compensation ratably attributable to such expenses will be paid to the Fund.

(a) The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments, including, but not limited to, the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

(b) The Adviser further covenants that it will maintain its registration as an investment adviser under the Advisers Act at all times that the Adviser is required by applicable law or regulation to be registered.

The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay any broker-dealer or other member of a national securities exchange (a “Broker-Dealer”) an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as overall cost of the transaction (including the applicable brokerage commission or dealer spread); the size and type of the transaction; the nature of the market for the financial instrument; execution capability, speed and efficiency; market intelligence regarding the transaction; the extent to which the Broker-Dealer makes a market in the financial instrument involved or has access to such markets; the Broker-Dealer’s financial stability; the Broker-Dealer’s reputation for diligence, fairness and integrity; quality of service rendered by the Broker-Dealer in other transactions for the Adviser; confidentiality considerations; the quality and usefulness of research services and investment ideas presented by the Broker-Dealer; the Broker-Dealer’s willingness to correct errors; the Broker-Dealer’s ability to accommodate any special execution or order handling requirements in connection with any particular transaction; and other factors deemed appropriate by the Adviser.

The services of the Adviser to the Fund are not exclusive, and the Adviser and each of its Affiliates may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Fund, and nothing in this Agreement shall limit or restrict the right of any member, manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Fund’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Fund, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees/directors, officers, employees and/or shareholders of the Fund are or may become interested in the Adviser and its Affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, shareholders, members and managers of the Adviser and its Affiliates are or may become similarly interested in the Fund as shareholders or otherwise.

If any person who is a member, manager, partner, officer or employee of the Adviser, the Administrator or any of their Affiliates is or becomes a trustee/director, officer and/or employee of the Fund and acts as such in any business of the Fund, then such member, manager, partner, officer and/or employee of the Adviser, the Administrator or any of their Affiliates shall be deemed to be acting in such capacity solely for the Fund, and not as a member, manager, partner, officer or employee of the Adviser, the Administrator or any of their Affiliates or under the control or direction of the Adviser, the Administrator or any of their Affiliates, even if paid by the Adviser, the Administrator or any of their Affiliates.

(a) To the fullest extent permitted by law and subject to and pursuant to Section 10(f) herein, none of the Adviser, its Affiliates, and their respective directors, officers, partners, members, shareholders, “controlling persons” (as defined under the Investment Company Act), employees, agents, consultants and representatives (collectively, the “Covered Persons”) will be liable to the Fund except for any act or failure to act that constitutes a violation of the antifraud provisions of any U.S. federal securities law, as finally determined by a court of competent jurisdiction. Notwithstanding anything to the contrary in this Section 10 (except as provided in Section 10(f)), any Covered Person may consult with legal counsel and accountants in respect of Fund affairs and shall be fully protected and justified in taking or refraining from any action in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants selected in good faith for purposes of exculpation and indemnification contemplated herein (irrespective of any judicial determination regarding the conduct of such Covered Person).

(b) To the fullest extent permitted by law and subject to and pursuant to Section 10(f) herein, the Fund shall indemnify and hold harmless the Covered Persons from and against all claims, damages, liabilities, costs and expenses, including legal fees (“Indemnifiable Items”), to which they may be or become subject by reason of their activities on behalf of the Fund, or otherwise relating to this Agreement, except (i) to the extent that such Indemnifiable Items were incurred as a result of such Covered Person’s violation of the antifraud provisions of any U.S. federal securities law, as finally determined by a court of competent jurisdiction, (ii) with respect to any Indemnifiable Items that arise out of any action, suit or proceeding solely among the Adviser and/or its Affiliates and their respective directors, officers, partners, members, shareholders and employees and (iii) to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by a tribunal of competent jurisdiction) with respect to the receipt of compensation for services to the extent the Fund elects to be regulated as a BDC under the Investment Company Act. The termination of any proceeding by settlement, judgment, order, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Covered Person’s conduct constituted a violation of the antifraud provisions of any U.S. federal securities law.

(c) Expenses (including attorneys’ fees) incurred by a Covered Person in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Fund prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person to repay the amount advanced to the extent that it shall be determined ultimately that such Covered Person is not entitled to be indemnified hereunder. The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall be extended to such Covered Person’s successors, assigns and legal representatives.

(d) Any Covered Person that is (i) appointed to serve as a manager, director or officer of the issuer of any Portfolio Investment, or is otherwise authorized to act on behalf of such issuer and (ii) entitled to seek indemnification from such issuer pursuant to a written agreement with such issuer entered into after the Initial Closing or pursuant to such issuer’s articles of incorporation, bylaws, partnership agreement, limited liability company agreement or other constitutive documents (a “Representative”) entitled to indemnification from the Fund in connection with Indemnifiable Items arising from such Representative’s activities in such capacity shall use reasonable efforts to first seek recovery under any other indemnity or any insurance policies by which such Representative is indemnified or covered (other than pursuant to terms of the operating agreements of the Adviser and its Affiliates), as the case may be, but only to the extent that the indemnitor with respect to such indemnity, or insurer with respect to such insurance policy, provides such indemnity or coverage on a timely basis. Prior to making an indemnification payment or providing advancement of expenses pursuant to this Section 10 to a Representative that is also entitled to indemnification from an issuer of a Portfolio Investment or insurance policy, the Adviser shall require such Representative to agree that it shall (x) cause the Fund to be subrogated to its rights with respect to such payment from such issuer or insurance policy, as applicable, (y) assign to the Fund all of its rights to advancement, indemnification or contribution from or with respect to such issuer or insurance policy and (z) cooperate with the Fund in its efforts to recover such payments through indemnification or otherwise.

(e) In any action, suit or proceeding against the Fund or the Covered Persons relating to or arising out of, or alleged to relate to or arise out of, any Indemnifiable Items, the Covered Persons shall have the right to jointly employ, at the expense of the Fund, counsel of the Covered Persons’ choice, which counsel shall be reasonably satisfactory to the Fund, in such action, suit or proceeding; provided that if retention of joint counsel by the Covered Persons would create a conflict of interest, each group of Covered Persons which would not cause such a conflict shall have the right to employ, at the expense of the Fund, separate counsel of the Covered Persons’ choice, which counsel shall be reasonably satisfactory to the Fund, in such action, suit or proceeding.

(f) Notwithstanding anything in this Section 10 to the contrary, nothing contained herein shall be construed so as to provide for the exculpation of the Adviser or Covered Persons for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10 to the fullest extent permitted by law. In addition, nothing contained herein shall protect or be deemed to protect the Covered Persons against or entitle or be deemed to

entitle the Covered Persons to indemnification in respect of any liability to the Fund or its security holders to which the Covered Persons would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). The provisions set forth in this Section 10 shall not be construed to limit or exclude any other right to which a Covered Person may be lawfully entitled and shall survive the termination of this Agreement.

The Fund acknowledges that it has adopted its name through the permission of the Adviser. The Adviser hereby consents to the non-exclusive use by the Fund of the name “Silver Point Private Credit Fund” only so long as the Adviser serves as the investment adviser of the Fund. The Fund agrees that it will indemnify and hold harmless the Adviser and its Affiliates from and against any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, attorneys’ fees and disbursements, which may arise out of the Fund’s use or misuse of the name “Silver Point Private Credit Fund” or out of any breach of, or failure to comply with, this Section 11. The provisions set forth in this Section 11 shall survive the termination of this Agreement.

(a) This Agreement shall become effective as of the BDC Election Date.

(b) (i) For so long as the Fund is regulated under the Investment Company Act, this Agreement shall continue in effect for two years from the date of this Agreement, and thereafter shall continue automatically for successive annual periods; provided that such continuance is specifically approved at least annually by (A) the vote of the Fund’s Board, or by the vote of a majority of the outstanding voting securities of the Fund (as defined in the Investment Company Act) and (B) the vote of a majority of the Fund’s Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act; and

(ii) For so long as the Fund is regulated under the Investment Company Act, this Agreement may be terminated at any time, without the payment of any penalty, upon sixty (60) days’ written notice, by the vote of a majority of the outstanding voting securities of the Fund. Prior to the BDC Election Date, this Agreement may be terminated at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities of the Fund following an event constituting “Cause” (as defined below). This Agreement also may be terminated at any time, without a penalty, upon sixty (60) days’ written notice by the vote of the Fund’s Board or by the Adviser. “Cause” shall mean the occurrence of any of the following: (i) the conviction of the Adviser of (x) a violation of U.S. federal securities law or (y) a felony (other than motor vehicle-related felonies), in each case, as finally determined by a court of competent jurisdiction or by a plea of guilty or nolo contendere; or (ii) the entry of a final judgment by any court of competent jurisdiction that the Adviser has committed fraud, gross negligence or willful misconduct, which, in the case of clause (ii), has a material adverse effect on the business of the Fund.

(c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act).

(d) The provisions of Sections 3, 10, and 15 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Sections 3 and 4 through the date of termination or expiration and Section 10 shall continue in force and effect and apply to the Adviser and each Covered Person as and to the extent applicable.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.  

This Agreement may be amended by the mutual consent of the parties hereto; provided that the approval of the Fund’s Independent Trustees and the majority of the outstanding voting securities of the Fund must be obtained in conformity with the requirements of the Investment Company Act.

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware. For so long as the Fund is regulated under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. To the fullest extent permitted by law, in the event of any dispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courts of the State of Delaware or (to the extent subject matter jurisdiction exists therefor) of the United States for the District of Delaware.

If it is determined by a tribunal of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

This Agreement may be executed, through the use of separate signature pages or supplemental agreements in any number of counterparts with the same effect as if the parties executing such counterparts had all executed one counterpart.

This Agreement is intended solely for the benefit of the parties hereto and, except as expressly provided to the contrary in this Agreement (including the Section 10 indemnification provisions), is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

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* * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

ANNEX A

“Affiliate” means, when used with reference to a specified Person, (i) any other Person, directly or indirectly, controlling, controlled by or under common control with such specified Person and (ii) any officer, director or partner of such specified Person. The term “control,” with respect to any Person, means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person or to influence the decision-making of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Declaration of Trust” means the Declaration of Trust of the Fund, dated September 18, 2024, as may be amended from time to time.

“Initial Closing” means October 14, 2024.

“Investment” means the investment by the Fund or a Subsidiary in any equity, debt or other financial instruments or assets of any type, whether or not such investments are privately placed, directly purchased, publicly traded, held through participations or otherwise, or issued by any company, entity, organization, government or other Person.

“Overhead Expenses” include overhead expenses of an ordinarily recurring nature such as rent, utilities, supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, employee benefits (including any costs related to the administration thereof), including insurance, payroll taxes and compensation for all employees.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Portfolio Investment” means any Investment other than a Temporary Investment.

“Realization” means, with respect to an Investment, the repayment, sale, exchange, refinancing, redemption, recapitalization (other than an exchange, refinancing or recapitalization for securities of the Person in which such investment is made or any of such Person’s Affiliates) or other disposition by the Fund of all or any portion of that Investment for cash, securities or other property.

“SP Person” means (x) the partners and the employees of Silver Point Capital, L.P. or any of its Affiliates, and their respective family members and estate planning vehicles, and (y) the Adviser and its Affiliates.

“Temporary Investment” means, pending investment in any Portfolio Investment or cash distribution, investments in (i) U.S. government and agency obligations with maturities of not more than one year from the date the investment is made or other high-grade money market instruments, (ii) commercial paper with maturities of not more than six months and having a rating assigned to such commercial paper by Standard & Poor’s Corporation or ▇▇▇▇▇’▇ Investors Service, Inc. (or, if neither such organization shall rate such commercial paper at such time, by any nationally recognized rating organization in the U.S.) equal to one of the two highest ratings assigned by such organization, it being understood that as of the date hereof, such ratings by Standard & Poor’s Corporation are “A1” and “A2” and such ratings by ▇▇▇▇▇’▇ Investors Service, Inc. are “P1” and “P2,” (iii) bank deposit accounts, (iv) money market funds, and (v) certificates of deposit.