Material Agreement Form 8 K

Item 1.01 - Entry into a Material Definitive Agreement.

On December 20, 2024, Phillip Street Middle Market Lending Investments LLC ("SPV"), an indirectly wholly owned subsidiary of Phillip Street Middle Market Lending Fund LLC (the "Company") entered into a third amendment (the "Amendment") to its secured credit facility, dated as of February 10, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, including by the Amendment, the "Ally Credit Facility") by and among the Company, as collateral manager and transferor, Phillip Street Middle Market Lending Investment Holdings LLC, as equityholder, the SPV, as borrower, each of the lenders from time to time party thereto (the "Lenders"), Ally Bank, as administrative agent and arranger, and State Street Bank and Trust Company, as collateral custodian. The Amendment, among other things, increases the Facility Amount to $500,000,000, increases the accordion feature to $1,000,000,000 and amends certain components of the Borrowing Base, resulting in an increase to the Borrowing Base. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Amendment.

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