Exhibit 10.9

   

  

  EXPENSE
      SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

   

  This
      Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 13th day of May, 2021,
      by and between Barings Private Credit Corporation, a Maryland corporation (the “Fund”), and Barings LLC, a
      Delaware limited liability company (the “Adviser”).

   

  WHEREAS,
      the Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development
      company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

   

  WHEREAS,
      the Fund has retained the Adviser to furnish investment advisory services to the Fund on the terms and conditions set forth in
      the investment advisory agreement, dated May 13, 2021, entered between the Fund and the Adviser, as may be amended or restated
      (the “Investment Advisory Agreement”);

   

  WHEREAS,
      the Fund and the Adviser have determined that it is appropriate and in the best interests of the Fund that the Adviser may elect
      to pay a portion of the Fund’s expenses from time to time, which the Fund will be obligated to reimburse to the Adviser
      at a later date if certain conditions are met.

   

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

   

  1.           Adviser
        Expense Payments to the Fund

   

  (a)       At
      such times as the Adviser determines, the Adviser may elect to pay certain expenses of the Fund on the Fund’s behalf (each
      such payment, an “Expense Payment”). In making an Expense Payment, the Adviser will designate, as it deems
      necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses);
      provided that no portion of an Expense Payment will be used to pay any interest expense or distribution and/or servicing fees,
      if applicable, of the Fund.

   

  (b)       The
      Fund’s right to receive an Expense Payment shall be an asset of the Fund upon the Adviser committing in writing to pay the
      Expense Payment pursuant to a notice substantially in the form of Appendix A. Any Expense Payment that the Adviser has
      committed to pay shall be paid by the Adviser to the Fund in any combination of cash or other immediately available funds no later
      than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Fund to the Adviser
      or its affiliates.

   

  2.           Reimbursement
        of Expense Payments by the Fund

   

  (a)       Following
      any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the
      Fund’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the
      amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Fund shall pay such Excess
      Operating Funds, or a portion thereof in accordance with Section 2(b), as applicable, to the Adviser until such time as all Expense
      Payments made by the Adviser to the Fund within three years prior to the last business day of such calendar quarter have been
      reimbursed. Any payments required to be made by the Fund pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement
        Payment.” For purposes of this Agreement, “Available Operating Funds” means the sum of (i) the Fund’s
      net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the
      Fund’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii)
      dividends and other distributions paid to the Fund on account of investments in portfolio companies (to the extent such amounts
      listed in clause (iii) are not included under clauses (i) and (ii) above).

  
     

    
      

    

  

  
   

  (b)       The
      amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such
      quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Fund within three years prior to the
      last business day of such calendar quarter that have not been previously reimbursed by the Fund to the Adviser; provided that
      the Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in
      which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms
      of this Agreement.

   

  (c)       The
      Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund on the last business
      day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the
      applicable quarter. In connection with any Reimbursement Payment, the Fund may deliver a notice substantially in the form of Appendix
        A. The Reimbursement Payment for any calendar quarter shall be paid by the Fund to the Adviser in any combination of cash
      or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five
      days after the end of such calendar quarter.

   

  (d)       All
      Reimbursement Payments hereunder shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Adviser to
      the Fund within three years prior to the last business day of the calendar quarter in which such Reimbursement Payment obligation
      is accrued.

   

  3.            Termination
        and Survival

   

  (a)       This
      Agreement shall become effective as of the date of this Agreement.

   

  (b)       This
      Agreement may be terminated, without the payment of any penalty, by the Fund or the Adviser at any time, with or without notice.

   

  (c)       This
      Agreement shall automatically terminate in the event of (i) the termination by the Fund of the Investment Advisory Agreement;
      (ii) the board of directors of the Fund makes a determination to dissolve or liquidate the Fund; or (iii) upon a quotation or
      listing of the Fund’s securities on a national securities exchange (including through an initial public offering) or a sale
      of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which
      the Fund’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate
      thereof.

  
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  (d)       Sections
      3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2
      of this Agreement shall survive any termination of this Agreement with respect to any Expense Payments that have not been reimbursed
      by the Fund to the Adviser.

   

  4.           Miscellaneous

   

  (a)       The
      captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise
      affect their construction or effect.

   

  (b)       This
      Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with
      respect to the subject matter hereof.

   

  (c)       Notwithstanding
      the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with
      the laws of the State of North Carolina.

   

  (d)       If
      any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of
      this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

   

  (e)       The
      Fund shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent
      of the Adviser.

   

  (f)       This
      Agreement may be amended in writing by mutual consent of the parties. This Agreement may be executed by the parties on any number
      of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall
      be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

   

  [Remainder
      of page intentionally left blank.]

   

  
    3 

    
      

    

  

  IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the
      date first written above.

   

  BARINGS
        PRIVATE CREDIT CORPORATION 

  

  

  	By:	/s/ Jonathan Landsberg	 
	Name: Jonathan Landsberg	 
	Title: Chief Financial Officer	 


   

  

      BARINGS LLC

   

  

  	By:	/s/ Jon Bock	 
	Name: Jon Bock	 
	Title: Managing Director	 


  

   

  [Signature
        Page to Expense Support and Conditional Reimbursement Agreement]

   

  
     

    
      

    

  

  Appendix
      A

      

      Form of Notice of Expense Payment or Reimbursement Payment

   

  ☐
      Expense Payment

   

  

  	Expense Payment Effective Date:	 


  

    Expense Payment Amount:

   

  

  	 	Organizational Expense:	 
	 	 	 


  	 	Offering Expense:	 
	 	 	 


  	 	Management Fee:	 
	 	 	 


  	 	Incentive Fee:	 
	 	 	 


  	 	Other:	 
	 	 	 


  	 	Total:	 


  

   

  All
      Expense Payments are subject to reimbursement pursuant to the terms of the Agreement.

   

  ☐
      Reimbursement Payment

   

  	Reimbursement Payment Effective Date:	 


   

  Reimbursement
      Payment Amount:

   

  

  

  	 	Organizational Expense:	 
	 	 	 


  	 	Offering Expense:	 
	 	 	 


  	 	Management Fee:	 
	 	 	 


  	 	Incentive Fee:	 
	 	 	 


  	 	Other:	 
	 	 	 


  	 	Total: