EX-4.2





 Exhibit 4.2 

EXECUTION VERSION 

SECOND SUPPLEMENTAL INDENTURE 

between 
 TPG SPECIALTY LENDING,
INC. 
 and 
 WELLS FARGO BANK,
NATIONAL ASSOCIATION, 
 as Trustee 

Dated as of November 1, 2019 
  

 
 SECOND SUPPLEMENTAL INDENTURE 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 1, 2019, between TPG Specialty
Lending, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined
below) unless otherwise defined herein. 
 RECITALS OF THE COMPANY 

The Company and the Trustee executed and delivered an Indenture, dated as of January 22, 2018 (the “Base Indenture” and, as
supplemented by this Second Supplemental Indenture, collectively, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the
“Securities”), to be issued in one or more series as provided in the Indenture. 
 The Company desires to issue and sell
$300,000,000 aggregate principal amount of the Company’s 3.875% Notes due 2024 (the “Notes”). 
 The Company previously
entered into the First Supplemental Indenture, dated as of January 22, 2018 (the “First Supplemental Indenture”), which supplemented the Base Indenture. The First Supplemental Indenture is not applicable to the Notes. 

Sections 9.01(v) and 9.01(vii) of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under
the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the
provisions of the Indenture when there is no Security Outstanding of any series created prior to the execution of a supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of
any series as permitted by Section 2.01 and Section 3.01 of the Base Indenture. 
 The Company desires to establish the form and
terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future
Supplemental Indenture”)). 

  
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 The Company has duly authorized the execution and delivery of this Second Supplemental
Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Second Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance
with its terms, have been done and performed. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows: 
 ARTICLE I TERMS OF THE NOTES 

Section 1.01. Terms of the Notes. The following terms relating to the Notes are hereby established: 

(a) The Notes shall constitute a series of Securities having the title “3.875% Notes due 2024” and shall be designated as Senior
Securities under the Indenture. The Notes shall bear a CUSIP number of 87265K AF9 and an ISIN number of US87265KAF93. 
 (b) The aggregate
principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections
3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be $300,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of
the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity, CUSIP number and other terms as the Notes; provided that such Additional Notes must
either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal
income tax purposes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires. 

(c) The entire Outstanding principal amount of the Notes shall be payable on November 1, 2024, unless earlier redeemed or repurchased in
accordance with the provisions of this Second Supplemental Indenture. 
 (d) The rate at which the Notes shall bear interest shall be 3.875%
per annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be November 1, 2019, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest
Payment Dates for the Notes shall be May 1 and November 1 of each year, commencing May 1, 2020 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next
succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including
November 1, 2019 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an
Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose
name the Note (or one or more predecessor Notes) is registered at 5:00 p.m. New York City time (the “close of business”) on the Regular Record Date for such interest, which shall be April 15 and October 15 (whether or not a
Business Day), as the case may be, immediately preceding such Interest Payment Date. Payment of principal of (and premium, if any) and any such 

  
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interest on the Notes will be made at the Corporate Trust Office of the Paying Agent, which shall initially be the Trustee, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided, however, that in the case of Notes that are not in global form, at the option of the Company, payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

 (e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the
Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Second Supplemental Indenture. Each Global Note shall represent the Outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with
Sections 2.03 and 3.05 of the Base Indenture. 
 (f) The depositary for such Global Notes shall be the Depositary Custodian. The Security
Registrar with respect to the Global Notes shall be the Trustee. 
 (g) The Notes shall be defeasible pursuant to Section 14.02 or
Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.07 and 10.08 of the Indenture. 

(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows: 

(i) The Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price
equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date: 
  

	 	(a)	 100% of the principal amount of the Notes to be redeemed, or 



 

	 	(b)	 the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of
accrued and unpaid interest to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 40 basis points; 


 provided, however,
that if the Company redeems any Notes on or after October 1, 2024, the Redemption Price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the
date of redemption. 
 For purposes of calculating the Redemption Price in connection with the redemption of the Notes, on any Redemption
Date, the following terms have the meanings set forth below: 
 “Treasury Rate” means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the
redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the
Company. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the


  
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Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary
financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed. 

“Comparable Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Quotation Agent” means a Reference Treasury Dealer selected by the Company. 

“Reference Treasury Dealer” means (1) BofA Securities, Inc. or its affiliates which are primary U.S. government securities
dealers in the United States (a “Primary Treasury Dealer”) and their respective successors; provided, however, that if the foregoing or its affiliates shall cease to be a Primary Treasury Dealer, the Company shall select
another Primary Treasury Dealer, and (2) three other Primary Treasury Dealers selected by the Company. 
 “Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date. 

All determinations made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will
be final and binding absent manifest error. 
 (ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid
or by overnight courier guaranteeing next-day delivery, or sent electronically in accordance with Applicable Procedures with respect to Notes in global form, to each Holder of the Notes to be redeemed, not
less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the
Base Indenture. If the Redemption Price is not known at the time such notice is to be given, the actual Redemption Price, calculated as described in the terms of the Notes, will be set forth in an Officers’ Certificate of the Company delivered
to the Trustee no later than two Business Days prior to the Redemption Date. 
 (iii) Any exercise of the Company’s option to redeem
the Notes will be done in compliance with the Investment Company Act, to the extent applicable. 
 (iv) If the Company elects to redeem only
a portion of the Notes, the particular Notes to be redeemed will be selected by the Trustee in accordance with the applicable procedures of the Depositary and in accordance with the Investment Company Act; provided, however, that no
such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. 
 (v) Unless the
Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder. 

(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture. 

  
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 (j) The Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000
in excess thereof. 
 (k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity other than in
accordance with Article Thirteen of the Indenture. 
 ARTICLE II 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 2.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other
series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the following defined terms to Section 1.01 of the Base Indenture in appropriate
alphabetical sequence, as follows: 
 “Below Investment Grade Rating Event” means the Notes are downgraded below Investment
Grade by all three Rating Agencies on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of the
occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event
otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of
Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing that the reduction was the
result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below
Investment Grade Rating Event). 
 “Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a
series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the
Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale,
lease, transfer, conveyance or disposition; 
 (2) the consummation of any transaction (including, without limitation, any merger or 

consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the
Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares; or 
 (3)
the approval by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the Company. 

“Change of Control Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.


  
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 “Depositary” means, with respect to each Note in global form, The
Depository Trust Company, until a successor shall have been appointed and becomes such person, and thereafter, Depositary shall mean or include such successor. 

“Fitch” means Fitch Ratings, Inc., also known as Fitch Ratings, or any successor thereto. 

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under
any successor rating categories of Fitch), BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) and Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the
Company as a replacement Rating Agency). 
 “Moody’s” means Moody’s Investor Service, or any successor thereto.

 “Permitted Holders” means (i) the Company, (ii) one or more of the Company’s Controlled Subsidiaries and
(iii) TSL Advisers, LLC or any Affiliate of TSL Advisers, LLC that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients. 

“Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” as defined in Section (3)(a)(62) of the
Exchange Act selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all three, as the case may be. 

“S&P” means S&P Global Ratings or any successor thereto. 

“Voting Stock” as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity
interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by
reason of the occurrence of a contingency. 
 ARTICLE III THE TRUSTEE 

Section 3.01. Neither the Trustee nor any Paying Agent shall be responsible for determining whether any Change of Control or Below
Investment Grade Rating Event has occurred and whether any Change of Control offer with respect to the Notes is required. The transferor of any Note shall provide or cause to be provided to the Trustee, upon reasonable request therefore, all
information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. In connection with any proposed
exchange of a certificated Note for a Global Note, there shall be provided to the Trustee, upon reasonable request therefore, all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without
limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. 

  
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 ARTICLE IV 

COVENANTS 
 Section 4.01.
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall
be amended by replacing Section 10.07 with the following: 
 “Section 10.07.
Section 18(a)(1)(A) of the Investment Company Act. 
 The Company hereby agrees that for the period
of time during which Securities are Outstanding, the Company will not violate, whether or not it is subject thereto, Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions thereto of the
Investment Company Act, but giving effect, in either case, to any exemptive relief granted to the Company by the Commission.” 
 ARTICLE
V 
 OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT 

Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Indenture, whether now or hereafter issued and Outstanding, Article Thirteen of the Base Indenture shall be amended by replacing Sections 13.01 to 13.05 thereto with the following: 

“Section 13.01 Change of Control. 

If a Change of Control Repurchase Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company
shall make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount thereabove) of that Holder’s Notes at a repurchase price in cash equal to 100%
of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to
any Change of Control, but after the public announcement of the Change of Control, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions that constitute or may constitute the Change of Control
Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of
consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. 

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. 

To the extent that the provisions of any securities laws or regulations conflict with this Section 13.01, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 13.01 by virtue of such conflict. 

On the Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the Investment
Company Act, the Company shall, to the extent lawful: 
 (1) accept for payment all Notes or portions of Notes properly tendered pursuant to
its offer; 
 (2) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes
properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’
Certificate stating the aggregate principal amount of Notes being purchased by the Company. 

  
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 The Paying Agent will promptly remit to each Holder of Notes properly tendered the purchase
price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each
new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 
 If any Repayment Date upon
a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment. 

The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an
offer in respect of the Notes in the manner, at the time and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.” 

ARTICLE VI 
 MISCELLANEOUS 

Section 6.01. This Second Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the
State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be
part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of the Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act, the imposed duties
will control. 
 Section 6.02. In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 6.03. This Second Supplemental Indenture may be executed in any number of counterparts, each of which will be an original, but
such counterparts will together constitute but one and the same Second Supplemental Indenture. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall
constitute effective execution and delivery of this Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original
signatures for all purposes. 
 Section 6.04. The Base Indenture, as supplemented and amended by this Second Supplemental Indenture, is
in all respects ratified and confirmed, and the Base Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included in this Second Supplemental
Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Second Supplemental Indenture, and
agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Second Supplemental Indenture. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers, and
duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. 

Section 6.05. The provisions of this Second Supplemental Indenture shall become effective as of the date hereof. 

  
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 Section 6.06. Notwithstanding anything else to the contrary herein, the terms and
provisions of this Second Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture and this Second Supplemental Indenture shall not and does not otherwise affect, modify, alter,
supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding. 

Section 6.07. The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Second Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee
represents that it is duly authorized to execute and deliver this Second Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application
by the Company of the Notes or any Additional Notes or the proceeds thereof. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the date first above written. 
  

			
	TPG SPECIALTY LENDING, INC.
	
	By: /s/ Ian T. Simmonds                            
	Name: Ian T. Simmonds
	Title: Chief Financial Officer


  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as

Trustee

	
	By: /s/ Stefan
Victory                                
	Name: Stefan Victory
	Title:   Vice President



  
 [Signature Page to Second
Supplemental Indenture] 













 Exhibit A – Form of Global Note 

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST
COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 Unless this certificate is presented by
an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment and such certificate issued in exchange for this certificate is registered in the name of Cede & Co.,
or such other name as requested by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful, as the registered owner hereof, Cede & Co.,
has an interest herein. 
 TPG Specialty Lending, Inc. 
  

					
	No.        	 		 	Initially $                        
		 		 	CUSIP No. 87265K AF9
		 		 	ISIN No. US87265KAF93

 3.875% Notes due 2024 

TPG Specialty Lending, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
                         (U.S.
$                        ), or such other principal sum as shall be set forth in the Schedule of Increases or Decreases
attached hereto, on November 1, 2024, and to pay interest thereon from November 1, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 1 and November 1 of
each year, commencing May 1, 2020, at the rate of 3.875% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security is registered at 5:00 p.m. New York City time (the “close of business”) on the Regular Record Date for such interest, which shall be April 15 and
October 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series. 

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office of the
Paying Agent, which shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 












 Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated:                         
                         
  

			
	TPG SPECIALTY LENDING, INC.
	
	By:
                                         
                       
	       Name:
	       Title:



  
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 This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 

Dated:                         
                         
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

	
	By:
                                         
                       
	       Authorized Signatory



  
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 [BACK OF NOTE] 

TPG Specialty Lending, Inc. 

3.875% Notes due 2024 
 This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of January 22, 2018 (herein called the “Base
Indenture”, which term shall have the meaning assigned to it in such 
 instrument), between the Company and Wells Fargo Bank, National
Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Second Supplemental Indenture,
relating to the Securities, dated as of November 1, 2019, by and between the Company and the Trustee (herein called the “Second Supplemental Indenture”; and together with the Base Indenture, the “Indenture”). In the event of
any conflict between the Base Indenture and the Second Supplemental Indenture, the Second Supplemental Indenture shall govern and control. 

This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to
$                    . Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the
Company may from time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity, CUSIP
number and other terms as the Securities, provided that such Additional Securities must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original
issue discount, or otherwise (ii) be part of the same issue as the Securities for U.S. federal income tax purposes. Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to
the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of Outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. 
 The Securities of this series are subject to redemption in whole or in part at any time or from time to time,
at the option of the Company, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date: 

(a) 100% of the principal amount of the Securities to be redeemed, or 

(b) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to
the Redemption Date) on the Securities to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) using the applicable Treasury Rate plus 40 basis points; 
 provided, however, that if the Company redeems any Securities on or after
October 1, 2024, the Redemption Price for the Securities will be equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. 

For purposes of calculating the Redemption Price in connection with the redemption of the Securities, on any Redemption Date, the following
terms have the meanings set forth below: 

  
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 “Treasury Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the redemption),
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the Company.

 “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities being redeemed. 
 “Comparable Treasury Price” means (1) the average of the
remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations. 
 “Quotation Agent” means a Reference Treasury Dealer selected by the Company.

 “Reference Treasury Dealer” means (1) BofA Securities, Inc. or its affiliates which are primary U.S. government securities
dealers in the United States (a “Primary Treasury Dealer”) and their respective successors; provided, however, that if the foregoing or its affiliates shall cease to be a Primary Treasury Dealer, the Company shall select another Primary
Treasury Dealer, and (2) three other Primary Treasury Dealers selected by the Company. 
 “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date. 

All determinations made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will
be final and binding absent manifest error. 
 Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by
overnight courier guaranteeing next-day delivery, or sent electronically in accordance with Applicable Procedures with respect to Notes in global form, to each Holder of the Securities to be redeemed, not less
than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the
Base Indenture. 
 Any exercise of the Company’s option to redeem the Securities will be done in compliance with the Investment Company
Act, to the extent applicable. 
 If the Company elects to redeem only a portion of the Securities, the particular Securities to be redeemed
will be selected by the Trustee in accordance with the applicable procedures of the Depositary and in accordance with the Investment Company Act. In the event of redemption of this Security in part only, a new Security or Securities of this series
and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a
Security not redeemed to less than $2,000. 

  
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 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on the Securities called for redemption. 
 Holders will have the right to require the Company to
repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set forth in the Indenture. 
 The Indenture
contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the
Indenture. 
 If an Event of Default with respect to Securities of this series shall occur and be continuing (other than Events of Default
related to certain events of bankruptcy, insolvency or reorganization as set forth in the Indenture), the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. In the
case of certain events of bankruptcy, insolvency or reorganization described in the Indenture, 100% of the principal of and accrued and unpaid interest on the Securities will automatically become due and payable. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not
have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for ninety (90) days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer 

  
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at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of
this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 To the extent any provision of this Security
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 The Indenture
and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

(I) or (we) assign and transfer this Note to:           
                                         
                                         
                                         
            

                        
                                    (INSERT
ASSIGNEE’S LEGAL NAME) 
  

                          
                                         
                                         
                                         
                                         
                         

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

                          
                                         
                                         
                                         
                                         
                         
  

                          
                                         
                                         
                                         
                                         
                         
  

                          
                                         
                                         
                                         
                                         
                         
  

                          
                                         
                                         
                                         
                                         
                         

(Print or type assignee’s name, address and zip code) 

and irrevocably appoint                    
                                         
                                         
                                         
                                  

to transfer this Note on the books of the Company. The agent may substitute another to act for him. 

Date:                      

Your Signature:
                                         
                                         
                               

(Sign exactly as your name appears on the face of this
Note)                                        
     
 Signature Guarantee*:
                                         
            
  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 13.01 of the Indenture, check the box below: 

☐  Section 13.01 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 13.01 of the Indenture, state the amount
you elect to have purchased: 

$                       
                          

Date:
                                     

 

			
	Your Signature:                                 
                                         
                       
	                                (Sign exactly 
as your name appears on the face of this Note)
	
	Tax Identification No.:                              
                                         
               


 Signature Guarantee*:
                                         
            
  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
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 SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE 

The Initial principal amount of this Global Note is
$                                 . The following increases and decreases to this
Global Note have been made: 
  

									
	Date of Increase or
Decrease	  	 Amount of Decrease in
Principal Amount at
Maturity

of this Global Note
	  	 Amount of Increase in
Principal Amount at
Maturity

of this Global Note
	  	 Principal Amount at
Maturity

of this Global Note
Following such
decrease (or increase)
	  	 Signature of
Authorized Signatory
of Trustee or DTC

Custodian



  
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