**Exhibit 10.1**

**Execution**

 

 

**SECOND AMENDMENT TO AMENDEDAND RESTATED REVOLVING CREDIT**

**AGREEMENT**

by and among 

**TPG SPECIALTY LENDING, INC.,**

as Borrower 

**DEUTSCHE BANK TRUST COMPANY AMERICAS,**

as Administrative Agent 

and 

**LENDERS NAMED HEREIN**

as Lenders 

Dated as of: May 7, 2013 

 

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this“Second Amendment”) is entered into as of May 7, 2013, by and among TPG SPECIALTY LENDING, INC., a Delaware corporation (“Borrower”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (in its individual capacity,“Deutsche Bank”), as a Lender, as a Letter of Credit Issuer, as Administrative Agent for Lenders and Letter of Credit Issuer, and each of the other lending institutions that becomes a Lender under the Credit Agreement. 

**Recitals**

WHEREAS, Borrower, Lenders party thereto and Deutsche Bank, as a Lender, Letter of Credit Issuer and Administrative Agent, entered into an Amended and Restated Revolving Credit Agreement, dated as ofDecember 22, 2011, as previously amended pursuant to the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of October 31, 2012 (as same may be amended, supplemented, renewed, extended, replaced, or restated fromtime to time, the “Credit Agreement”), pursuant to which Lenders committed to make Loans to Borrower and to participate in Letters of Credit issued for the account of Borrower pursuant to the terms thereof; and 

WHEREAS, Borrower has requested that certain terms of the Credit Agreement be amended, and Lenders have consented thereto, pursuant tothe terms and conditions hereof; and 

WHEREAS, terms used in this Second Amendment which are defined in the Credit Agreementshall have the meanings specified therein, as applicable (unless otherwise defined herein). 

NOW, THEREFORE, for good andvaluable consideration, the parties hereto hereby agree as follows: 

Section 1. Amendment to Revolving CreditAgreement. Borrower, Lenders, Letter of Credit Issuer and Administrative Agent hereby amend the Credit Agreement, as of the date hereof, as follows: 

(a) Section 1.1 of the Credit Agreement is hereby amended to delete the definitions of “Borrowing Base”, “Permitted Other Indebtedness” and “UnsecuredRecourse Indebtedness” and replace them with the following: 

“Borrowing Base” means, at the date ofdetermination, an amount equal to (a) for all Eligible Investors, the product of (i) the Unused Capital Commitment of each Eligible Investor minus such Eligible Investor’s Excess Concentration, times (ii) theApplicable Eligible Investor Advance Rate; plus (b) for all Designated Eligible Investors, the product of (i) the Unused Capital Commitment of each Designated Eligible Investor minus such Designated Eligible Investor’sExcess Concentration, times (ii) the Applicable Designated Eligible Investor Advance Rate; minus (c) (i) the outstanding amount of Unsecured Recourse Indebtedness in excess of $50,000,000, and (ii) the aggregateSwap Termination Value of all Swap Contracts included in Unsecured Recourse Indebtedness in excess of 

$15,000,000. For purposes of calculating the exclusions from the Borrowing Base described in subsection (c) hereof, any such exclusions shall not be counted more than once. 

“Permitted Other Indebtedness” means (a) Unsecured Recourse Indebtedness; provided that any amount thereof inexcess of $50,000,000 is subtracted from the Borrowing Base and provided further the aggregate Swap Termination Value of all Swap Contracts included in Unsecured Recourse Indebtedness in excess of $15,000,000 is subtracted from the BorrowingBase, (b) Fully Secured Indebtedness, (c) Financing Indebtedness and (d) Non-Recourse Indebtedness. For purposes of calculating the exclusions from the Borrowing Base described in subsection (a) hereof, any such exclusions shallnot be counted more than once. 

“Unsecured Recourse Indebtedness” means Indebtedness of Borrower that is notFully Secured Indebtedness which is Recourse Indebtedness and has a maturity or termination date not earlier than the Stated Maturity Date; provided, however, for purposes of this definition, a Swap Contract may have a termination date thatis earlier than the Stated Maturity Date. 

Section 2. Representations and Warranties. The Borrower hereby(i) confirms and reaffirms that the representations and warranties contained in the Credit Agreement and the other Loan Documents, to the extent applicable to Borrower, are true and correct in all material respects as of the Second AmendmentDate, except to the extent that they relate to a particular date, in which case they are true and correct in all material respects on and as of such date as if made on and as of such date, (ii) confirms that, after taking into account thisSecond Amendment, there exists no Event of Default or, to Borrower’s knowledge, no event, which with the giving of notice or lapse of time or both, would become an Event of Default, under the Credit Agreement, and (iii) represents andwarrants that Borrower has the power and requisite authority to execute, deliver, and perform its obligations under this Second Amendment and is duly authorized to, and has taken all action necessary to authorize it to execute, deliver, and performits respective obligations under this Second Amendment. 

Section 3. Conditions Precedent. This Second Amendmentshall become effective on the date hereof, subject to the Administrative Agent receiving this Second Amendment duly executed and delivered by the Borrower and the other parties hereto. 

Section 4. Agreements in Full Force and Effect as Amended. Except as specifically amended hereby, all of the terms andconditions of the Credit Agreement and all other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed by Borrower. All references to the Credit Agreement in any other document or instrument shall be deemed tomean the Credit Agreement as amended by this Second Amendment. This Second Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document, but shall constitute an amendment thereof. 

Section 5. Fees and Expenses. In accordance with Section 9.6 of the Credit Agreement, Borrower agrees to payAdministrative Agent all reasonable and documented out-of-pocket expenses incurred by Administrative Agent, including, without limitation, reasonable and documented legal fees, in connection with preparing, executing, delivering and administeringthis Second Amendment. 

 
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Section 6. Counterparts. This Second Amendment may be executed in severalcounterparts, each of which shall be an original. The several counterparts shall constitute a single agreement. Receipt by telecopy or any other means of electronic communication of any executed signature page to this Second Amendment shall beeffective as delivery of a manually executed counterpart of this Second Amendment. 

Section 7. Governing Law. ThisSecond Amendment shall be governed by the laws of the State of New York as provided in the Credit Agreement and Borrower further agrees to submit to the jurisdiction of New York as provided therein. 

**[Remainder of Page Intentionally Left Blank**

**Signature Page Follows.]**

 
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by theirduly authorized officers as of the date set forth above. 

 
**TPG SPECIALTY LENDING, INC.**By: 
 
Name: Title: **DEUTSCHE BANK TRUST COMPANY AMERICAS,** as Administrative Agent, Letter of Credit Issuer and as LenderBy: 
 
Name: Title: By: 
 
Name: Title: **WELLS FARGO CAPITAL FINANCE, LLC,** as a LenderBy: 
 
Name: Title: 
 
SIGNATURE PAGETO SECOND AMENDMENT 

DB/TPG Specialty Lending Inc