Third Commitment Increase Request, dated as of June 15, 2022


 EXHIBIT 10.1 

EXECUTION VERSION 
 Third
Commitment Increase Request 
 June 15, 2022 

JPMorgan Chase Bank, National Association, 
 as Administrative
Agent 
 c/o JPMorgan Services Inc. 
 500 Stanton Christiana
Rd., 3rd Floor 
 Newark, Delaware 19713 
 Attention: Nicholas
Rapak 
 JPMorgan Chase Bank, National Association, 
 as
Administrative Agent 
 383 Madison Avenue 
 New York, New York
10179 
 Attention: James Greenfield 
 Email:
james.r.greenfield@jpmorgan.com 
 With a copy to: 

de_custom_business@jpmorgan.com and 

brian.m.larocca@jpmorgan.com 
 JPMorgan
Chase Bank, National Association, 
 as Lender 
 c/o JPMorgan
Services Inc. 
 500 Stanton Christiana Rd., 3rd Floor 
 Newark,
Delaware 19713 
 Attention: Nicholas Rapak 
  

	 	cc:	 U.S. Bank Trust Company, National Association, as Collateral Agent and Collateral Administrator



 Goldman Sachs Private Middle Market Credit II LLC, as Portfolio Manager 

Ladies and Gentlemen: 
 Reference is hereby
made to the Amended and Restated Loan and Security Agreement, dated as of March 5, 2021 (as amended by the First Amendment, dated as of August 17, 2021, as amended by the Second Amendment, dated as of October 29, 2021 and as amended
by the Third Amendment, dated as of February 15, 2022, the “Agreement”), among GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II SPV II LLC, as borrower (the “Company”), JPMorgan Chase Bank, National Association,
as administrative agent (in such capacity, the “Administrative Agent”), GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC, as portfolio manager (the “Portfolio Manager”), JPMorgan Chase Bank, National Association,
as lender (in such capacity, the “Lender”), U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, the “Collateral Agent”) and collateral administrator (in such capacity, the
“Collateral Administrator”), and U.S. Bank National Association, as securities intermediary (in such capacity, the “Securities Intermediary”). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings given such terms in the Agreement. 






 (A) Pursuant to the Agreement, you are hereby notified that the Company hereby makes a Commitment
Increase Request to the Administrative Agent pursuant to Section 2.05 of the Agreement (this “Third Commitment Increase Request”) and requests an increase of the Financing Commitments by an amount equal to $200,000,000.00 on
June 15, 2022 (which such date shall constitute a “Commitment Increase Date” under the Agreement). 
 (B) The
effectiveness of this Third Commitment Increase Request shall be subject to receipt by the Administrative Agent of the fee specified in Section 2.05(e) of the Agreement, which shall be in an amount equal to $1,000,000 (and no further fee shall
be payable pursuant to Section 2.05(e) of the Agreement or Section 5 of the Effective Date Letter in respect of this Third Commitment Increase Request). For purposes of Section 2.05(e) of the Agreement, the Company hereby directs the
Administrative Agent to cause proceeds of the Advance made by the Lenders on the Commitment Increase Date in an amount equal to the upfront fee set forth above to be applied to pay such upfront fee. The portion of such Advance applied to pay such
upfront fee shall be deemed to have been funded and made to the Company by the Lenders in accordance with the Agreement for all purposes and all obligations of the Lenders to make such portion of such Advance shall be satisfied thereby. 

(C) The Administrative Agent hereby acknowledges and agrees that the requirements of Section 2.05(g) of the Agreement are satisfied by the
Company’s delivery of the certifications in Clause (G) below. 
 (D) Except as expressly set forth herein, the Administrative Agent
(in its own capacity and in its capacity as agent of the Lenders) reserves all of its rights, privileges, powers and remedies under the Agreement and the other Loan Documents, as well as under applicable law (whether determined at law or in equity).
Except as specifically provided herein, the Agreement shall remain in full force and effect and the execution of this Third Commitment Increase Request shall not operate as a waiver of any violation of, or any right, privilege, power or remedy of
any party under, the Agreement or any other Loan Document; all such rights, privileges, powers and remedies are expressly reserved. The Administrative Agent’s or any Lender’s exercise or failure to exercise any rights, privileges,
powers and remedies under any of the foregoing in a particular instance shall not operate as a waiver of its right to exercise the same or different rights, privileges, powers and/or remedies in any other instance or instances. 

(E) THIS THIRD COMMITMENT INCREASE REQUEST SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

(F) This Third Commitment Increase Request may be executed in any number of counterparts by facsimile or other written form of communication,
each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. 

(G) The individual executing this Third Commitment Increase Request on behalf of the Company hereby certifies to the Administrative Agent that
(i) such individual is a duly authorized officer of the Company and has the authority to make the certifications set forth in the following clause (ii), and (ii) the conditions set forth in Section 2.05(b), (c) and (d) of the
Agreement have been satisfied in connection with this Third Commitment Increase Request. 






 
			
	Very truly yours,
	
	GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II SPV II LLC, as Company
	
	By: GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC, its designated Manager
		
	By:	 	 /s/ Tucker Greene

		 	Name: Tucker Greene
		 	Title: Managing Director








 The Administrative Agent hereby approves this Third Commitment Increase Request in accordance with the terms of
the Agreement upon satisfaction of the conditions precedent specified above. 
  

			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
		
	By:	 	 /s/ James Greenfield

		 	Name: James Greenfield
		 	Title: Executive Director
	
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
		
	By:	 	 /s/ James Greenfield

		 	Name: James Greenfield
		 	Title: Executive Director