Exhibit 10.1
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EXECUTION VERSION
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	th Floor
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	Oaktree Capital Management, L.P.
333 South Grand Ave., 28th Floor
Los Angeles, CA 90071



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CONFIDENTIAL
May 23, 2022
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Letter Agreement re: Amendments to the Tranche C Commitment
Marinus Pharmaceuticals, Inc.
5 Radnor Corporate Center
100 Matsonford Rd, Suite 500
Radnor, PA 19087
Attn:  Steven Pfanstiel, Chief Financial Officer
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Mr. Pfanstiel:
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Reference is made to that certain Credit Agreement and Guaranty, dated as of May 11, 2021 (including the exhibits and other attachments thereto, as amended by that certain Letter Agreement re: Minimum Liquidity Amount dated May 17, 2021, by and among Marinus Pharmaceuticals, Inc. (the “Borrower”),  Oaktree Fund Administration, LLC (the “Agent”) and the Lenders (as defined below), and as further amended, restated or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Agent.  Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) are used with the meanings assigned to such terms in the Credit Agreement.
Amendment
The Agent, the Lenders and the Borrower hereby agree to amend the Credit Agreement as follows:
(a) Clause (iii) of the defined term “Commitment Termination Date” is hereby amended and restated as follows:
(iii) with respect to the Applicable Commitments of the Tranche C Term Loans, December 31, 2023;
(b) Section 2.06 of the Credit Agreement is hereby amended and restated as follows: 
2.06Commitment Fees.  The Borrower shall pay to the Administrative Agent for the account of the Lenders a commitment fee (the “Commitment Fee”) on the full amount of each Applicable Commitment (other than the Tranche A-1 Commitments and the Tranche A-2 Commitments) at a rate per annum equal to 0.75% for the period from and including the day that is 120 days after the funding of the Tranche A-2 Term Loans (or termination of the Tranche A-2 Commitments) to (but excluding) the earliest of (x) the date such Applicable Commitment terminates pursuant to Section 3.04, (y) the Applicable Funding Date and (z) in the case of the Tranche C Commitments, May 23, 2022.
Accrued Commitment Fees shall be payable on the termination date of the Applicable Commitment or the Applicable Funding Date, as the case may be.
Conditions to Effectiveness
This Agreement and the amendments set forth in the “Amendment” section shall only be effective upon: (i) the payment of accrued and unpaid Commitments Fees with respect to the Tranche C Commitment on the date hereof 



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and (ii) the execution of this Agreement by the Borrower, the Lenders and the Agent. 
Miscellaneous
On and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Loan Documents to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Agreement.
Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 
The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Agent or any of the Lenders under the Credit Agreement (as amended hereby) or any of the other Loan Documents, nor constitute a waiver of any provision thereof, except to the extent expressly provided for herein.  Nothing contained herein is intended, or shall be deemed or construed to constitute a waiver of any past or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law.  
The entering into of this Agreement by the Agent and the Lenders and any consent to this Agreement by any Lender shall not be deemed to limit or hinder any rights of any such party under the Credit Agreement (as amended hereby) or any other Loan Document, nor shall it be deemed to create or infer a custom or course of dealing between any such party, on the one hand, and the Borrower, on the other hand, with regard to any provision thereof.  Nothing contained in this Agreement shall be deemed to obligate the Agent or any Lender to enter into any forbearance agreement or to waive any Defaults or Events of Default.
The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Agent and the Lenders in connection with the preparation, execution and delivery of (i) this Agreement and (ii) any other instruments and documents to be delivered hereunder, including, without limitation, the fees and out-of-pocket expenses of Sullivan & Cromwell LLP, as outside counsel to Agent and the Lenders, with respect thereto.
This Agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
The parties agree that, until the payment in full of the Loans and the termination of the Credit Agreement, this Agreement shall be deemed a “Loan Document” as defined in the Credit Agreement.
This Agreement and any claim, controversy or dispute arising under or relating to this Agreement (whether in contract, tort or otherwise) shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York.  This Agreement and its contents shall be subject to the indemnification, jurisdiction, venue, service of process, waiver of jury trial and confidentiality provisions of the Credit Agreement, mutatis mutandis.
This Agreement may be executed in any number of counterparts, each of which, when so executed, will be deemed to be an original and all of which, taken together, will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission will be as effective as delivery of an original executed counterpart of this Agreement.

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Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this Agreement.
Very truly yours,
OAKTREE FUND ADMINISTRATION, LLC, as Agent
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By:  Oaktree Capital Management, L.P.
Its:  Managing Member
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By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
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By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President

[Signature Page to Letter Agreement]
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LENDERS:
OAKTREE-TCDRS STRATEGIC CREDIT, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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EXELON STRATEGIC CREDIT HOLDINGS, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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OAKTREE-NGP STRATEGIC CREDIT, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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[Signature Page to Letter Agreement]
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OAKTREE-MINN STRATEGIC CREDIT LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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OAKTREE-FORREST MULTI-STRATEGY, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
OAKTREE-TBMR STRATEGIC CREDIT FUND C, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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[Signature Page to Letter Agreement]
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OAKTREE-TBMR STRATEGIC CREDIT FUND F, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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OAKTREE-TBMR STRATEGIC CREDIT FUND G, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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OAKTREE-TSE 16 STRATEGIC CREDIT, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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[Signature Page to Letter Agreement]
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INPRS STRATEGIC CREDIT HOLDINGS, LLC
By:  Oaktree Capital Management, L.P.
Its:  Manager
By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Vice President
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Vice President
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Oaktree Gilead Investment Fund AIF (Delaware), L.P.
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By:  Oaktree Fund AIF Series, L.P. – Series T
Its:  General Partner
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By:  Oaktree Fund GP AIF, LLC
Its: Managing Member
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By:  Oaktree Fund GP III, L.P.
Its:  Managing Member
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By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Authorized Signatory
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Authorized Signatory
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[Signature Page to Letter Agreement]
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Oaktree PRE Life Sciences Fund, L.P.
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By:  Oaktree Pre Life Sciences Fund GP, L.P.
Its:  General Partner
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By:  Oaktree Fund GP IIA, LLC
Its:  General Partner
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By:  Oaktree Fund GP II, L.P.
Its:  Managing Member
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By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Authorized Signatory
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Authorized Signatory
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Oaktree Huntington-GCF Investment Fund (Direct Lending AIF), L.P.
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By:  Oaktree Huntington-GCF Investment Fund (Direct Lending AIF) GP, L.P.
Its:  General Partner
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By:  Oaktree Huntington-GCF Investment Fund (Direct Lending AIF) GP, L.P.
Its:  General Partner
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By:  Oaktree Fund GP III, L.P.
Its:  Managing Member
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By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Authorized Signatory
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Authorized Signatory
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[Signature Page to Letter Agreement]
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Oaktree Global Credit Plus Fund, L.P.
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By:  Oaktree Fund GP, LLC
Its:  General Partner
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By:  Oaktree Fund GP I, L.P.
Its:  Managing Member
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By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Authorized Signatory
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Authorized Signatory
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Oaktree Strategic Income II, Inc.
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By:  Oaktree Fund Advisors, LLC
Its:  Investment Advisor
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By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Authorized Signatory
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Authorized Signatory
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Oaktree Specialty Lending Corporation 
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By:  Oaktree Fund Advisors, LLC
Its:  Investment Advisor
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By:      /s/ Jessica Dombroff​ ​
     Name: Jessica Dombroff
     Title: Authorized Signatory
By:         /s/ Maria Attaar​ ​
     Name: Maria Attaar
     Title: Authorized Signatory
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[Signature Page to Letter Agreement]
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Accepted and agreed to as of the date first above written:
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MARINUS PHARMACEUTICALS, INC.
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By:       /s/ Steven Pfanstiel​ ​
     Name: Steven Pfanstiel
     Title: Chief Financial Officer

[Signature Page to Letter Agreement]
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