Exhibit 10.1

 

August 8, 2014

 

TPVG Variable Funding Company LLC

TriplePoint Venture Growth BDC Corp.

2755 Sand Hill Road, Suite 150

Menlo Park, California 94025

Attention: Sajal Srivastava

 

Re:                             Receivables Financing Agreement dated as of February 21, 2014 (as amended, waived or otherwise modified from time to time prior to the date hereof, the “Agreement”) by and among TPVG Variable Funding Company LLC, as borrower (“Borrower”), TriplePoint Venture Growth BDC Corp., as collateral manager (“Collateral Manager”) and as sole equityholder, Portfolio Financial Servicing Company, as backup collateral manager (“Backup Collateral Manager”), U.S. Bank National Association, as custodian (“Custodian”), the Agents from time to time party thereto, the Lenders from time to time party thereto, and Deutsche Bank AG, New York Branch, as administrative agent (“Administrative Agent”).

 

Dear Mr. Srivastava:

 

Reference is made to the Agreement.  Capitalized terms used but not specifically defined in this letter agreement shall have the meanings provided for such terms in the Agreement.

 

The Borrower and the Collateral Manager have requested that the Required Lenders, the Agents and the Administrative Agent agree to make certain amendments as set forth in this letter agreement and such parties have reviewed this request and wish to amend the Agreement as set forth herein.  In consideration of the covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

 

1.                                      Amendments to Agreement.  As of the date of this letter agreement, the following amendments are made to the Agreement:

 

a.              The definition of “Facility Amount” in Section 1.1 of the Agreement is hereby amended by deleting “$150,000,000” where such phrase appears therein and inserting “$200,000,000” in lieu thereof.

 

b.              The table in Annex II to the Agreement is hereby amended by deleting such table in its entirety and inserting the following table in lieu thereof:

 











 

	
Lender
    	
 
    	
Commitment
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Deutsche Bank AG, New York Branch
    	
 
    	
$
    	
75,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
KeyBank Lender Finance 
    	
 
    	
$
    	
70,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
EverBank Commercial Finance, Inc. 
    	
 
    	
$
    	
35,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
AloStar Bank of Commerce
    	
 
    	
$
    	
20,000,000
    	
 
    


 

2.                                      Conditions Precedent.  This letter agreement shall become effective upon the satisfaction of the following conditions (or until such conditions are waived in writing by the Administrative Agent in its sole discretion):

 

a.              the execution and delivery of this letter agreement by each party hereto; and

 

b.              the Administrative Agent shall have received the executed legal opinion or opinions of Otterbourg P.C., counsel to the Borrower, covering authorization and enforceability of this letter agreement in form and substance acceptable to the Administrative Agent in its reasonable discretion.

 

3.                                      The Borrower shall have paid a fully earned upfront upsize fee (a) to Keybank Lender Finance, an amount equal to the dollar equivalent of (i) $20,000,000 multiplied by (ii) 0.25% and (b) to EverBank Commercial Finance, Inc., an amount equal to the dollar equivalent of (i) $10,000,000 multiplied by (ii) 0.25% (clauses (a) and (b) of this paragraph 3, the “Upsize Fees”).  Such Upsize Fees are due and payable on the date of this amendment.

 

4.                                      Agreement in Full Force and Effect.  Except as specifically amended hereby, all of the terms and conditions of the Agreement shall remain in full force and effect.

 

5.                                      Representations.  Each of the Borrower and the Collateral Manager severally represents and warrants that all acts, filings and conditions required to be done and performed and to have happened (including, without limitation, the obtaining of necessary governmental approvals) precedent to the entering into of this letter agreement and making it the duly authorized, legal, valid and binding obligation of such party, enforceable in accordance with its terms, have been done, performed and have happened in due and strict compliance with all applicable laws.

 

6.                                      Miscellaneous.

 

(a)                                 This letter agreement may be executed in any number of counterparts, each of which, taken together, shall constitute one and the same agreement.

 

(b)                                 No amendment, modification or waiver of any provision of this letter agreement shall be effective without the written agreement of each of the parties hereto.  Any waiver or 

 











 

consent shall be effective only in the specific instance and for the specific purpose for which given.

 

(c)                                  This letter agreement shall become effective upon the Administrative Agent’s receipt of executed counterparts from each of the other parties hereto.

 

(d)                                 THIS LETTER AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

 

[Signature pages follow]

 











 

	
 
    	
Very   truly yours,
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG, NEW YORK BRANCH, as Administrative Agent   and Syndication Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Cheng
    
	
 
    	
 
    	
Name:   Michael Cheng
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Amit Patel
    
	
 
    	
 
    	
Name:   Amit Patel
    
	
 
    	
 
    	
Title:   Director
    


 

Signature Page to Third Amendment to Receivables Financing Agreement

 











 

	
Accepted   and Agreed:
    	
 
    
	
 
    	
 
    
	
TPVG   VARIABLE FUNDING COMPANY LLC,
    	
 
    
	
as   Borrower
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Sajal K. Srivastava
    	
 
    
	
Name:   Sajal K. Srivastava
    	
 
    
	
Title:   President
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
TRIPLEPOINT   VENTURE GROWTH BDC CORP.,
    	
 
    
	
 individually, as Collateral Manager and as   Equityholder
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Sajal K. Srivastava
    	
 
    
	
Name:   Sajal K. Srivastava
    	
 
    
	
Title:   President
    	
 
    


 

Signature Page to Third Amendment to Receivables Financing Agreement

 











 

	
GEMINI   SECURITIZATION CORP., LLC, As Conduit Lender and as Uncommitted Lender
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   David V. DeAngelis
    	
 
    
	
Name:   David V. DeAngelis
    	
 
    
	
Title:   Vice President
    	
 
    
			


 

Signature Page to Third Amendment to Receivables Financing Agreement

 











 

	
DEUTSCHE   BANK AG, NEW YORK BRANCH,
    	
 
    
	
as   Committed Lender and Agent
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Michael Cheng
    	
 
    
	
Name:   Michael Cheng
    	
 
    
	
Title:   Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Amit Patel
    	
 
    
	
Name:   Amit Patel
    	
 
    
	
Title:   Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
KEYBANK   NATIONAL ASSOCIATION,
    	
 
    
	
as   Committed Lender and Agent
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Richard S. Andersen
    	
 
    
	
Name:   Richard S. Andersen
    	
 
    
	
Title:   Designated Signer
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
EVERBANK   COMMERCIAL FINANCE, INC., 
    	
 
    
	
as   Committed Lender and Agent
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Christopher Tucker
    	
 
    
	
Name:   Christopher Tucker
    	
 
    
	
Title:   Managing Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
ALOSTAR   BANK OF COMMERCE,
    	
 
    
	
as   Committed Lender and Agent
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Brent Layton
    	
 
    
	
Name:   Brent Layton
    	
 
    
	
Title:   Vice President
    	
 
    


 

Signature Page to Third Amendment to Receivables Financing Agreement