exv10w2






Exhibit 10.2




FORM OF ADMINISTRATION AGREEMENT




ADMINISTRATION AGREEMENT



BETWEEN



TPG SPECIALTY LENDING, INC.



AND



TSL ADVISERS, LLC



     This Agreement (“Agreement”) is made as of [MONTH] __, 2011 by and between TPG
SPECIALTY LENDING, INC. a Delaware corporation (the “Company”), and TSL ADVISERS, LLC, a
Delaware limited liability company (the “Administrator”).



     WHEREAS, the Company is a closed-end management investment fund that intends to elect to be
treated as a business development company (“BDC”) under the Investment Company Act of 1940
(the “Investment Company Act”);



     WHEREAS, the Company desires to retain the Administrator to provide administrative services to
the Company in the manner and on the terms hereinafter set forth; and



     WHEREAS, the Administrator is willing to provide administrative services to the Company on the
terms and conditions hereafter set forth;



     NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and
for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Company and the Administrator hereby agree as follows:



1. Duties of the Administrator




          (a) Employment of Administrator. The Company hereby employs the Administrator to act
as administrator of the Company, and to furnish, or arrange for others to furnish, the
administrative services, personnel and facilities described below, subject to review by and the
overall control of the Board of Directors of the Company (the “Board”), for the period and
on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such
employment and agrees during such period to render, or arrange for the rendering of, such services
and to assume the obligations herein set forth subject to the reimbursement of costs and expenses
provided for below. The Administrator and such others shall for all purposes herein be deemed to
be independent contractors and shall, unless otherwise expressly provided or authorized herein,
have no authority to act for or represent the Company in any way or otherwise be deemed agents of
the Company.







 









 








          (b) Services. The Administrator shall perform (or oversee, or arrange for, the
performance of) the administrative services necessary for the operation of the Company. Without
limiting the generality of the foregoing, the Administrator shall provide the Company with office
facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and
such other services as the Administrator, subject to review by the Board, shall from time to time
determine to be necessary or useful to perform its obligations under this Agreement. The
Administrator shall also, on behalf of the Company, conduct relations with custodians,
depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents,
accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks
and such other persons in any such other capacity deemed to be necessary or desirable. The
Administrator shall make reports to the Board of its performance of obligations hereunder and
furnish advice and recommendations with respect to such other aspects of the business and affairs
of the Company as it shall determine to be desirable; provided that nothing herein shall be
construed to require the Administrator to, and the Administrator shall not, in its capacity as
Administrator pursuant to this Agreement, provide any advice or recommendation relating to the
securities and other assets that the Company should purchase, retain or sell or any other
investment advisory services to the Company. The Administrator shall be responsible for the
financial and other records that the Company is required to maintain and shall prepare, print and
disseminate reports to stockholders, and reports and other materials filed with the Securities and
Exchange Commission (the “SEC”). The Administrator will provide on the Company’s behalf
significant managerial assistance to those portfolio companies to which the Company is required to
provide such assistance. In addition, the Administrator will assist the Company in determining and
publishing (as necessary or appropriate) the Company’s net asset value, overseeing the preparation
and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s
expenses and the performance of administrative and professional services rendered to the Company by
others.




2. Records




     The Administrator agrees to maintain and keep all books, accounts and other records of the
Company that relate to activities performed by the Administrator hereunder and will maintain and
keep such books, accounts and records in accordance with the Investment Company Act. In compliance
with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that
all records which it maintains for the Company shall at all times remain the property of the
Company, shall be readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Company pursuant to Rule
31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2
under the Investment Company Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form. The Administrator shall have the
right to retain copies of such records subject to observance of its confidentiality obligations
under this Agreement.



3. Confidentiality




     The parties hereto agree that each shall treat confidentially the terms and conditions of this
Agreement and all information provided by each party to the other regarding its business and



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operations. All confidential information provided by a party hereto, including nonpublic
personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other
party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as
may be required in carrying out this Agreement, shall not be disclosed to any third party, without
the prior consent of such providing party. The foregoing shall not be applicable to any
information that is publicly available when provided or thereafter becomes publicly available other
than through a breach of this Agreement, or that is required to be disclosed by any regulatory
authority, any authority or legal counsel of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.




4. Compensation; Allocation of Costs and Expenses




     In full consideration of the provision of the services of the Administrator, the Company shall
reimburse the Administrator for the costs and expenses incurred by the Administrator in performing
its obligations and providing personnel and facilities hereunder, it being understood and agreed
that, except as otherwise provided herein or in that certain Investment Advisory Management
Agreement, dated as of [   ], 2011 by and between the Company and the Adviser (the “Advisory
Agreement”), the Administrator shall be solely responsible for the compensation of its
investment professionals and employees and all overhead expenses of the Administrator (including
rent, office equipment and utilities). The Company will bear all costs and expenses that are
incurred in its operation, administration and transactions and not specifically assumed by the
Adviser pursuant to the Advisory Agreement. Costs and expenses to be borne by the Company include,
but are not limited to, those relating to: organizational expenses (up to an aggregate of
$1,500,000, it being understood and agreed that the Adviser shall bear all organizational expenses
of the Company in excess of such amount); calculating the Company’s net asset value (including the
cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to
third parties, including agents, consultants or other advisors, in monitoring financial and legal
affairs for the Company and in providing administrative services, monitoring the Company’s
investments and performing due diligence on its prospective portfolio companies; interest payable
on debt, if any, incurred to finance the Company’s investments; sales and purchases of the
Company’s common stock and other securities; investment advisory and management fees;
administration fees, if any, payable under this Agreement; fees payable to third parties, including
agents, consultants or other advisors, relating to, or associated with, evaluating and making
investments; transfer agent and custodial fees; federal and state registration fees; all costs of
registration and listing the Company’s shares on any securities exchange; federal, state and local
taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other
documents required by the SEC; costs of any reports, proxy statements or other notices to
stockholders, including printing and mailing costs and the costs of any stockholders’ meetings, as
well as the compensation of an investor relations professional responsible for the coordination and
administration of the foregoing; the Company’s allocable portion of the fidelity bond, directors
and officers/errors and omissions liability insurance, and any other insurance premiums; direct
costs and expenses of administration, including printing, mailing, long distance telephone,
copying, secretarial and other staff, independent auditors and outside legal costs; compensation of
other professionals (including employees of the Administrator) devoted to preparing the Company’s
financial statements or tax returns or providing similar “back office” financial services to the
Company; and all other expenses incurred by the Company or the Administrator in connection with
administering the



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Company’s business. Notwithstanding anything to the contrary contained herein, the Company
shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid
by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial
Officer (based on a percentage of time such individuals devote, on an estimated basis, to the
business and affairs of the Company). For the avoidance of doubt, the Adviser shall be solely
responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company
or its affiliates in connection with the offering of securities by the Company.




5. Limitation of Liability of the Administrator; Indemnification




     The Administrator (and its members, managers, officers, employees, agents, controlling persons
and any other person or entity affiliated with it) shall not be liable to the Company for any
action taken or omitted to be taken by the Administrator in connection with the performance of any
of its duties or obligations under this Agreement or otherwise as administrator for the Company.
As permitted by Article VIII of the Certificate of Incorporation, the Company shall, to the fullest
extent permitted by law, provide indemnification and the right to the advancement of expenses, to
each person who was or is made a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he/she is or was a member, manager, officer, employee, agent, controlling person or any other
person or entity affiliated with the Administrator (each such person hereinafter an
“Indemnitee”), on the same general terms set forth in Article VIII of the Certificate of
Incorporation, the terms of which are incorporated herein mutatis mutandi as applied to the
Indemnitees.



6. Activities of the Administrator




     The services of the Administrator to the Company are not to be deemed to be exclusive, and the
Administrator and each affiliate is free to render services to others. It is understood that
directors, officers, employees and stockholders of the Company are or may become interested in the
Administrator and its affiliates, as directors, officers, members, managers, employees, partners,
stockholders or otherwise, and that the Administrator and directors, officers, members, managers,
employees, partners and stockholders of the Administrator and its affiliates are or may become
similarly interested in the Company as stockholders or otherwise.



7. Duration and Termination of this Agreement




          (a) This Agreement shall continue in effect for two years from the date hereof, and thereafter
shall continue automatically for successive annual periods, provided that such continuance is
specifically approved at least annually by:




               (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities
of the Company; and



               (ii) the vote of a majority of the Company’s directors who are not parties to this Agreement
or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act)
of any such party, in accordance with the requirements of the Investment Company Act.



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          (b) The Agreement may be terminated at any time, without the payment of any penalty, upon not
more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities
of the Company, or by the vote of the Board or by the Administrator.




          (c) This Agreement may not be assigned by a party without the consent of the other
party; provided, however, that the rights and obligations of the Company
under this Agreement shall not be deemed to be assigned to a newly formed entity in the
event of the merger of the Company into, or conveyance of all of the assets of the Company
to, such newly formed entity; provided, further, however, that the
sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal
form into another limited liability entity. The provisions of Section 5 of this Agreement
shall remain in full force and effect, and the Administrator shall remain entitled to the
benefits thereof, notwithstanding any termination of this Agreement.




8. Amendments of this Agreement 




     This Agreement may be amended pursuant to a written instrument by mutual consent of the
parties.



9. Governing Law




     This Agreement shall be construed in accordance with the laws of the State of Delaware and the
applicable provisions of the Investment Company Act, if any. In such case, to the extent the
applicable laws of the State of Delaware, or any of the provisions herein, conflict with the
provisions of the Investment Company Act, the latter shall control.



10. Entire Agreement




     This Agreement contains the entire agreement of the parties and supercedes all prior
agreements, understandings and arrangements with respect to the subject matter hereof.



11. Notices




     Any notice under this Agreement shall be given in writing, addressed and delivered or mailed,
postage prepaid, to the other party at its principal office.



Remainder of Page Intentionally Left Blank






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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
date first above written.



	 	 	 	 	 
	 	TPG SPECIALTY LENDING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	TSL ADVISERS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: