EX-10.5



 Exhibit 10.5 

SECOND AMENDMENT 
 TO SECOND
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT 
 AGREEMENT 

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 27, 2014 (this
“Amendment”), to the Existing Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among TPG SPECIALTY LENDING, INC., a Delaware corporation (the
“Borrower”), MORGAN STANLEY BANK, N.A., as a Lender (the “Consenting Lender”), and SUNTRUST BANK, as Administrative Agent. 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Lenders (including the Consenting Lender) and the Administrative Agent are parties to the Second Amended and
Restated Senior Secured Revolving Credit Agreement, dated as of February 27, 2014 (the “Existing Credit Agreement”; as amended by the First Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement,
dated as of June 3, 2014, and by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”); and 

WHEREAS, the Borrower has requested that the Administrative Agent and the Consenting Lender agree to amend the Existing Credit Agreement for
the purpose of extending the Commitment of the Consenting Lender as a Non-Extending Lender so that the Consenting Lender becomes an Extending Lender thereunder and each of the Administrative Agent and the Consenting Lender is willing, on the terms
and subject to the conditions hereinafter set forth, to agree to the amendment set forth below and the other terms hereof; 
 NOW,
THEREFORE, the parties hereto hereby covenant and agree as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.1.
Certain Definitions. The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof): 

“Amendment” is defined in the preamble. 

“Borrower” is defined in the preamble. 

“Consenting Lender” is defined in the preamble. 

“Credit Agreement” is defined in the first recital. 

“Existing Credit Agreement” is defined in the first recital. 

  
 1 








 “Second Amendment Effective Date” is defined in Article III. 

SECTION 1.2. Other Definitions. Capitalized terms for which meanings are provided in the Existing Credit Agreement are, unless
otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings. 
 ARTICLE II 

AMENDMENT TO EXISTING CREDIT AGREEMENT 

Subject to the occurrence of the Second Amendment Effective Date (as hereinafter defined), the Existing Credit Agreement is amended in
accordance with this Article II. 
 SECTION 2.1. Amendments to Schedule 1.01(b). Schedule 1.01(b) is hereby amended by
removing Morgan Stanley Bank, N.A. as a Non-Extending Lender and adding it as an Extending Lender. 
 ARTICLE III 

CONDITIONS TO EFFECTIVENESS 

SECTION 4.1. Effective Date. This Amendment shall become effective on the date (the “Second Amendment Effective Date”)
when the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered on behalf of the Borrower and each of the Lenders party hereto. 

ARTICLE IV 
 MISCELLANEOUS 

SECTION 4.1. Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to such Article
or Section of this Amendment. 
 SECTION 4.2. Loan Document Pursuant to Existing Credit Agreement. This Amendment is a Loan Document
executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, as amended
hereby, including Article IX thereof. 
 SECTION 4.3. Successors and Assigns. The provisions of this Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. 
 SECTION 4.4. Counterparts. This
Amendment may be executed in counterparts and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy electronically (e.g. pdf) shall be effective as delivery of a manually executed counterpart of this Amendment. 

  
 2 








 SECTION 4.5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York. 
 SECTION 4.6. Full Force and Effect; Limited Amendment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the other Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force
and effect in accordance with their respective terms. The amendment set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or
modification of any other terms or provisions of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of the Borrower which would require the consent of the Lenders under the Existing
Credit Agreement or any of the Loan Documents. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof’ or
words of like import referring to the Existing Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof’ or words of like import referring to the Existing Credit
Agreement shall mean and be a reference to the Existing Credit Agreement as modified hereby. 

  
 3 








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

			
	TPG SPECIALTY LENDING, INC.
		
	 By:
	 	 /s/ Alan Kirshenbaum

	 Name:
	 	 Alan Kirshenbaum

	 Title:
	 	 Chief Financial Officer




  
 SIGNATURE PAGE TO
SECOND AMENDMENT - TPG 








 
			
	SUNTRUST BANK
	As Administrative Agent
		
	 By:
	 	 /s/ Doug Kennedy

	 Name:
	 	 Doug Kennedy

	 Title:
	 	 Vice President




  
 SIGNATURE PAGE TO
SECOND AMENDMENT - TPG 








 
			
	MORGAN STANLEY BANK, N.A., as the Consenting Lender
		
	 By:
	 	 /s/ Michael King

	 Name:
	 	Michael King
	 Title:
	 	Authorized Signatory



  
 SIGNATURE PAGE TO
SECOND AMENDMENT - TPG