EX-10.3



 Exhibit 10.3 

EXECUTION COPY 
 RESPONSE TO
NOTICE INCREASE REQUEST 
 May 30, 2014 

SunTrust Bank 
 303 Peachtree Street, N. E. 

Atlanta, Georgia 30308 
 Attention: Robert Ashcom 

Telecopy Number: (404) 581-1775 
 Re: TPG Specialty Lending,
Inc. (the “Company”) 
 Ladies and Gentlemen: 

We refer to (a) that certain Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as February 27, 2014 (as
amended, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used in this response and not otherwise defined have the meanings for such terms set forth in the Credit
Agreement), by and among the Company, the Lenders from time to time party thereto and SunTrust Bank, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request,
dated as of May 28, 2014, provided by the Company to the Administrative Agent (the “Notice”). 
 Pursuant to the Notice and
Section 2.08(e) of the Credit Agreement, we deliver this response (this “Response Letter”) to confirm that each of the Company and [        ] (the “Assuming Lender”)
agrees that, effective upon the satisfaction of the conditions set forth in Sections 2.08(e)(i) and (ii) of the Credit Agreement, the Assuming Lender shall assume a Multicurrency Commitment under the Credit Agreement equal to
[          ] and shall for all purposes be deemed a “Multicurrency Lender” under the Credit Agreement and any other documents or instruments delivered pursuant thereto. 

This Response Letter shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This
Response Letter may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Response Letter by telecopy, email, or other electronic method of
transmission shall be effective as delivery of a manually executed counterpart of this Response Letter. This Response Letter shall be governed by, and construed in accordance with, the laws of the State of New York. 








			
	Very truly yours,
	
	CITY NATIONAL BANK
		
	By:	 	/s/ Brandon L. Feitelson, C.F.A.
	Name:	 	Brandon L. Feitelson, C.F.A.
	Title:	 	Senior Vice President
	
	TPG SPECIALTY LENDING, INC.
		
	By:	 	/s/ Alan Kirshenbaum
	Name:	 	Alan Kirshenbaum
	Title:	 	Chief Financial Officer


  

			
	 ACKNOWLEDGED, ACCEPTED
 AND
AGREED:

	
	 SUNTRUST BANK,
 as
Administrative Agent and Issuing Bank

		
	By:	 	/s/ Doug Kennedy
	Name:	 	Doug Kennedy
	Title:	 	Vice President









			
	
	COMERICA BANK
		
	By:	 	/s/ Timothy O’Rourke
	Name:	 	Timothy O’Rourke
	Title:	 	Vice President
	
	TPG SPECIALTY LENDING, INC.
		
	By:	 	/s/ Alan Kirshenbaum
	Name:	 	Alan Kirshenbaum
	Title:	 	Chief Financial Officer


  

			
	 ACKNOWLEDGED, ACCEPTED
 AND
AGREED:

	
	 SUNTRUST BANK,
 as
Administrative Agent and Issuing Bank

		
	By:	 	/s/ Doug Kennedy
	Name:	 	Doug Kennedy
	Title:	 	Vice President









			
	
	 HSBC BANK USA, NATIONAL

ASSOCIATION

		
	By:	 	/s/ Edwin Soogrim
	Name:	 	Edwin Soogrim
	Title:	 	Vice President
	
	TPG SPECIALTY LENDING, INC.
		
	By:	 	/s/ Alan Kirshenbaum
	Name:	 	Alan Kirshenbaum
	Title:	 	Chief Financial Officer


  

			
	 ACKNOWLEDGED, ACCEPTED
 AND
AGREED:

	
	 SUNTRUST BANK,
 as
Administrative Agent and Issuing Bank

		
	By:	 	/s/ Doug Kennedy
	Name:	 	Doug Kennedy
	Title:	 	Vice President









			
	
	MIZUHO BANK, LTD.
		
	By:	 	/s/ James R. Fayen
	Name:	 	James R. Fayen
	Title:	 	Deputy General Manager
	
	TPG SPECIALTY LENDING, INC.
		
	By:	 	/s/ Alan Kirshenbaum
	Name:	 	Alan Kirshenbaum
	Title:	 	Chief Financial Officer


  

			
	 ACKNOWLEDGED, ACCEPTED
 AND
AGREED:

	
	 SUNTRUST BANK,
 as
Administrative Agent and Issuing Bank

		
	By:	 	/s/ Doug Kennedy
	Name:	 	Doug Kennedy
	Title:	 	Vice President









			
	
	PATRIOT BANK
		
	By:	 	/s/ Bill Holbert
	Name:	 	Bill Holbert
	Title:	 	Senior Vice President
	
	TPG SPECIALTY LENDING, INC.
		
	By:	 	/s/ Alan Kirshenbaum
	Name:	 	Alan Kirshenbaum
	Title:	 	Chief Financial Officer


  

			
	 ACKNOWLEDGED, ACCEPTED
 AND
AGREED:

	
	 SUNTRUST BANK,
 as
Administrative Agent and Issuing Bank

		
	By:	 	/s/ Doug Kennedy
	Name:	 	Doug Kennedy
	Title:	 	Vice President









			
	
	SANTANDER BANK, N.A.
		
	By:	 	/s/ Gilbert Torres
	Name:	 	Gilbert Torres
	Title:	 	Senior Vice President
	
	TPG SPECIALTY LENDING, INC.
		
	By:	 	/s/ Alan Kirshenbaum
	Name:	 	Alan Kirshenbaum
	Title:	 	Chief Financial Officer


  

			
	 ACKNOWLEDGED, ACCEPTED
 AND
AGREED:

	
	 SUNTRUST BANK,
 as
Administrative Agent and Issuing Bank

		
	By:	 	/s/ Doug Kennedy
	Name:	 	Doug Kennedy
	Title:	 	Vice President