EX-10.1





 Exhibit 10.1 

Execution Version 

SOLAR CAPITAL LTD. 
 500
Park Avenue, 3rd Floor 
 New York, NY 10022 

August 30, 2019 
 TETRAPHASE
PHARMACEUTICALS, INC. 
 480 Arsenal Way 
 Watertown, MA
02472 
 Ladies and Gentlemen: 
 Reference is
made to that certain Loan and Security Agreement dated as of November 2, 2018 (as amended by that certain First Amendment to Loan and Security Agreement dated as of March 14, 2019 and as further amended, restated, modified, or supplemented
from time to time, the “Loan Agreement”) by and among SOLAR CAPITAL LTD., a Maryland corporation (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral
Agent”), the lenders listed on Schedule 1.1 to the Loan Agreement or otherwise a party thereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Tetraphase
Pharmaceuticals, Inc., a Delaware corporation (“Borrower”), and the loans made thereunder (the “Loans”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement. 

Collateral Agent and the Lenders understand that on the Payoff Date (as hereinafter defined) Borrower shall repay in full all of the
obligations to Collateral Agent and the Lenders under the Loan Agreement and any other Loan Documents. 
 1.    This
letter will confirm that, upon receipt by Solar, each Lender, and Solar’s outside legal counsel of 

(a)    wire transfers of immediately available funds to Solar, each Lender, and Solar’s outside legal
counsel in the aggregate amount of (i) $30,722,353.26 (the “Payoff Amount”) representing (x) principal, interest accrued through August 30, 2019 on the outstanding Loans, the Final Fee, and the Prepayment Premium, as set forth on
Schedule 1 hereto, and (y) legal fees in the amount of $5,000.00, plus (ii) any per diem amount due pursuant to Section 3 hereof; and 

(b)    a fully-executed counterpart of this letter agreement signed by Borrower; 

then, 
 (i) the
commitments under the Loan Agreement and under any other loan arrangement between Borrower, Collateral Agent and the Lenders shall be terminated; and 

(ii) all of the obligations of Borrower to Collateral Agent and the Lenders (other than inchoate indemnity obligations
and obligations under any and all Warrants), and all Loans shall be paid and satisfied in full. 
 The date on which the conditions in the foregoing clauses
(a) and (b) shall first be satisfied is herein called the “Payoff Date.” Upon receipt by Solar, each Lender and Solar’s outside legal counsel of the Payoff Amount in accordance with the foregoing and the satisfaction of the other
conditions referred to above, all security interests and other liens of every type at any time granted to or held by Collateral Agent in or on any Collateral provided by any Borrower shall be released and terminated, without further action by
Collateral Agent (other than as provided below), on and with effect from the Payoff Date. 













 SOLAR CAPITAL LTD. 

August 30, 2019 
 Page 2 

 

 Please transfer the Payoff Amount as follows: 

$21,092,582.57 due to Solar to: 
 SOLAR CAPITAL
LTD. 
 CITIBANK, NYC 
 ABA#: 021-000-089 
 Account Name: Solar Capital Ltd 

Account No.: 30938411 
 Reference:
Tetraphase Pharmaceutical, Inc. Payoff 
 $5,529,123.59 due to SCP Private Credit Income Fund SPV, LLC to: 

SCP PRIVATE CREDIT INCOME FUND SPV, LLC 

WELLS FARGO BANK, NA 
 ABA#: 121-000-248 
 Account Name: SCP Private Credit Income Fund SPV,
LLC 
 For Credit To: CDO Clearing 

Account No.: 6355067033 
 F/C A/C
No.: 49508300 
 Reference: Tetraphase Pharmaceutical, Inc. Payoff 

$4,095,647.10 due to SCP Private Credit Income BDC SPV, LLC to: 

SCP PRIVATE CREDIT INCOME BDC SPV, LLC 

WELLS FARGO BANK, NA 
 ABA#: 121-000-248 
 Account Name: SCP Private Credit Income BDC SPV, LLC

 For Credit To: CDO Clearing 

Account No.: 6355067033 
 F/C A/C
No.: 83035200 
 Reference: Tetraphase Pharmaceutical, Inc. Payoff 

and $5,000.00, due to Solar’s outside legal counsel to: 

LATHAM & WATKINS LLP 

CITIBANK, DELAWARE 
 One
Penn’s Way, New Castle, DE 19720 
 Account No.: 3911-7003 

ABA routing No.: 0311-00209 

Invoice No.: 1900701665 
 each by wire transfer
of immediately available funds, for receipt on the Payoff Date. 
 2.    Borrower hereby confirms that any commitment
of the Lenders to provide Borrower with additional Loans is terminated as of the Payoff Date. Until the Payoff Date Borrower shall not request additional Loans. 

3.    Borrower hereby agrees that if the Payoff Amount is not paid by 2:00 p.m. Eastern time on August 30, 2019, the
portion of the Payoff Amount due and payable (a) to Solar shall increase each day by $5,432.75; (b) to SCP Private Credit Income Fund SPV, LLC shall increase each day by $1,424.12; and (c) to SCP Private Credit Income BDC SPV, LLC shall
increase each day by 1,054.90. Upon request of Borrower, Solar shall provide Borrower with a revised figure for the amount of interest to be paid as a part of the Payoff Amount. 













 SOLAR CAPITAL LTD. 

August 30, 2019 
 Page 3 

 

 4.    Upon receipt of the Payoff Amount, Collateral Agent and the
Lenders hereby authorize Borrower or its designee to file any documentation necessary to evidence the termination of Collateral Agent’s liens in the Collateral (including but not limited to UCC-3
termination statement(s)). 
 5.    At Borrower’s sole expense, Collateral Agent shall execute and deliver to or
for Borrower such additional documents and shall provide such additional information as Borrower may reasonably require to carry out the terms of this letter agreement, including delivery of any collateral in Collateral Agent’s possession and
such lien release and termination documentation as Borrower shall reasonably request with respect to the liens on the Collateral. 

6.    Borrower shall execute and deliver to or for Collateral Agent and the Lenders such additional documents and shall
provide such additional information as Collateral Agent and the Lenders may reasonably require to carry out the terms of this letter agreement. 

7.    Borrower on behalf of itself and its Affiliates hereby releases, acquits, and forever discharges Collateral Agent
and the Lenders, and each and every past and present subsidiary, affiliate, stockholder, officer, director, agent, servant, employee, representative, and attorney of Collateral Agent and the Lenders, from any and all claims, causes of action, suits,
debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever, known or unknown, fixed or contingent, which Borrower or its Affiliates may have or claim to
have now or which may hereafter arise out of or in connection with any act of commission or omission of Collateral Agent and the Lenders existing or occurring through and including to the date of this letter agreement or any instrument executed
through and including to the date of this letter agreement, including, without limitation, any claims, liabilities or obligations arising with respect to the Loan Agreement, the other Loan Documents or this letter agreement. The provisions of this
paragraph shall be binding upon Borrower and its Affiliates and shall inure to the benefit of Collateral Agent, the Lenders and their respective successors and assigns. 

8.    Notwithstanding anything herein to the contrary, Borrower agrees that any and all Warrants shall remain in full
force and effect after the Payoff Date pursuant to the terms therein. 
 9.    Borrower hereby agrees that if the
Payoff Amount is not received by Solar, each Lender, and Solar’s outside legal counsel on or before 2:00 pm Eastern time on August 30, 2019, then this letter agreement shall terminate and be of no further force and effect. 

10.    This letter agreement shall be governed by and construed in accordance with the law of the State of New York. 

11.    This letter may be executed by each party on a separate counterpart, each of which when so executed and delivered
shall be an original, but all of which, taken together, shall constitute one agreement. 
 [Signature Pages Following] 












 
			
	 Very truly yours,
  

SOLAR CAPITAL LTD.,
 as the Collateral Agent and a
Lender

		
	By:	 	/s/ Anthony J. Storino
	Name:	 	Anthony J. Storino
	Title:	 	Authorized Signatory


  

			
	 SCP PRIVATE CREDIT INCOME FUND SPV, LLC, 

as a Lender

		
	By:	 	/s/ Anthony J. Storino
	Name:	 	Anthony J. Storino
	Title:	 	Authorized Signatory


  

			
	 SCP PRIVATE CREDIT INCOME BDC SPV LLC, 

as a Lender

		
	By:	 	/s/ Anthony J. Storino
	Name:	 	Anthony J. Storino
	Title:	 	Authorized Signatory


 [Signature Page to Payoff Letter (Solar/Tetraphase)] 













			
	 Agreed to by the undersigned:
  

TETRAPHASE PHARMACEUTICALS, INC.,
 as
Borrower



			
		
	By:	 	/s/ Larry Edwards
	Name:	 	Larry Edwards
	Title:	 	President and Chief Executive Officer

 [Signature Page to Payoff Letter (Solar/Tetraphase)] 












 SCHEDULE 1 

 

																	
	 	  	Solar Capital
Ltd.	 	  	SCP Private
Credit Income
Fund SPV, LLC	 	  	SCP Private
Credit Income
BDC SPV, LLC	 	  	Total	 
	 Principal
	  	$	20,600,000.00	 	  	$	5,400,000.00	 	  	$	4,000,000.00	 	  	$	30,000,000.00	 
	 Interest

(8/1/19 through 8/30/19)
	  	$	162,982.57	 	  	$	42,723.59	 	  	$	31,647.10	 	  	$	237,353.26	 
	 Final Fee
	  	$	329,600.00	 	  	$	86,400.00	 	  	$	64,000.00	 	  	$	480,000.00	 
	 Prepayment Premium
	  	 	Waived	 	  	 	Waived	 	  	 	Waived	 	  	 	Waived	 
					
	 Total Amount Owing
	  	$	21,092,582.57	 	  	$	5,529,123.59	 	  	$	4,095,647.10	 	  	$	30,717,353.26	 
					
	 Per Diem
	  	$	5,432.75	 	  	$	1,424.12	 	  	$	1,054.90	 	  	$	7,911.77