TPG SPECIALTY LENDING, INC. $ Aggregate Principal Amount Senior Securities $ Aggregate Principal Amount Subordinated Securities and •Warrants to Purchase Debt Securities Underwriting AgreementUnderwriting Agreement • July 25th, 2014 • TPG Specialty Lending, Inc. • New York
The [Senior Securities][Subordinated Securities] will be issued under an indenture to be dated as of [ ] (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of [ ], (the “Supplemental Indenture”, together with the Base Indenture, the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). [The Warrants will be issued under one or more warrant agreements (the warrant agreement relating to any issue of Warrants to be sold pursuant to this Agreement is referred to herein as the “Warrant Agreement”) between the Company and the Warrant Agent identified in such Warrant Agreement (the “Warrant Agent”). ] Each issue of Senior Securities, Subordinated Securities and Warrants may vary, as applicable, as to aggregate principal amount, maturity date, interest rate or formula and timing of payments thereof, redemption provisions, conversion provisions and sinking fund requirements, if any, and any other variable terms which
TPG SPECIALTY LENDING, INC. • Shares of Common Stock (Par Value $0.01 Per Share) • Shares of Preferred Stock (Par Value $• Per Share) and • Warrants to Purchase Common Stock or Preferred Stock Underwriting AgreementUnderwriting Agreement • July 25th, 2014 • TPG Specialty Lending, Inc. • New York
TPG Specialty Lending, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representative[s] (the “Representative[s]”), [an aggregate of [ ] shares of common stock, par value $0.01 per share, of the Company (the “Common Stock),] [an aggregate of [ ] shares of preferred stock, par value $• per share, of the Company (the “Preferred Stock”), [an aggregate of [ ] warrants (the “Warrants”) to purchase Common Stock or Preferred Stock, or both, ] (each of the aforesaid, the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional [ ] of [ ], solely to cover overallotments (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” “Warrant Securities” shall mean the Common Stock or Preferred Stock issuable upon exercise of Warrants. [The Preferred Stock may be offered in the
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • July 25th, 2014 • TPG Specialty Lending, Inc. • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 3, 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”), the LENDERS party hereto and SUNTRUST BANK, as Administrative Agent and, for purposes of Article III, as Collateral Agent.
RESPONSE TO NOTICE INCREASE REQUESTSenior Secured Revolving Credit Agreement • July 25th, 2014 • TPG Specialty Lending, Inc.
