[Signature pages follow]
Exhibit 10.1
EXECUTION VERSION
January 27, 2016
TPVG Variable Funding Company LLC
TriplePoint Venture Growth BDC Corp.
2755 Sand Hill Road, Suite 150
Menlo Park, California 94025
Attention: Sajal Srivastava
| Re: | Receivables Financing Agreement dated as of February 21, 2014 (as amended, waived or otherwise modified from time to time prior to the date hereof, the “Agreement”) by and among TPVG Variable Funding Company LLC, as borrower (“Borrower”), TriplePoint Venture Growth BDC Corp., as collateral manager (“Collateral Manager”) and as sole equityholder, Portfolio Financial Servicing Company, as backup collateral manager (“Backup Collateral Manager”), U.S. Bank National Association, as custodian (“Custodian”), the Agents from time to time party thereto, the Lenders from time to time party thereto, and Deutsche Bank AG, New York Branch, as administrative agent (“Administrative Agent”). |
Dear Mr. Srivastava:
Reference is made to the Agreement. Capitalized terms used but not specifically defined in this letter agreement shall have the meanings provided for such terms in the Agreement.
The Borrower and the Collateral Manager have requested that the Required Lenders, the Agents and the Administrative Agent agree to make certain amendments as set forth in this letter agreement and such parties have reviewed this request and wish to amend the Agreement as set forth herein. In consideration of the covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:
| 1. | Amendments to Agreement. As of the date of this letter agreement, the following amendments are made to the Agreement: |
| a. | The definition of “Applicable Margin” in Section 1.1 of the Agreement is hereby amended by deleting “3.50%” where such percentage appears therein and inserting “3.00%” in lieu thereof. |
| b. | The definition of “Scheduled Revolving Period Termination Date” in Section 1.1 of the Agreement is hereby amended by deleting “February 21, 2016” where such date appears and inserting “ February 21, 2018” in lieu thereof. |
| c. | The following clause (c) is inserted in Section 18.11 of the Agreement in alphabetical order: |
“(c) The provisions of this Section 18.11 shall survive the termination of this Agreement. The provisions of this Section 18.11 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of Section 18.11 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.”
2. Conditions Precedent. This letter agreement shall become effective upon the execution and delivery of this letter agreement by each party hereto.
3. Agreement in Full Force and Effect. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall remain in full force and effect.
4. Representations. Each of the Borrower and the Collateral Manager severally represents and warrants that all acts, filings and conditions required to be done and performed and to have happened (including, without limitation, the obtaining of necessary governmental approvals) precedent to the entering into of this letter agreement and making it the duly authorized, legal, valid and binding obligation of such party, enforceable in accordance with its terms, have been done, performed and have happened in due and strict compliance with all applicable laws.
5. Miscellaneous.
(a) This letter agreement may be executed in any number of counterparts, each of which, taken together, shall constitute one and the same agreement.
(b) No amendment, modification or waiver of any provision of this letter agreement shall be effective without the written agreement of each of the parties hereto. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
(c) This letter agreement shall become effective upon the Administrative Agent’s receipt of executed counterparts from each of the other parties hereto.
(d) THIS LETTER AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
[Signature pages follow]
| Very truly yours,
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and Syndication Agent | ||
| By: | /s/ Casey Rust | |
| Name: Casey Rust | ||
| Title: Vice President | ||
| By: | /s/ Shawn Rose | |
| Name: Shawn Rose | ||
| Title: Vice President |
Signature Page to Fifth Amendment to Receivables Financing Agreement
| Accepted and Agreed:
TPVG VARIABLE FUNDING COMPANY LLC, as Borrower | ||
| By: | /s/ Sajal Srivastava | |
| Name: Sajal Srivastava | ||
| Title: President | ||
TRIPLEPOINT VENTURE GROWTH BDC CORP.,
| as Collateral Manager and as sole Equityholder | ||
| By: | /s/ Sajal Srivastava | |
| Name: Sajal Srivastava | ||
| Title: President | ||
Signature Page to Fifth Amendment to Receivables Financing Agreement
| DEUTSCHE BANK AG, NEW YORK BRANCH, as Committed Lender and Agent | ||
| By: | /s/ Casey Rust | |
| Name: | Casey Rust | |
| Title: | Vice President | |
| By: | /s/ Shawn Rose | |
| Name: | Shawn Rose | |
| Title: | Vice President |
| KEYBANK NATIONAL ASSOCIATION, as Committed Lender and Agent | ||
| By: | /s/ Richard S. Andersen | |
| Name: | Richard S. Andersen | |
| Title: | Designated Signer | |
| EVERBANK COMMERCIAL FINANCE, INC., as Committed Lender and Agent | ||
| By: | /s/ John Dale | |
| Name: | John Dale | |
| Title: | Managing Director | |
| ALOSTAR BANK OF COMMERCE, as Committed Lender and Agent | ||
| By: | /s/ Brent Layton | |
| Name: | Brent Layton | |
| Title: | Vice President | |
Signature Page to Fifth Amendment to Receivables Financing Agreement
