Exhibit 10.1
EXECUTED VERSION
July 18, 2014
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 Agreement is hereby amended and restated by deleting Section 10.8 of the Agreement in its entirety and inserting the following in lieu thereof:
“The Borrower shall maintain at all times Funded Equity in an amount equal to the greater of (x) $25,000,000 and (y) the sum of the five largest Aggregate Outstanding Principal Balances measured on an Obligor by Obligor basis.”
2. This letter agreement shall become effective upon the execution and delivery of this letter agreement by each party hereto.
3. The Borrower shall have paid to each Committed Lender a fully earned upfront amendment fee (the “Amendment Fee”) equal to the dollar equivalent of (i) $125,000 multiplied by (ii) the dividend of (a) such Committed Lender’s Commitment as set forth in Annex II to
the Agreement divided by (b) $150,000,000. Such Amendment Fee is due and payable on the date of this amendment.
4. 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.
5. 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.
6. 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, | |
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| DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and Syndication Agent | |
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| By: | /s/ Kevin Tanzer |
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| Name: Kevin Tanzer |
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| Title: Managing Director |
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| By: | /s/ Casey Rust |
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| Name: Casey Rust |
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| Title: Vice President |
Signature Page to Second Amendment to Receivables Financing Agreement
Accepted and Agreed:
TPVG VARIABLE FUNDING COMPANY LLC, |
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as Borrower |
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By: | /s/ Sajal Srivastava |
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Name: Sajal Srivastava |
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Title: President |
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TRIPLEPOINT VENTURE GROWTH BDC CORP., |
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individually, as Collateral Manager and as Equityholder |
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By: | /s/ Sajal Srivastava |
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Name: Sajal Srivastava |
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Title: President |
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Signature Page to Second Amendment to Receivables Financing Agreement
GEMINI SECURITIZATION CORP., LLC, As Conduit Lender and as Uncommitted Lender
By: | /s/ David V. DeAngelis |
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Name: | David V. DeAngelis |
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Title: | Vice President |
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Signature Page to Second Amendment to Receivables Financing Agreement
DEUTSCHE BANK AG, NEW YORK BRANCH, |
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as Committed Lender and Agent |
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By: | /s/ Kevin Tanzer |
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Name: Kevin Tanzer |
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Title: Managing Director |
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By: | /s/ Casey Rust |
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Name: Casey Rust |
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Title: Vice President |
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KEYBANK NATIONAL ASSOCIATION, |
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as Committed Lender and Agent |
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By: | /s/ Richard Andersen |
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Name: Richard Andersen |
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Title: Vice President |
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EVERBANK COMMERCIAL FINANCE, INC., |
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as Committed Lender and Agent |
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By: | /s/ Christopher Tucker |
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Name: Christopher Tucker |
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Title: Managing Director |
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ALOSTAR BANK OF COMMERCE, |
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as Committed Lender and Agent |
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By: | /s/ Brent Layton |
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Name: Brent Layton |
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Title: Vice President |
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Signature Page to Second Amendment to Receivables Financing Agreement