EX-10.1
TPG Twin Brook Capital Income Fund
EXECUTION VERSION
PURCHASE AND PLACEMENT AGENCY AGREEMENT
by and among
TWIN BROOK CLO 2024-1 LLC,
TWIN BROOK CAPITAL FUNDING XXXIII, LLC,
MORGAN STANLEY & CO. LLC
AND
KEYBANC CAPITAL MARKETS INC.
Dated as of August 19, 2026
4924-9473-6327.4
PURCHASE AND PLACEMENT AGENCY AGREEMENT
August 19, 2026
Morgan Stanley & Co. LLC,
as Initial Purchaser
1585 Broadway
New York, New York 10036
KeyBanc Capital Markets Inc.,
as Co-Manager
1301 Avenue of the Americas, 37thFloor
New York, NY 10019
Ladies and Gentlemen:
Twin Brook CLO 2024-1 LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), plans to issue the following classes of notes and incur the following class of loans in the respective principal amounts set forth below on the Refinancing Date (as defined in Section 3 below):
(i)$113,320,000 Class A-1-R Senior Secured Floating Rate Notes due 2038 (the “Class A-1-R Notes”),
(ii)$150,000,000 Class A-1L-R Senior Secured Floating Rate Loans maturing 2038 (the “Class A-1L-R Loans”),
…