TPG INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet…

Item 1.01 Entry into a Material Definitive Agreement.

The information required by this Item 1.01 is included in Item 2.03 and isincorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.

Senior Unsecured Revolving Credit Facility

On July 15, 2022, TPG Operating Group II, L.P. ("TPG Operating Group II"), TPGOperating Group I, L.P. ("TPG Operating Group I"), TPG Holdings II Sub, L.P.("Holdings II Sub") and TPG Operating Group III, L.P. ("TPG Operating GroupIII", and together with TPG Operating Group II, TPG Operating Group I andHoldings II Sub, the "Co-Borrowers"), each as co-borrowers, entered into anamended and restated revolving credit facility (the "Senior Unsecured RevolvingCredit Facility") with Bank of America, N.A. as administrative agent, and thelenders party thereto.

The Senior Unsecured Revolving Credit Facility amends and restates the existingrevolving credit facility entered into on January 1, 2012 and as most recentlyamended and restated pursuant to the Fourth Amendment Agreement dated as ofNovember 19, 2021. TPG Operating Group II and the other Co-Borrowers areindirect subsidiaries of TPG Inc.

The Senior Unsecured Revolving Credit Facility, among other things, (i) extendsthe maturity date of the revolving credit facility from November 12, 2025 toJuly 15, 2027, (ii) increases the aggregate revolving commitments thereunderfrom $300 million to $700 million and (iii) replaces the London InterbankOffered Rate ("LIBOR") as the applicable reference rate with the SecuredOvernight Financing Rate ("SOFR"), and otherwise conforms the credit facility toaccommodate SOFR as the reference rate.

Dollar-denominated principal amounts outstanding under the Senior UnsecuredRevolving Credit Facility accrue interest, at the option of the applicableborrower, either (i) at a base rate plus applicable margin not to exceed 0.250%per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and anapplicable margin not to exceed 1.250%. Euro-denominated principal amountsoutstanding under the Senior Unsecured Revolving Credit Facility accrue interestat a Euro Interbank Offered Rate ("EURIBOR") rate plus an applicable margin notto exceed 1.250%. Sterling-denominated principal amounts outstanding under theSenior Unsecured Revolving Credit Facility accrue interest at a SterlingOvernight Index Average ("SONIA") rate plus an applicable margin not to exceed1.250%. TPG Operating Group II is also required to pay a quarterly commitmentfee on the unused commitments under the Senior Unsecured Revolving CreditFacility not to exceed 0.150% per annum, as well as certain customary fees forany issued letters of credit.

The Senior Unsecured Revolving Credit Facility contains customaryrepresentations, covenants and events of default. Financial covenants consist ofa maximum net leverage ratio and a requirement to keep a minimum amount of feegenerating assets under management, each tested quarterly.

The preceding is a summary of terms of the Senior Unsecured Revolving CreditFacility and is qualified in its entirety by reference to the Fifth Amended andRestated Credit Agreement dated as of July 15, 2022, among the Co-Borrowers,Bank of America, N.A. as administrative agent and the lenders party thereto,attached as Exhibit 10.1 to this report, which is incorporated herein byreference as though it was fully set forth herein.

Senior Unsecured Term Loan Agreement

On July 15, 2022, TPG Operating Group II, as borrower, and TPG Operating GroupI, Holdings II Sub and TPG Operating Group III, each as guarantors, entered intoan amended and restated term loan agreement (the "Senior Unsecured Term LoanAgreement") with Wells Fargo Bank, N.A. as administrative agent, and the lendersparty thereto.

The Senior Unsecured Term Loan Agreement amends and restates the existing termloan agreement entered into on December 2, 2021.

The Senior Unsecured Term Loan Agreement, among other things, replaces LIBOR asthe applicable reference rate with SOFR, and otherwise conforms the term loanagreement to accommodate SOFR as the reference rate.

Principal amounts outstanding under the Senior Unsecured Term Loan Agreementaccrue interest, at the option of the borrower, either (i) at a base rate plusan applicable margin of 0.00% or (ii) at a term SOFR rate plus a 0.10% per annumadjustment and an applicable margin of 1.00%.

The Senior Unsecured Term Loan Agreement contains customary representations,covenants and events of default. Financial covenants consist of a maximum netleverage ratio and a requirement to keep a minimum amount of fee generatingassets under management, each tested quarterly.

The preceding is a summary of terms of the Senior Unsecured Term Loan Agreementand is qualified in its entirety by reference to the Amended and Restated CreditAgreement dated as of July 15, 2022, among TPG Operating Group II, as borrower,TPG Operating Group I, Holdings II Sub, TPG Operating Group III, each asguarantors, Wells Fargo Bank, N.A. as administrative agent and the lenders partythereto, attached as Exhibit 10.2 to this report, which is incorporated hereinby reference as though it was fully set forth herein.

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Item 9.01 Financial Statements and Exhibits.

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TPG INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet...