FORM OF SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of June 4, 2014 among NEW MOUNTAIN FINANCE CORPORATION as Borrower The LENDERS Party Hereto and GOLDMAN SACHS BANK USA as Administrative Agent and Syndication AgentSecured Revolving Credit Agreement • June 10th, 2014 • New Mountain Finance Corp • New York
THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of June 4, 2014 (this “Agreement”), is entered into by and among NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto, and GOLDMAN SACHS BANK USA, as Administrative Agent.
EXECUTION VERSION USActive 59965948.5 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 26, 2023 (the “Amendment Date”), among NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the...Loan and Security Agreement • November 2nd, 2023 • New Mountain Finance Corp • New York
Underwriting AgreementUnderwriting Agreement • July 11th, 2019 • New Mountain Finance Corp • New York
New Mountain Finance Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,000,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share, of the Company (“Stock”). In addition, the Company proposes to sell, at the election of the Representatives, up to an additional 900,000 shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares are herein referred to collectively as the “Shares.” If the only firms listed in Schedule I hereto are the Representatives, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to refer to such firms. Further, if only one firm is listed in Schedule I hereto, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to mean “Underwriter” and “Representativ
JOINDER May 19, 2011Limited Liability Company Agreement • August 11th, 2011 • New Mountain Finance Corp • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Company”), is made and entered into as of 4:25 p.m. (New York City time) on May 19, 2011, by and between New Mountain Guardian AIV, L.P., a Delaware limited partnership (“Guardian AIV”), and New Mountain Guardian Partners, L.P., a Delaware limited partnership (“Guardian Partners”). Certain terms used in this Agreement are defined in Section 1.1.
Underwriting AgreementUnderwriting Agreement • January 29th, 2014 • New Mountain Finance Corp • New York
New Mountain Finance AIV Holdings Corporation (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,325,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (“Stock”) of New Mountain Finance Corporation, a Delaware corporation (the “Company”). In addition, the Selling Stockholder proposes to sell, at the election of the Underwriters, up to an additional 346,938 shares of Stock of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares are herein referred to collectively as the “Shares.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2011, is entered into by and among New Mountain Finance Corporation, a Delaware corporation (including its successors, the “Company”), New Mountain Finance AIV Holdings Corporation, a Delaware corporation (“Finance AIV Holdings”), New Mountain Finance Advisers BDC, L.L.C., a Delaware limited liability company (“New Mountain Finance Advisers”) and the persons listed on the signature pages hereto under the heading “PublicCo Holders” (“PublicCo Holders”).
Underwriting AgreementUnderwriting Agreement • June 7th, 2019 • New Mountain Finance Corp • New York
New Mountain Finance Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $75,000,000 principal amount of 5.75% Convertible Notes due 2023 (the “2023 Notes”), convertible into common stock, $0.01 par value per share (“Common Stock”), of the Company (the “Firm Notes”). In addition, the Company proposes to sell, at the election of the Representatives, up to an additional $11,250,000 in aggregate principal amount of 2023 Notes (the “Optional Notes”). The Firm Notes and the Optional Notes are herein referred to collectively as the “Notes.” If the only firms listed in Schedule I hereto are the Representatives, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to refer to such firms. Further, if only one firm is listed in Schedule I hereto, then any references to the terms
FORM OF GUARANTEE AND SECURITY AGREEMENTGuarantee and Security Agreement • June 10th, 2014 • New Mountain Finance Corp • New York
GUARANTEE AND SECURITY AGREEMENT dated as of June 4, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among NEW MOUNTAIN FINANCE CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); each entity that becomes a “SUBSIDIARY GUARANTOR” after the date hereof pursuant to Section 7.04 hereof (collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”); GOLDMAN SACHS BANK USA, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”); each “Financing Agent” or “Designated Indebtedness Holder” that becomes a party hereto after the date hereof pursuant to Section 6.01 hereof; and GOLDMAN SACHS BANK USA, as collateral agent for the Secured Parties hereinafter referred to (in such capacity, together with its successors
New Mountain Finance Corporation Lock-Up Agreement May 9, 2011New Mountain Finance Corp • May 31st, 2011
FORM OF Sixth Supplement to Amended and Restated Note Purchase Agreement New Mountain Finance CorporationNote Purchase Agreement • June 17th, 2022 • New Mountain Finance Corp • New York
This Sixth Supplement to Amended and Restated Note Purchase Agreement (the “Supplement”) is between New Mountain Finance Corporation, a Delaware corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
New Mountain Finance Corporation Underwriting AgreementUnderwriting Agreement • January 26th, 2024 • New Mountain Finance Corp
New Mountain Finance Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $300,000,000 principal amount of 6.875% Notes due 2029 of the Company (the “Notes”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NMFC SENIOR LOAN PROGRAM IV LLCLimited Liability Company Agreement • May 17th, 2023 • New Mountain Finance Corp • Delaware
This First Amended and Restated Limited Liability Company Agreement of NMFC Senior Loan Program IV LLC (the “Company”), dated as of May 5, 2021, is entered into by and between SkyKnight Income, LLC, a Delaware limited liability company, SkyKnight Income III, LLC, a Delaware limited liability company, and New Mountain Finance Corporation, a Delaware corporation, as the members hereunder (each, a “Member” and collectively, the “Members”).
FOURTH SUPPLEMENTAL INDENTURE between NEW MOUNTAIN FINANCE CORPORATION and as Trustee Dated as of November 13, 2023New Mountain Finance Corp • November 13th, 2023
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of November 13, 2023, is between NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • March 10th, 2023 • New Mountain Finance Corp
The investor listed on the signature pages hereto (the “Undersigned”), for itself and on behalf of the accounts listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is acquiring Purchased Notes (as defined below) hereunder, a “Purchaser”), enters into this Private Placement Purchase Agreement (this “Agreement”) with New Mountain Finance Corporation, a Delaware corporation (the “Company”), on March 8, 2023, whereby the Purchasers will purchase (the “Purchase”) an additional issuance of the Company’s outstanding 7.50% Convertible Notes due 2025 of the Company (the “Convertible Notes”), that were originally issued by the Company to several purchasers pursuant to the provisions of an indenture dated as of August 20, 2018 (the “Base Indenture”), as amended by the Third Supplemental Indenture dated as of November 2, 2022 (together with the Base Indenture, the “Indenture”), attached here
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2011 • New Mountain Finance Corp • Delaware
This Indemnification Agreement (the “Agreement”) is made as of the date set forth below, by and between New Mountain Finance Corporation, a Delaware corporation (the “Company”), and the person (“Indemnitee”) listed on the signature page hereof.
Underwriting AgreementUnderwriting Agreement • October 25th, 2019 • New Mountain Finance Corp • New York
New Mountain Finance Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,000,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share, of the Company (“Stock”). In addition, the Company proposes to sell, at the election of the Representatives, up to an additional 1,200,000 shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares are herein referred to collectively as the “Shares.” If the only firms listed in Schedule I hereto are the Representatives, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to refer to such firms. Further, if only one firm is listed in Schedule I hereto, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to mean “Underwriter” and “Representat
JOINT FILING AGREEMENTJoint Filing Agreement • May 31st, 2011 • New Mountain Finance Corp
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as Pledgor WELLS FARGO SECURITIES, LLC, as Administrative Agent on behalf of the Secured Parties and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENTAccount Control Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of , 2011, among NEW MOUNTAIN FINANCE HOLDINGS, L.L.C. (the “Pledgor”), WELLS FARGO SECURITIES, LLC as Administrative Agent on behalf of the Secured Parties to the Loan Agreement defined below (the “Secured Party”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian and securities intermediary (the “Securities Intermediary”).
New Mountain Finance Holdings, L.L.C.Please Confirm Your Agreement • May 9th, 2011 • New Mountain Finance Corp
Reference is hereby made to the Investment Advisory and Management Agreement (the “Investment Management Agreement”) by and between New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Company”), and New Mountain Finance Advisers BDC, L.L.C., a Delaware limited liability company (the “Adviser”), dated , 2011.
New Mountain Finance Corporation Up to $250,000,000 Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 4th, 2021 • New Mountain Finance Corp • New York
ContractLoan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of October 27, 2011 (this “Amendment”), between NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Borrower”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”).
New Mountain Finance Corporation AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 19th, 2023 • New Mountain Finance Corp
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of , 2011 (the “Effective Date”), by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), New Mountain Finance Corporation, a Delaware corporation (“New Mountain Finance”), and New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Operating Company”). New Mountain Finance and the Operating Company are each referred to herein as a “Licensee”, and collectively as the “Licensees”). The Licensor and the Licensees are sometimes referred to herein separately as a “party” and collectively as the “parties.”
SECOND SUPPLEMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT NEW MOUNTAIN FINANCE CORPORATIONNote Purchase Agreement • February 5th, 2018 • New Mountain Finance Corp • New York
This Second Supplement to Amended and Restated Note Purchase Agreement (the “Supplement”) is between New Mountain Finance Corporation, a Delaware corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
Form of Amendment No. 1 to Amended and Restated Loan AgreementLoan Agreement • December 23rd, 2021 • New Mountain Finance Corp • New York
Amendment No.1, dated as of December 17, 2021 (this “Amendment”), among New Mountain Finance Corporation (the “Borrower”) and NMF Investments III, L.L.C. (the "Lender") under the Existing Agreement referred to below.
ContractLoan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of November 11, 2011 (this “Amendment”), between NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Borrower”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”).
AMENDMENT NO. 1 TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 14th, 2011 • New Mountain Finance Corp • New York
This AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of November 8, 2011 to the Agreement referred to below is effective as of April 8, 2011 (the “Effective Date”), and this Amendment No. 1 is made by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), New Mountain Finance Corporation, a Delaware corporation (“New Mountain Finance”), New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Operating Company”), New Mountain Finance Advisers BDC, L.L.C., a Delaware limited liability company (the “Investment Adviser” ), New Mountain Finance AIV Holdings Corporation (“AIV”), and New Mountain Finance Administration, L.L.C. (the “Administrator”).
COMMITMENT INCREASE AGREEMENT August 27, 2019Commitment Increase Agreement • October 25th, 2019 • New Mountain Finance Corp • Texas
Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below
ContractLoan Financing and Servicing Agreement • December 16th, 2019 • New Mountain Finance Corp • New York
FORM OF AMENDMENT NO. 5 TO LOAN FINANCING AND SERVICING AGREEMENT (this “Amendment), dated as of December 12, 2019 (the “Fifth Amendment Effective Date”), among New Mountain Finance DB, L.L.C., as borrower (the “Borrower”), Deutsche Bank AG, New York Branch (“DBNY”), as facility agent (in such capacity, the “Facility Agent”), New Mountain Finance Corporation, as equityholder (the “Equityholder”) and as servicer (the “Servicer”), U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”) and collateral custodian (in such capacity, the “Collateral Custodian”) and DBNY, KeyBank National Association (“KeyBank”), Customers Bank (“Customers”), Hitachi Capital America Corp. (“Hitachi”) and Citizens Bank, N.A. (“Citizens”), each as an agent (an “Agent”) and as a committed lender (a “Lender”).
ContractLoan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of September 23, 2011 (this “First Amendment”), between NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Borrower”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”).
SAFEKEEPING AGREEMENT Dated as of , 2011 among NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., WELLS FARGO SECURITIES, LLC, as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Safekeeping Agent,Safekeeping Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
THIS SAFEKEEPING AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of , 2011, by and among (a) NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (“New Mountain”), (b) WELLS FARGO SECURTIES, LLC, as Administrative Agent (in such capacity and together with any successor thereto, the “Administrative Agent”) under the Amended and Restated Loan and Security Agreement, dated as of , 2011, by and among, New Mountain, as the Borrower, each of the Lenders from time to time party thereto (the “Lenders”), the Administrative Agent, and the Safekeeping Agent (as defined below) (as the same may be amended, extended, restated, supplemented, modified, refinanced, refunded or replaced from time to time, the “Loan Agreement”), and (c) WELLS FARGO BANK, NATIONAL ASSOCIATION, as safekeeping agent (in such capacity and together with any successor thereto, the “Safekeeping Agent”, and collectively with New Mountain and the Admi
ContractLoan and Security Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”), dated as of March 9, 2011 (the “Second Amendment Date”), between NEW MOUNTAIN GUARDIAN SPV FUNDING, L.L.C., a Delaware limited liability company (the “Borrower”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”).
EXECUTION VERSION USActive 60118842.3 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of February 14, 2024 (the “Amendment Date”), among NMFC SENIOR LOAN PROGRAM IV LLC, a Delaware limited liability company (the...Loan and Security Agreement • February 26th, 2024 • New Mountain Finance Corp • New York
AMENDMENT NO. 4New Mountain Finance Corp • July 11th, 2018 • New York
AMENDMENT NO. 4 (this “Amendment”) dated as of July 5, 2018, among NEW MOUNTAIN FINANCE CORPORATION (the “Borrower”), the Lenders party hereto and GOLDMAN SACHS BANK USA, in its capacity as Administrative Agent (the “Agent”) under the Credit Agreement referred to below.
New Mountain Finance Corporation Announces Extension of Credit Facility with Wells Fargo Extends Maturity Three Years to 2019 Combines Existing Wells Fargo Credit FacilitiesNew Mountain Finance Corp • December 23rd, 2014
NEW YORK—(BUSINESS WIRE)— December 23, 2014— On December 18, 2014, New Mountain Finance Corporation (the “Company”) entered into the Second Amended and Restated Loan and Security Agreement (the “New Holdings Credit Facility”), by and among the Company, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Securities, LLC, as the administrative agent, and Wells Fargo Bank, National Association (“Wells Fargo”), as the lender and collateral custodian.
