CUSTODY AGREEMENTCustody Agreement • April 11th, 2014 • New Mountain Finance Holdings, L.L.C. • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of March 31, 2014, and is by and between NEW MOUNTAIN FINANCE CORPORATION (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 787 Seventh Avenue, 48th Floor, New York, New York 10019, and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110.
JOINDER May 19, 2011Limited Liability Company Agreement • August 11th, 2011 • New Mountain Finance Holdings, L.L.C. • 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 • April 11th, 2014 • New Mountain Finance Holdings, L.L.C. • New York
New Mountain Finance Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,500,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (“Stock”) of the Company. In addition, the Company proposes to sell, at the election of the Representatives, up to an additional 525,000 of Stock of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares are herein referred to collectively as the “Shares.”
ContractLoan and Security Agreement • October 29th, 2013 • New Mountain Finance Holdings, L.L.C. • New York
ELEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of October 28, 2013 (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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).
ContractLoan and Security Agreement • December 21st, 2012 • New Mountain Finance Holdings, L.L.C. • New York
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 18, 2012 (the “Amendment Date”), between NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as collateral administrator (the “Collateral Administrator”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”), WELLS FARGO BANK NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW MOUNTAIN FINANCE HOLDINGS, L.L.C.Limited Liability Company Agreement • May 8th, 2014 • New Mountain Finance Holdings, L.L.C. • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, restated, supplemented or modified from and after the date hereof, this “Agreement”) of NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Company”), dated as of May 8, 2014, is entered into by New Mountain Finance Corporation, a Delaware corporation, as the sole member of the Company (the “Managing Member”), and Michael Bondar, in his capacity as an Independent Manager (as defined in Section 2.1(b)).
ContractLoan and Security Agreement • December 21st, 2012 • New Mountain Finance Holdings, L.L.C. • New York
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of December 18, 2012 (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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN NEW MOUNTAIN FINANCE CORPORATION AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • May 8th, 2014 • New Mountain Finance Holdings, L.L.C. • New York
Agreement (this “Agreement”) made this 8th day of May 2014, by and between NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation (the “Company”), and NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company (the “Adviser”).
ContractLoan and Security Agreement • March 25th, 2014 • New Mountain Finance Holdings, L.L.C. • New York
TWELFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of March 24, 2014 (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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2011 • New Mountain Finance Holdings, L.L.C. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of this 19th day of May, 2011 (this “Agreement”), among New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Operating Company”), New Mountain Guardian Partners (Leveraged), L.L.C., a Delaware limited liability company (“Guardian Partners Leveraged”) and, with respect to Section 1.02 only, New Mountain Guardian Partners, L.P., a Delaware limited partnership (“Guardian Partners”). The Operating Company, Guardian Partners Leveraged and Guardian Partners shall each be referred to herein as a “Party” and shall be referred to collectively as the “Parties”.
ContractLoan and Security Agreement • May 8th, 2014 • New Mountain Finance Holdings, L.L.C. • New York
THIRTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of May 6, 2014 (this “Amendment”), among 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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).
ContractLoan and Security Agreement • May 8th, 2014 • New Mountain Finance Holdings, L.L.C. • New York
THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May 6, 2014 (this “Amendment”), among NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company, (the “Collateral Administrator”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).
ContractLoan and Security Agreement • April 1st, 2013 • New Mountain Finance Holdings, L.L.C. • New York
NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of March 28, 2013 (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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2011 • New Mountain Finance Holdings, L.L.C. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of this 19th day of May, 2011 (this “Agreement”), between New Mountain Guardian Partners (Leveraged), L.L.C., a Delaware limited liability company (“Guardian Partners Leveraged”), and New Mountain Guardian Partners Debt Funding, L.L.C., a Delaware limited liability company and wholly-owned direct subsidiary of Guardian Partners Leveraged (“Guardian Partners Debt Funding”). Guardian Partners Leveraged and Guardian Partners Debt Funding shall each be referred to herein as a “Party” and shall be referred to collectively as the “Parties”.
ContractLoan and Security Agreement • March 13th, 2013 • New Mountain Finance Holdings, L.L.C. • New York
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 11, 2013 (the “Amendment Date”), between NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as collateral administrator (the “Collateral Administrator”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2011 • New Mountain Finance Holdings, L.L.C. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of this 19th day of May, 2011 (this “Agreement”), between New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Operating Company”), and New Mountain Guardian Debt Funding, L.L.C., a Delaware limited liability company and wholly-owned direct subsidiary of the Operating Company (“Guardian Debt Funding”). The Operating Company and Guardian Debt Funding shall each be referred to herein as a “Party” and shall be referred to collectively as the “Parties”.
