CUSTODY AGREEMENTCustody Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of July 3, 2019 and is by and between NEW MOUNTAIN GUARDIAN III BDC, L.L.C. (and any successor or permitted assign), a Delaware limited liability corporation, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting hereunder), a national banking association, as custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”) and as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”).
AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of July 7, 2022 (the “Amendment Date”), among NEW MOUNTAIN GUARDIAN III SPV, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN GUARDIAN III BDC,...Loan and Security Agreement • July 12th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York
THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 30, 2019, by and among:
CUSTODIAN AGREEMENTCustodian Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • Massachusetts
New Mountain Guardian III BDC, L.L.C. $125,000,000 3.57% Series 2021A Senior Notes, Tranche A, due July 15, 2025 $50,000,000 3.62% Series 2021A Senior Notes, Tranche B, due July 15, 2025 Master Note Purchase Agreement Dated August 4, 2021Master Note Purchase Agreement • August 10th, 2021 • New Mountain Guardian III BDC, L.L.C. • New York
New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Company”), agrees with each of the Purchasers as follows:
NEW MOUNTAIN GUARDIAN III BDC, L.L.C.Limited Liability Company Agreement • November 6th, 2024 • New Mountain Guardian III BDC, L.L.C. • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of November 5, 2024, by and among the Persons listed in the books and records of the Fund as Members of the Fund. This Agreement amends and restates in its entirety the previous Fourth Amended and Restated Limited Liability Company Agreement of the Fund, dated as of June 28, 2023 (the “Fourth Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.
ContractCredit Agreement • March 6th, 2024 • New Mountain Guardian III BDC, L.L.C. • New York
ADMINISTRATION AGREEMENTAdministration Agreement • March 9th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of February 16, 2022 by and between New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Fund”) and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”). The Fund and the Administrator are sometimes referred to herein separately as a "party" and collectively as the "parties".
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of June 18, 2019 (the “Effective Date”), by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), and New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Licensee”). The Licensor and the Licensee are sometimes referred to herein separately as a “party” and collectively as the “parties.”
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN New Mountain Guardian III BDC, L.L.C. AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • April 13th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York
This Agreement (this "Agreement") is made this 11th day of April, 2022, by and between NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the "Fund"), and NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company (the "Adviser").
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C.
LOAN AUTHORIZATION AGREEMENT DATED: JULY 30, 2019Loan Authorization Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
The Fund referred to below has applied for, and BMO Harris Bank N.A. (the “Lender”), has approved the establishment of, a loan authorization account (“Loan Account”) from which the Fund may from time to time request loans in an aggregate amount of up to the maximum amount of credit shown below (the “Amount of Maximum Credit”). Interest on such loans is computed at a variable rate which may change daily based upon changes in the Prime Rate or the LIBOR Quoted Rate (each hereinafter defined). The Fund may make principal payments at any time and in any amount without premium or penalty. The request by the Fund for, and the making by the Lender of, any loan against the Loan Account shall constitute an agreement between the Fund and the Lender as follows:
ContractLoan Administration and Custodial Agreement • March 6th, 2024 • New Mountain Guardian III BDC, L.L.C. • New York
Second Amendment to Loan Authorization AgreementLoan Authorization Agreement • March 15th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York
Reference is hereby made to that certain Loan Authorization Agreement dated as July 30, 2019, between New Mountain Guardian Partners III BDC, L.L.C. (the “Fund”), and BMO Harris Bank N.A. (the “Lender”) (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Loan Agreement”). All capitalized terms used in this Second Amendment to Loan Authorization Agreement (this “Amendment”) but not defined herein shall have the same meanings herein as such terms have in the Loan Agreement.
DESCRIPTION OF SECURITIESLimited Liability Company Agreement • March 9th, 2021 • New Mountain Guardian III BDC, L.L.C.
The following description is based on relevant portions of the Delaware Limited Liability Company Act and on our Limited Liability Company Agreement. This summary is not necessarily complete, and we refer you to the Limited Liability Company Agreement, as amended and restated on January 15, 2021 (the "Second A&R LLC Agreement") for a more detailed description of the provisions summarized below.
September 30, 2021Loan Authorization Agreement • October 6th, 2021 • New Mountain Guardian III BDC, L.L.C. • New York
First Supplement to Master Note Purchase Agreement Dated as of March 10, 2022First Supplement to Master Note Purchase Agreement • March 15th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York
This First Supplement to Master Note Purchase Agreement (the or this “Supplement”) is among New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Series 2022A Additional Purchasers”).
ContractCollateral Administration Agreement • March 6th, 2024 • New Mountain Guardian III BDC, L.L.C. • New York
December __, 2019Facility Increase Letter • December 16th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
Reference is hereby made to the Loan Authorization Agreement dated as of July 30, 2019, among New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Fund”) and BMO Harris Bank N.A. (the “Lender”) (as amended, restated, supplemented or otherwise modified prior to date hereof, the “Loan Agreement”). All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Agreement.
CUSTODY AGREEMENT dated as of August 4, 2023 by and between NEW MOUNTAIN GUARDIAN III BDC, L.L.C. (“Company”) and WESTERN ALLIANCE TRUST COMPANY, N.A. (“Custodian”)Custody Agreement • August 10th, 2023 • New Mountain Guardian III BDC, L.L.C. • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of August 4, 2023, and is by and between NEW MOUNTAIN GUARDIAN III BDC, L.L.C. (and any successor or permitted assign, the “Company”), a limited liability company organized under the laws of Delaware and WESTERN ALLIANCE TRUST COMPANY, N.A. (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.
DESCRIPTION OF SECURITIESLimited Liability Company Agreement • March 9th, 2022 • New Mountain Guardian III BDC, L.L.C.
The following description is based on relevant portions of the Delaware Limited Liability Company Act and on our Limited Liability Company Agreement. This summary is not necessarily complete, and we refer you to the Limited Liability Company Agreement, as amended and restated on July 22, 2021 (the "Third A&R LLC Agreement") for a more detailed description of the provisions summarized below.
DESCRIPTION OF SECURITIESLimited Liability Company Agreement • March 4th, 2020 • New Mountain Guardian III BDC, L.L.C.
The following description is based on relevant portions of the Delaware Limited Liability Company Act and on our Limited Liability Company Agreement. This summary is not necessarily complete, and we refer you to the Limited Liability Company Agreement for a more detailed description of the provisions summarized below.
June 1, 2021Loan Authorization Agreement • June 4th, 2021 • New Mountain Guardian III BDC, L.L.C. • New York
December 29, 2020Letter Agreement • January 4th, 2021 • New Mountain Guardian III BDC, L.L.C. • New York
Reference is hereby made to the Loan Authorization Agreement dated as of July 30, 2019, among New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Fund”), and BMO Harris Bank N.A. (the “Lender”) (as amended, restated, supplemented or otherwise modified prior to date hereof, the “Loan Agreement”). All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Agreement.
AGREEMENT AND PLAN OF MERGER among NEW MOUNTAIN PRIVATE CREDIT FUND, NEW MOUNTAIN GUARDIAN III BDC, L.L.C. and NEW MOUNTAIN FINANCE ADVISERS, L.L.C. (for the limited purposes set forth herein) Dated as of October 11, 2024Merger Agreement • October 16th, 2024 • New Mountain Guardian III BDC, L.L.C. • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 11, 2024 (this “Agreement”), is made by and among New Mountain Private Credit Fund, a Maryland statutory trust (the “Acquiror”), New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Company”), and, solely for purposes of ARTICLE V, Section 7.2, Section 8.2, Section 8.3 and ARTICLE XI, New Mountain Finance Advisers, L.L.C., a Delaware limited liability company and the investment adviser to the Acquiror and the Company (the “Adviser”).
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of August 1, 2019 (the “Effective Date”), is entered into by and between NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).
ContractLoan and Security Agreement • March 15th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of March 11, 2022 (the “Amendment Date”), among NEW MOUNTAIN GUARDIAN III SPV, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Collateral Manager”), NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Equityholder”) and (the “Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”) and as a lender (the “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the collateral custodian (the “Collateral Custodian).
