CUSTODIAN AGREEMENTCustodian Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • Massachusetts
This Agreement is made as of May 15, 2023 (this “Agreement”), between NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C. (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
ContractLimited Liability Company Agreement • March 5th, 2024 • New Mountain Guardian IV Income Fund, L.L.C. • Delaware
ADMINISTRATION AGREEMENTAdministration Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of December 14, 2022 by and among New Mountain Guardian IV Unlevered 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 • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of December 14, 2022 (the “Effective Date”), by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), and New Mountain Guardian IV Unlevered 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 IV UNLEVERED BDC, L.L.C. AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • New York
This Agreement (this "Agreement") is made this 14th day of December, 2022, by and between NEW MOUNTAIN GUARDIAN IV UNLEVERED 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").
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C.
THIS AGREEMENT is made as of the 15th day of May, 2023, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C., a limited liability company organized and existing under the laws of the state of Delaware (the “Company”).
Loan Authorization Agreement Dated: June 29, 2023Loan Authorization Agreement • July 6th, 2023 • New Mountain Guardian IV Unlevered 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 SOFR 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:
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT New Mountain Finance Advisers BDC, L.L.C.Expense Limitation and Reimbursement Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C.
New Mountain Finance Advisers BDC, L.L.C. (the “Adviser”) hereby agrees to reduce and/or waive its Base Management Fee, as defined in the Investment Advisory and Management Agreement between the Fund and the Adviser (the “Advisory Agreement”), and to the extent necessary, bear other expenses of or make payments to the Fund, in the amount of Excess Specified Expenses and Excess Organizational and Offering Expenses (each as defined below).
New Mountain Finance Advisers BDC, L.L.C. New York, NY 10019Fee Waiver Agreement • December 22nd, 2023 • New Mountain Guardian IV Income Fund, L.L.C.
This letter agreement (this “Agreement”) confirms the voluntary temporary waiver by the Adviser of a portion of the Incentive Fees payable by the Company, effective on January 1, 2024, as follows:
ContractLoan Authorization Agreement • May 13th, 2024 • New Mountain Guardian IV Income Fund, L.L.C.
ContractLoan Authorization Agreement • May 13th, 2024 • New Mountain Guardian IV Income Fund, L.L.C.
UNCOMMITTED REVOLVING LOAN AGREEMENT Dated as of June 23, 2023Uncommitted Revolving Loan Agreement • June 29th, 2023 • New Mountain Guardian IV Unlevered BDC, L.L.C. • New York
New Mountain Guardian IV Unlevered BDC, L.L.C., a Delaware limited liability company (the “Borrower”), and NMF Investments III, L.L.C., a Delaware limited liability company (the “Lender”) hereby agree as follows (with capitalized terms not otherwise defined herein having the meanings ascribed to them in Section 18):
DESCRIPTION OF SECURITIESLimited Liability Company Agreement • March 5th, 2024 • New Mountain Guardian IV Income Fund, 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 New Mountain Guardian IV Income Fund, L.L.C’s (the “Fund”) limited liability company agreement, as amended and restated on July 10, 2023 (the “A&R LLC Agreement”) for a more detailed description of the provisions summarized below.
AMENDMENT No. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C.Limited Liability Company Agreement • July 13th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • Delaware
This Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of New Mountain Guardian IV Unlevered BDC, L.L.C., a Delaware limited liability company (the “Company”), dated as of July 10, 2023 (this “Amendment”), is made and entered into by and among the Persons listed in the books and records of the Company as Members of the Company (collectively, the “Members”) and New Mountain Finance Advisers BDC, L.L.C., a Delaware limited liability company, the Company’s Adviser.
October 5, 2023Loan Authorization Agreement • October 10th, 2023 • New Mountain Guardian IV Income Fund, L.L.C.
