U.S. $93,750,000 LOAN AND SECURITY AGREEMENT by and among NEW MOUNTAIN GUARDIAN (LEVERAGED), L.L.C., as the Collateral Administrator NEW MOUNTAIN GUARDIAN SPV FUNDING, L.L.C., as the Borrower EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the...Loan and Security Agreement • May 9th, 2011 • New Mountain Finance Corp • 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 October 27, 2010, by and among:
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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW MOUNTAIN FINANCE HOLDINGS, L.L.C. Dated , 2011 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE...Limited Liability Company Agreement • May 9th, 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 , 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.
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.
JOINDERJoinder Agreement • May 9th, 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 , 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.
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.Investment Advisory and Management 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.
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.”
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”).
Letter AgreementLoan and Security Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of [ ], 2011, by and among:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C.Limited Liability Company Agreement • May 9th, 2011 • New Mountain Finance Corp • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) OF NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C., a Delaware limited liability company (the “Company”), dated as of , 2011, is entered into by New Mountain Finance Holdings, L.L.C. (f/k/a New Mountain Guardian (Leveraged), L.L.C.), a Delaware limited liability company, as the sole member of the Company (the “Managing Member”), and Matthew Kaufman, as the Independent Manager (as defined in Section 2.1(b)).
ContractLoan and Security Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”), dated as of December 13, 2010 (the “First 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”).
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN NEW MOUNTAIN FINANCE HOLDINGS, L.L.C. AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
Agreement (this “Agreement”) made this th day of 2011, 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”).
Underwriting AgreementUnderwriting Agreement • May 9th, 2011 • 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 [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Common Stock, $[·] par value per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
ADMINISTRATION AGREEMENTAdministration Agreement • May 9th, 2011 • New Mountain Finance Corp • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of , 2011 by and among 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” and, together with New Mountain Finance, each a “New Mountain Fund” and collectively, the “New Mountain Funds”) and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”). New Mountain Finance, the Operating Company and the Administrator are sometimes referred to herein separately as a “party” and collectively as the “parties”.
