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.
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.”
