Underwriting AgreementUnderwriting Agreement • October 25th, 2019 • 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 8,000,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share, of the Company (“Stock”). In addition, the Company proposes to sell, at the election of the Representatives, up to an additional 1,200,000 shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares are herein referred to collectively as the “Shares.” If the only firms listed in Schedule I hereto are the Representatives, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to refer to such firms. Further, if only one firm is listed in Schedule I hereto, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to mean “Underwriter” and “Representat
COMMITMENT INCREASE AGREEMENT August 27, 2019Commitment Increase Agreement • October 25th, 2019 • New Mountain Finance Corp • Texas
Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below
FACILITY INCREASE AGREEMENTFacility Increase Agreement • October 25th, 2019 • New Mountain Finance Corp • New York
WHEREAS, this Facility Increase Agreement is being executed and delivered under Section 2.1(c) of the Third Amended and Restated Loan and Security Agreement, dated as of October 24, 2017 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among New Mountain Finance Corporation, as the collateral manager (together with its successors and assigns in such capacity, the “Collateral Manager”), the Borrower, the Administrative Agent, Wells Fargo Bank, National Association, as the Swingline Lender, each of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Capitalized terms used but not defined herein shall have the meaning provided in the Loan and Security Agreement; and
JOINDER SUPPLEMENTLoan and Security Agreement • October 25th, 2019 • New Mountain Finance Corp
WHEREAS, this Joinder Supplement is being executed and delivered under Section 2.1(c) of the Third Amended and Restated Loan and Security Agreement, dated as of October 24, 2017 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among New Mountain Finance Corporation, as the collateral manager (together with its successors and assigns in such capacity, the “Collateral Manager”), the Borrower, the Administrative Agent, Wells Fargo Bank, National Association, as the Swingline Lender, each of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Capitalized terms used but not defined herein shall have the meaning provided in the Loan and Security Agreement; and
JOINDER AGREEMENTJoinder Agreement • October 25th, 2019 • New Mountain Finance Corp • New York
WHEREAS, this Joinder Agreement is being executed and delivered under Section 2.8 of the Loan Financing and Servicing Agreement, dated as of December 14, 2018 (as amended, modified, waived, supplemented or restated from time to time, the “Loan Financing and Servicing Agreement”), by and among Borrower, New Mountain Finance Corporation, as equityholder and servicer (in such capacity, the “Servicer”), Deutsche Bank AG, New York Branch, as the facility agent (the “Facility Agent”), each of the Agents and Lenders from time to time party thereto and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral Agent”) and as the collateral custodian (in such capacity, the “Collateral Custodian”). Capitalized terms used but not defined herein shall have the meanings provided in the Loan Financing and Servicing Agreement; and
JOINDER SUPPLEMENTNew Mountain Finance Corp • October 25th, 2019
WHEREAS, this Joinder Supplement is being executed and delivered under Section 2.1(c) of the Third Amended and Restated Loan and Security Agreement, dated as of October 24, 2017 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among New Mountain Finance Corporation, as the collateral manager (together with its successors and assigns in such capacity, the “Collateral Manager”), the Borrower, the Administrative Agent, Wells Fargo Bank, National Association, as the Swingline Lender, each of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Capitalized terms used but not defined herein shall have the meaning provided in the Loan and Security Agreement; and
