0001104659-11-064011 Sample Contracts

Contract
Loan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of October 27, 2011 (this “Amendment”), between NEW MOUNTAIN FINANCE HOLDINGS, 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”).

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Contract
Loan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of November 11, 2011 (this “Amendment”), between NEW MOUNTAIN FINANCE HOLDINGS, 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”).

AMENDMENT NO. 1 TO TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • November 14th, 2011 • New Mountain Finance Corp • New York

This AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of November 8, 2011 to the Agreement referred to below is effective as of April 8, 2011 (the “Effective Date”), and this Amendment No. 1 is made 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”), New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Operating Company”), New Mountain Finance Advisers BDC, L.L.C., a Delaware limited liability company (the “Investment Adviser” ), New Mountain Finance AIV Holdings Corporation (“AIV”), and New Mountain Finance Administration, L.L.C. (the “Administrator”).

Contract
Loan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of September 23, 2011 (this “First Amendment”), between NEW MOUNTAIN FINANCE HOLDINGS, 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”).

Contract
Loan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fifth Amendment”), dated as of October 27, 2011 (the “Fifth Amendment Date”), between NEW MOUNTAIN FINANCE 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”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • November 14th, 2011 • New Mountain Finance Corp • New York

This AMENDED AND RESTATED ADMINISTRATION AGREEMENT (“Agreement”) is made as of November 8, 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”), New Mountain Finance AIV Holdings Corporation, a Delaware corporation (“AIV Holdings”) and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”). References herein to a “New Mountain Fund” and the “New Mountain Funds” include New Mountain Finance, the Operating Company and AIV Holdings. New Mountain Finance, the Operating Company, AIV Holdings and the Administrator are sometimes referred to herein separately as a “party” and collectively as the “parties”.

AMENDMENT No. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW MOUNTAIN FINANCE HOLDINGS, L.L.C.
Limited Liability Company Agreement • November 14th, 2011 • New Mountain Finance Corp • Delaware

The Amended and Restated Limited Liability Company Agreement of New Mountain Finance Holdings, L.L.C., dated May 19, 2011 (the “Amended and Restated LLC Agreement”), is hereby amended with this Amendment No. 1 (this “Amendment”), which is entered into as of November 8, 2011, by and among New Mountain Finance Corporation, a Delaware corporation (“New Mountain Finance”) and New Mountain Finance AIV Holdings Corporation, a Delaware corporation (“AIV Holdings”).

Contract
Loan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”), dated as of July 15, 2011 (the “Fourth Amendment Date”), between NEW MOUNTAIN FINANCE 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”).

Contract
Loan and Security Agreement • November 14th, 2011 • New Mountain Finance Corp • New York

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Third Amendment”), dated as of May 19, 2011 (the “Third Amendment Date”), between NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C. (formerly known as 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”).

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