0001104659-14-036506 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW MOUNTAIN FINANCE HOLDINGS, L.L.C.
Limited Liability Company Agreement • May 8th, 2014 • New Mountain Finance Holdings, L.L.C. • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, restated, supplemented or modified from and after the date hereof, this “Agreement”) of NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Company”), dated as of May 8, 2014, is entered into by New Mountain Finance Corporation, a Delaware corporation, as the sole member of the Company (the “Managing Member”), and Michael Bondar, in his capacity as an Independent Manager (as defined in Section 2.1(b)).

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INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN NEW MOUNTAIN FINANCE CORPORATION AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.
Investment Advisory and Management Agreement • May 8th, 2014 • New Mountain Finance Holdings, L.L.C. • New York

Agreement (this “Agreement”) made this 8th day of May 2014, by and between NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation (the “Company”), and NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company (the “Adviser”).

Contract
Loan and Security Agreement • May 8th, 2014 • New Mountain Finance Holdings, L.L.C. • New York

THIRTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of May 6, 2014 (this “Amendment”), among 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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).

Contract
Loan and Security Agreement • May 8th, 2014 • New Mountain Finance Holdings, L.L.C. • New York

THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May 6, 2014 (this “Amendment”), among NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company, (the “Collateral Administrator”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).

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