0001104659-22-034004 Sample Contracts

Second Amendment to Loan Authorization Agreement
Loan Authorization Agreement • March 15th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York

Reference is hereby made to that certain Loan Authorization Agreement dated as July 30, 2019, between New Mountain Guardian Partners III BDC, L.L.C. (the “Fund”), and BMO Harris Bank N.A. (the “Lender”) (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Loan Agreement”). All capitalized terms used in this Second Amendment to Loan Authorization Agreement (this “Amendment”) but not defined herein shall have the same meanings herein as such terms have in the Loan Agreement.

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First Supplement to Master Note Purchase Agreement Dated as of March 10, 2022
First Supplement to Master Note Purchase Agreement • March 15th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York

This First Supplement to Master Note Purchase Agreement (the or this “Supplement”) is among New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Series 2022A Additional Purchasers”).

Contract
Loan and Security Agreement • March 15th, 2022 • New Mountain Guardian III BDC, L.L.C. • New York

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT, (this “Amendment”) dated as of March 11, 2022 (the “Amendment Date”), among NEW MOUNTAIN GUARDIAN III SPV, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Collateral Manager”), NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Equityholder”) and (the “Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”) and as a lender (the “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the collateral custodian (the “Collateral Custodian).

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