NEW MOUNTAIN GUARDIAN IV BDC, L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 10, 2022Limited Liability Company Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN IV BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of June 10, 2022, by and among the Persons listed in the books and records of the Fund as Members of the Fund and by the Adviser (as defined herein). This Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement of the Fund, dated as of May 3, 2022 (the “A&R Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of May 3, 2022 (the “Effective Date”), by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), and New Mountain Guardian IV BDC, L.L.C., a Delaware limited liability company (the “Licensee”). The Licensor and the Licensee are sometimes referred to herein separately as a “party” and collectively as the “parties.”
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN New Mountain Guardian IV BDC, L.L.C. AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
This Agreement (this "Agreement") is made this 3rd day of May, 2022, by and between NEW MOUNTAIN GUARDIAN IV BDC, L.L.C., a Delaware limited liability company (the "Fund"), and NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company (the "Adviser").
ADMINISTRATION AGREEMENTAdministration Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of May 3, 2022 by and among New Mountain Guardian IV BDC, L.L.C., a Delaware limited liability company (the “Fund”) and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”). The Fund and the Administrator are sometimes referred to herein separately as a “party” and collectively as the “parties”.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • Massachusetts
THIS AGREEMENT is made as of the 9th day of May, 2022, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and NEW MOUNTAIN GUARDIAN IV BDC, L.L.C., a corporation organized and existing under the laws of the state of Delaware (the “Company”).
CUSTODY AGREEMENT dated as of April 22, 2022 by and between NEW MOUNTAIN GUARDIAN IV BDC, L.L.C. (“Company”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“Custodian”)Custody Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of April 22, 2022 and is by and between NEW MOUNTAIN GUARDIAN IV BDC, L.L.C. (and any successor or permitted assign), a Delaware limited liability company, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (or any successor or permitted assign acting hereunder), a national banking association, as custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT New Mountain Finance Advisers BDC, L.L.C. 1633 Broadway, 48th Floor New York, New York 10019Limitation and Reimbursement Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C.
SERVICES AGREEMENTServices Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • Massachusetts
This Services Agreement (“Agreement”) dated and effective as of May 9, 2022, is by and between State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”).
