FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • March 10th, 2023 • New Mountain Finance Corp
The investor listed on the signature pages hereto (the “Undersigned”), for itself and on behalf of the accounts listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is acquiring Purchased Notes (as defined below) hereunder, a “Purchaser”), enters into this Private Placement Purchase Agreement (this “Agreement”) with New Mountain Finance Corporation, a Delaware corporation (the “Company”), on March 8, 2023, whereby the Purchasers will purchase (the “Purchase”) an additional issuance of the Company’s outstanding 7.50% Convertible Notes due 2025 of the Company (the “Convertible Notes”), that were originally issued by the Company to several purchasers pursuant to the provisions of an indenture dated as of August 20, 2018 (the “Base Indenture”), as amended by the Third Supplemental Indenture dated as of November 2, 2022 (together with the Base Indenture, the “Indenture”), attached here
