Form of Underwriting Agreement] New Mountain Finance Corporation Common Stock, $0.01 par value per share Underwriting AgreementUnderwriting Agreement • September 25th, 2012 • New Mountain Finance Corp • New York
The undersigned, New Mountain Finance Corporation, a Delaware corporation (the “Company”), New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (“NMF LLC” and, together with the Company, the “NMF Funds”), New Mountain Finance Advisers BDC, L.L.C., a Delaware limited liability company (the “Adviser”), New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”) and New Mountain Finance AIV Holdings Corporation (the “Selling Stockholder”), confirm their respective agreements with the several underwriters named in Schedule I hereto (the “Underwriters”), subject to the terms and conditions stated herein, for the sale to the Underwriters by the Selling Stockholder of an aggregate of 4,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 600,000 additional shares (the “Optional Shares”) of Common Stock, $0.01 par value per share (“Stock”) of the Company (the Firm Shares and the Optional Shares tha
