Exhibit 10.2





 


New
Mountain Finance Advisers BDC, L.L.C. 


1633 Broadway, 47th Floor 


New York, New York 10019 


 


November 2, 2021


 


Mr. Robert A. Hamwee 


Chief Executive Officer 


New Mountain Finance Corporation 


787 Seventh Avenue, 48th Floor 


New York, New York 10019


 


		Re:	Waiver of Base Management Fee



 


Dear Mr. Hamwee:


 


The purpose of this letter
is to extend the term of that certain fee waiver letter agreement dated May 4, 2021 (the “Initial Fee Waiver Letter”)
provided to New Mountain Finance Corporation (the “Company”) by New Mountain Finance Advisers BDC, L.L.C. (the
“Adviser”). Pursuant to the Initial Fee Waiver Letter, the Adviser agreed to waive a certain amount of the Base
Management Fee beginning with the quarter ended March 31, 2021 through the quarter ending December 31, 2022. The Adviser desires
to extend the term of the Initial Fee Waiver Letter to be effective through the quarter ending December 31, 2023. In furtherance
of the foregoing, the Initial Fee Waiver Letter is amended and restated as set forth below.


 


Reference is hereby made to
the Investment Advisory and Management Agreement (the “Investment Management Agreement”), dated May 8,
2014, as amended by Amendment No. 1 thereto on November 1, 2021, by and between the Company and the Adviser. Capitalized terms
used but not defined herein shall have the meaning ascribed to them in the Investment Management Agreement.


 


Effective as of and for the
quarter ended March 31, 2021 (the “Effective Date”) through the quarter ending December 31, 2023 (the
“Termination Date”), we hereby agree to calculate the Base Management Fee as indicated below (defined below
as the “Reduced Base Management Fee”), and to waive such portion of the Base Management Fee that is in excess
of the Reduced Base Management Fee that the Adviser would otherwise be entitled to receive under the Investment Management Agreement prior
to the Effective Date.


 


Pursuant to the
Investment Management Agreement, the Adviser, for its services to the Company, is entitled to receive a Base Management Fee from the
Company calculated at an annual rate of 1.4% of the Company’s gross assets, as presented in the Company’s consolidated
financial statements prepared in conformity with accounting principles generally accepted in the United States of America
(“GAAP”), less cash and cash equivalents. The Base Management Fee is payable quarterly in arrears,
and is calculated based on the average value of the Company’s gross assets at the end of each of the two most recently
completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raised or repurchased during the
current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro-rated.


 






     


     


    

 


As of the Effective Date and
through the Termination Date, the Base Management Fee will be calculated at an annual rate of 1.25% of the Company’s gross assets,
as presented in the Company’s consolidated financial statements prepared in conformity with GAAP (the “Reduced Base
Management Fee”). The Reduced Base Management Fee will be payable quarterly in arrears, and will be calculated based on
the average value of the Company’s gross assets at the end of each of the two most recently completed calendar quarters, and appropriately
adjusted on a pro rata basis for any equity capital raised or repurchased during the current calendar quarter.


 


For the avoidance of doubt,
the purpose of this waiver agreement is to reduce the base management fees payable to the Adviser by the Company for the quarter ended
March 31, 2021 through the quarter ending December 31, 2023. In order to ensure that the Reduced Base Management Fee is less
than the Base Management Fee that would otherwise be payable under the Investment Management Agreement, the Adviser will, for each quarterly
period during the term of this waiver agreement, calculate the Reduced Base Management Fee and the Base Management Fee under the terms
of the Investment Management Agreement. If, for any quarterly period during the term of this waiver agreement, the Reduced Base Management
Fee would be greater than the Base Management Fee calculated under the terms of the Investment Management Agreement, the Adviser shall
only be entitled to the lesser of those two amounts.


 


Unless otherwise agreed to
in writing by the Adviser and the Company, and assuming the Investment Management Agreement remains in effect, beginning with the quarter
ending March 31, 2024, the Company will pay the Adviser a Base Management Fee that complies with the terms of the Investment Management
Agreement. The Fee Waiver Agreement does not change the calculation of the incentive fees payable under the Investment Management Agreement.


 


[Signature page to follow]


 






     


     


    

 


	 	Sincerely yours,
	 	 	 
	 	New Mountain Finance Advisers BDC, L.L.C.
	 	 	 
	 	By: 	 /s/ Adam B. Weinstein
	 	 	Name: Adam B. Weinstein 
	 	 	Title: Authorized Signatory