**EXHIBIT 10.6**

 

**EXECUTION VERSION**

 

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of November 11, 2011 (this “Amendment”), between NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Borrower”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”).

 

WHEREAS, the Borrower, the Administrative Agent, the Lender, the other lenders party from time to time thereto and Wells Fargo Bank, National Association, as collateral custodian, are party to the Amended and Restated Loan and Security Agreement, dated as of May 19, 2011 (as amended from time to time prior to the date hereof, the “Loan and Security Agreement”), providing, among other things, for the making and the administration of the Advances by the lenders to the Borrower; and

 

WHEREAS, the Borrower, the Administrative Agent and the Lender desire to amend the Loan and Security Agreement, in accordance with Section 12.1 of the Loan and Security Agreement and subject to the terms and conditions set forth herein.

 

NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

**ARTICLE I**

 

Definitions

 

SECTION 1.1.        Defined Terms.  Terms used but not defined herein have the respective meanings given to such terms in the Loan and Security Agreement.

 

**ARTICLE II**

 

Amendments to Loan and Security Agreement

 

SECTION 2.1.        Amendment. Section 1.1 of the Loan and Security Agreement shall be amended by deleting the definition of “Payment Date” and inserting in lieu thereof the following:

 

““Payment Date”:  Quarterly on the 3rd Business Day of each January, April, July and October.”

 

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**ARTICLE III**

 

Representations and Warranties

 

SECTION 3.1.        The Borrower hereby represents and warrants to the Administrative Agent and the Lender that, as of the date first written above, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan and Security Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date).

 

**ARTICLE IV**

 

Conditions Precedent

 

SECTION 4.1.        This Amendment shall become effective as of the date first written above upon the execution and delivery of this Amendment by the Borrower, the Administrative Agent and the Required Lenders.

 

**ARTICLE V**

 

Miscellaneous

 

SECTION 5.1.        Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

SECTION 5.2.        Severability Clause.  In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

SECTION 5.3.        Ratification.  Except as expressly amended hereby, the Loan and Security Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Amendment shall form a part of the Loan and Security Agreement for all purposes.

 

SECTION 5.4.        Counterparts.  The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement.  Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

 

SECTION 5.5.        Headings.  The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

2

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

 

 
|   | **NEW   MOUNTAIN FINANCE HOLDINGS, L.L.C.**, as the Borrower |
|--------|--------------------------------------------------------------|
|   |                                                         |   |
|   |                                                         |   |
|   | By:                                                          | /s/   Adam Weinstein |
|   | Name:   Adam Weinstein                                       |
|   | Title:   Chief Financial Officer and Treasurer               |

 

[Signature Page to Third Amendment to A&R Loan and Security Agreement]

 

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|   | WELLS   FARGO SECURITIES, LLC,                                                                    |
|--------|---------------------------------------------------------------------------------------------------|
|   | as   Administrative Agent                                                                         |
|   |                                                                                              |   |
|   |                                                                                              |   |
|   | By:                                                                                               | /s/   Allan Schmitt |
|   |                                                                                              | Name:   Allan Schmitt |
|   |                                                                                              | Title:   Vice President |
|   |                                                                                              |   |
|   |                                                                                              |   |
|   | WELLS   FARGO BANK, NATIONAL ASSOCIATION,                                                         |
|   | representing   100% of the aggregate Commitments of the Lenders in effect as of the date   hereof |
|   |                                                                                              |   |
|   |                                                                                              |   |
|   | By:                                                                                               | /s/   Jason Powers |
|   |                                                                                              | Name:   Jason Powers |
|   |                                                                                              | Title:   Director |

 

[Signature Page to Third Amendment to A&R Loan and Security Agreement]

 

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