Exhibit 10.9
 
 EXECUTION VERSION








COMMITMENT INCREASE AGREEMENT





May 4, 2016





Goldman Sachs Bank USA, as Administrative Agent (the “ Administrative Agent ”) for the Lenders party to the Credit Agreement referred to below





6011 Connection Drive


Irving, Texas 75039





Ladies and Gentlemen:





We refer to the $110,000,000 Senior Secured Revolving Credit Agreement dated as of June 4, 2014 (as amended, modified or supplemented from time to time and giving effect to prior Commitment increases to date, the “ Credit Agreement ”; the terms defined therein being used herein as therein defined) among New Mountain Finance Corporation (the “ Borrower ”), the Lenders party thereto, Goldman Sachs Bank USA, as Administrative Agent for said Lenders and as Syndication Agent.  You have advised us that the Borrower has requested in a letter dated as of April 29, 2016 (the “ Increase Request ”) from the Borrower to the Administrative Agent that the aggregate amount of the Multicurrency Commitments be increased by a total amount equal to $10,000,000 and the aggregate amount of the Dollar Commitments be increased by a total amount equal to $2,500,000 (together, the “ Commitment Increase ”), for a total facility size of $122,500,000, on the terms and subject to the conditions set forth herein.





A. Commitment Increase .  Pursuant to Section 2.08(e) of the Credit Agreement, each Increasing Lender set forth on Schedule I hereto under the heading “Increasing Lenders” hereby agrees to increase its existing Multicurrency Commitment or Dollar Commitment, as applicable, by the amount set forth opposite the name of such Increasing Lender in Schedule I hereto, such additional Multicurrency Commitment or Dollar Commitment, as applicable, to be effective as of May 4, 2016 (the “ Commitment Increase Date ”); provided that the Administrative Agent shall have received a duly executed officer’s certificate from the Borrower, dated the Commitment Increase Date, in substantially the form of Exhibit I hereto and such Increasing Lender shall have received its upfront fee set forth on Schedule I.





B. Confirmation of Increasing Lenders .  Each Increasing Lender agrees that from and after the Commitment Increase Date, its additional commitment set forth opposite such Increasing Lender’s name in Schedule I hereto shall be included in its Commitment and be governed for all purposes by the Credit Agreement and the other Loan Documents.





[ Signature pages follow ]










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Very truly yours,





INCREASING LENDERS








STIFEL BANK & TRUST








By:  /s/ Joseph L. Sooter, Jr.


Name:  Joseph L. Sooter, Jr.


Title:    Senior Vice President








MORGAN STANLEY BANK, N.A.








By:  /s/ Michael King


Name: Michael King


Title:   Authorized Signatory













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Accepted and agreed:





NEW MOUNTAIN FINANCE CORPORATION











By:  /s/ John R. Kline


Name:  John R. Kline


Title:    Executive Vice President and  Chief Operating Officer








Acknowledged:


GOLDMAN SACHS BANK USA,


as Administrative Agent and Issuing Bank











By:  /s/ Ryan Durkin


Name: Ryan Durkin


Title:   Authorized Signatory










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SCHEDULE I





Increasing LendersCommitmentUpfront FeeStifel Bank & Trust$2,500,000 (Dollar)1$6,250Morgan Stanley Bank, N.A.$10,000,000 (Multicurrency)2$25,000

















































































































|  |                                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------
|1 | As of the Commitment Increase Date, Stifel Bank & Trust's total Commitment under the Credit Agreement will be $17,500,000.

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|- | --------------------------------------------------------------------------------------------------------------------------------
|2 | As of the Commitment Increase Date, Morgan Stanley Bank, N.A.'s total Commitment under the Credit Agreement will be $42,000,000.






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EXHIBIT I





FORM OF OFFICER’S CERTIFICATE





May 4, 2016








Goldman Sachs Bank USA, as Administrative Agent (the “ Administrative Agent ”) for the Lenders party to the Credit Agreement referred to below





6011 Connection Drive


Irving, Texas 75039





Ladies and Gentlemen:





On behalf of New Mountain Finance Corporation (the “ Borrower ”), I, John R. Kline, Executive Vice President and Chief Operating Officer of the Borrower, refer to the $110,000,000 Senior Secured Revolving Credit Agreement dated as of June 4, 2014 (as amended, modified or supplemented from time to time and giving effect to prior Commitment increases to date, the “ Credit Agreement ”; the terms defined therein being used herein as therein defined) among the Borrower, the Lenders party thereto, Goldman Sachs Bank USA, as Administrative Agent for said Lenders and as Syndication Agent.  I also refer to the letter dated as of April 29, 2016 (the “ Increase Request ”) from the Borrower to the Administrative Agent, requesting that the aggregate amount of the Multicurrency Commitments be increased by a total amount equal to $10,000,000 and the aggregate amount of the Dollar Commitments be increased by a total amount equal to $2,500,000, for a total facility size of $122,500,000, on the Commitment Increase Date (as defined in the Increase Request).





With respect to the Increase Request, I hereby certify in my capacity as an authorized officer of the Borrower that each of the conditions to the related Commitment Increase set forth in Sections 2.08(e)(i)(D) and (E) of the Credit Agreement have been satisfied as of the date hereof.





Very truly yours,








/s/ John R. Kline


Name:  John R. Kline


Title:    Executive Vice President and  Chief Operating Officer