Exhibit 10.1


 


FORM OF


Sixth
Supplement to Amended and Restated Note Purchase Agreement


 


New
Mountain Finance Corporation


 


Dated as of





June 15, 2022


 


To the Purchasers named in


Schedule A hereto


 


Ladies and Gentlemen:


 


This Sixth Supplement to
Amended and Restated Note Purchase Agreement (the “Supplement”) is between New Mountain Finance Corporation, a Delaware
corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).


 


Reference is hereby made
to that certain Amended and Restated Note Purchase Agreement dated September 30, 2016 (the “Note Purchase Agreement”)
among the Company, the First Closing Purchasers listed on Schedule B-1 thereto and the Second Closing Purchasers listed on Schedule B-2
thereto. Except as otherwise provided in sections 4 and 6 below with respect to replacements of “Second Closing Notes,”
 “Second Closing,” “Second Closing Purchaser,” and “Effective Date” all capitalized terms not otherwise
defined herein shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 4.14
of the Note Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser
shall execute and deliver a Supplement. The Series 2022A Notes (as defined below) constitute Additional Notes under the Note Purchase
Agreement.


 


The Company hereby agrees
with the Purchasers as follows:


 


1.            The
Company has authorized the issue and sale of $75,000,000 aggregate principal amount of its 5.90% Series 2022A Senior Notes due June 15,
2027 (the “Series 2022A Notes”). The Series 2022A Notes, together with the Series 2016 Notes issued
pursuant to the Note Purchase Agreement, the Series 2017A Notes issued pursuant to that certain First Supplement to Amended and
Restated Note Purchase Agreement dated as of June 30, 2017, the Series 2018A Notes issued pursuant to that certain Second Supplement
to Amended and Restated Note Purchase Agreement dated as of January 30, 2018, the Series 2018B Notes issued pursuant to that
certain Third Supplement to Amended and Restated Note Purchase Agreement dated as of July 5, 2018, the Series 2019A Notes issued
pursuant to that certain Fourth Supplement to Amended and Restated Note Purchase Agreement dated as of April 30, 2019, the Series 2021A
Notes issued pursuant to that certain Fifth Supplement to Amended and Restated Note Purchase Agreement dated as of January 29, 2021
and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 2.2 of
the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes
issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series 2022A Notes shall be substantially
in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved by the Purchasers and the Company.


 


2.            Subject
to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and warranties
hereinafter set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company,
Series 2022A Notes in the principal amount set forth opposite such Purchaser’s name on Schedule A hereto at a price of
100% of the principal amount thereof on the Closing Date.


 






     


     


    

 


3.            The
sale and purchase of the Series 2022A Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP,
320 South Canal Street, Chicago, Illinois 60606, at 8:00 a.m. Chicago time, at a closing (the “Closing”)
on June 15, 2022 (the “Closing Date”). At the Closing, the Company will deliver to each Purchaser the Series 2022A
Notes to be purchased by such Purchaser in the form of a single Series 2022A Note (or such greater number of Series 2022A Notes
in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s
name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company
to account number XXXXXXXXX at U.S. Bank National Association, in Boston, MA, ABA No. XXXXXXXXX.
 If, at the Closing, the Company shall fail to tender such Series 2022A Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction,
such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby
waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.


 


4.            The
Company represents and warrants to each Purchaser, as of the Closing Date, (or, if any such representations and warranties expressly
relate to an earlier date, then as of such earlier date), each of the matters set forth in Section 5 of the Note Purchase Agreement,
as specified subsections of such Section 5 have been supplemented, amended or superseded as set forth on Exhibit A hereto.
The obligation of each Purchaser to purchase and pay for the Series 2022A Notes to be sold to such Purchaser at the Closing is subject
to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of (i) the conditions set forth in Section 4
of the Note Purchase Agreement with respect to the Series 2022A Notes to be purchased at the Closing as if each reference to “Second
Closing Notes,” “Second Closing,” “Second Closing Purchaser,” “Effective Date,” “Schedule
B-2,” and “Schedule 5.5” set forth therein was replaced by “Series 2022A Notes,” the “Closing,”
the “Purchaser,” the “Closing Date,” “Schedule A,” and “Schedule 5.5C” (each
as defined in or attached to this Supplement), respectively, and except to the extent such conditions set forth in Section 4 of
the Note Purchase Agreement are supplemented, amended or superseded hereby, and (ii) the following additional conditions:


 


(a)            Except
as supplemented, amended or superseded by the representations and warranties set forth in Exhibit A hereto, each of the representations
and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be correct as of the date of Closing (except
for representations and warranties which apply to a specific earlier date which shall be true as of such earlier date or as of the date
specified in Exhibit A to the extent such provision is superseded in Exhibit A) and the Company shall have delivered to each
Purchaser an Officer’s Certificate, dated the date of the Closing certifying that such condition has been fulfilled.


 


(b)            Contemporaneously
with the Closing, the Company shall sell to each Purchaser, and each Purchaser shall purchase, the Series 2022A Notes to be purchased
by such Purchaser at the Closing as specified in Schedule A.


 






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(c)            Section 4.11
of the Note Purchase Agreement with respect to the Series 2022A Notes shall be amended in its entirety to read as follows:


 


“Section 4.11. Rating.
On the date of the Closing, the Series 2022A Notes shall be rated “BBB-” or better by Fitch Ratings, Inc.”


 


5.            The
terms of Section 8 of the Note Purchase Agreement shall apply to the Series 2022A Notes except that the proviso in the first
sentence of Section 8.2 of the Note Purchase Agreement shall be amended in its entirety to read as follows:


 


“provided, that at any time
on or after February 15, 2021 the Company may, at its option, upon notice as provided below, prepay all or any part of the Series 2016
Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date; provided,
further, that at any time on or after April 15, 2022 the Company may, at its option, upon notice as provided below, prepay all
or any part of the Series 2017A Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest
to the prepayment date; provided, further, that at any time on or after October 30, 2022 the Company may, at its option,
upon notice as provided below, prepay all or any part of the Series 2018A Notes at 100% of the principal amount so prepaid, together
with, in each case, accrued interest to the prepayment date; provided, further, that at any time on or after March 28, 2023,
the Company may, at its option, upon notice as provided below, prepay all or any part of the Series 2018B Notes at 100% of the principal
amount so prepaid, together with, in each case, accrued interest to the prepayment date; provided, further, that at any time on
or after January 30, 2024 the Company may, at its option, upon notice as provided below, prepay all or any part of the Series 2019A
Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date; provided,
further, that at any time on or after July 29, 2025 the Company may, at its option, upon notice as provided below, prepay all
or any part of the Series 2021A Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest
to the prepayment date; provided, further, that at any time on or after December 15, 2026 the Company may, at its option,
upon notice as provided below, prepay all or any part of the Series 2022A Notes at 100% of the principal amount so prepaid, together
with, in each case, accrued interest to the prepayment date.”


 


For the avoidance of doubt,
the definition of “Make-Whole Amount” set forth in Section 8.6 of the Note Purchase Agreement shall be applicable
to any Series 2022A Note.


 






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6.            Each
Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement
are true and correct on the date hereof with respect to the purchase of the Series 2022A Notes by such Purchaser as if each reference
to “Second Closing Notes,” “Second Closing” and “Second Closing Purchaser” set forth therein was
replaced by “Series 2022A Notes,” the “Closing” and the “Purchaser,” respectively, and each
reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by this Supplement.


 


Each Purchaser further represents
and warrants that such Purchaser:


 


(a)            is
an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and
a Qualified Institutional Buyer; and


 


(b)            has
reviewed the Disclosure Documents and has been furnished with all other materials that it considers relevant to a purchase of the Series 2022A
Notes, has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf
of the Company concerning the terms and conditions of a purchase of the Series 2022A Notes and no statement or printed material
which is contrary to the Disclosure Documents has been made or given to the purchaser by or on behalf of the Company; and


 


(c)            is
not relying upon, and has not relied upon, any statement, representation or warranty made by any person, including, without limitation,
Deutsche Bank Securities Inc., any of its affiliates or any of its or their control persons, officers, directors or employees, except
for the statements, representations and warranties contained in the Note Purchase Agreement (as supplemented, amended or superseded hereby)
and the other Disclosure Documents, in making its decision to purchase the Series 2022A Notes.


 


7.            The
Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement (except as supplemented,
amended or superseded hereby) as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement.


 


8.            Covenants
of the Company. In addition to the covenants and agreements set forth in the Agreement, the Company covenants and agrees,
which covenants and agreements shall have the benefit of Section 11(c) of the Note Purchase Agreement, for
the benefit of the Purchasers and each other holder of a Note that:


 


(a)            Debt
to Equity Ratio. Immediately after the issuance of any senior security representing indebtedness (as determined pursuant to the Investment
Company Act), and after giving pro forma effect thereto and the application of the proceeds thereof, the Company will not permit the
Debt to Equity Ratio, to be greater than 1.65 to 1.00.


 






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“Debt to Equity Ratio”
means the ratio of (a) the aggregate amount of senior securities representing indebtedness of the Company and its Subsidiaries
(including under the Notes), in each case as determined pursuant to the Investment Company Act, and any orders of the SEC issued to or
with respect to Company thereunder, including any exemptive relief granted by the SEC with respect to the indebtedness of any SBIC Subsidiary
to (b) Shareholders’ Equity at the last day of the immediately preceding fiscal quarter of the Company.


 


(b)            Maximum
Secured Debt. The Company will not permit the Secured Debt Ratio at any time to exceed 0.70 to 1.00.


 


“Secured Debt” means
Indebtedness of the Company and its Subsidiaries that are consolidated with the Company for purposes of GAAP (excluding any Indebtedness
of any of the Company’s Subsidiaries which are SBIC Subsidiaries) outstanding at any time that is secured in any manner by any
Lien on assets of the Company or any such Subsidiaries.


 


“Secured Debt Ratio”
means the ratio of (a) Secured Debt to (b) the aggregate amount of Indebtedness of the Company and its Subsidiaries that are
consolidated with the Company for purposes of GAAP (including Indebtedness under the Notes and excluding any Indebtedness of any of the
Company’s Subsidiaries which are SBIC Subsidiaries).


 


9.            Covenants
of the Company. The Company covenants and agrees, for the benefit of the Purchasers and each other holder of a Note, that for the
avoidance of doubt and for purposes of determining the Asset Coverage Ratio and the Debt to Equity Ratio, “the aggregate amount
of senior securities representing indebtedness of the Company and its Subsidiaries” shall be deemed to include the obligations
of the Company under any Permitted SBIC Guaranty for any period after the occurrence of an event or condition that is an impermissible
change in the control of the applicable SBIC Subsidiary as a result of which the Permitted SBIC Guaranty permits recourse to the Company
as permitted pursuant to the definition of “Permitted SBIC Guaranty.”


 


10.            Ratings
Covenant of the Company. In addition to the covenants and agreements set forth in the Note Purchase Agreement and this Supplement,
the Company covenants and agrees for the benefit of the Purchasers and each other holder of a Note that, to the extent the Company shall
maintain or deliver, in accordance with the Note Purchase Agreement, a Rating, such Rating shall be a public rating, issued by a NRSRO,
of the Notes and, with respect to the Series 2022A Notes, shall specifically describe the Series 2022A Notes, including their
interest rate, maturity and Private Placement Number.


 






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11.            Events
of Default of the Company. In addition to the covenants, agreements and Events of Default set forth in the Note Purchase Agreement
and this Supplement, the Company covenants and agrees for the benefit of the Purchasers and each other holder of a Note that, in addition
to the defaults or conditions under any Material Indebtedness of the Company and its Significant Subsidiaries that constitute an Event
of Default under Section 11(f) of the Note Purchase Agreement, any such defaults or conditions, as specified in Section 11(f) of
the Note Purchase Agreement, under any Material Indebtedness of the Company’s Subsidiaries that are consolidated with the Company
for purposes of GAAP (excluding any Indebtedness of any of the Company’s Subsidiaries which are SBIC Subsidiaries) shall also constitute
an Event of Default under Section 11(f) of the Note Purchase Agreement.


 


12.            Definitions.
In addition to the covenants, agreements and Events of Default set forth in the Note Purchase Agreement and this Supplement, the Company
covenants and agrees for the benefit of the Purchasers and each other holder of a Note that the: (a) definitions of “Canada
Blocked Person” and “Canadian Economic Sanctions Laws” shall be amended in their entirety to read as follows:


 


“Canada Blocked
Person” means (i) a “terrorist group” as defined for the purposes of Part II.1 of the Criminal Code (Canada),
as amended or (ii) a Person identified in or pursuant to (w) Part II.1 of the Criminal Code (Canada), as amended or (x) the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act, as amended or (y) the Justice for Victims of Corrupt Foreign Officials
Act (Sergei Magnitsky Law), as amended or (z) regulations or orders promulgated pursuant to the Special Economic Measures Act (Canada),
as amended, the United Nations Act (Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended,
in any case pursuant to this clause (ii) as a Person in respect of whose property or benefit a holder of Notes would be prohibited
from entering into or facilitating a related financial transaction.


 


“Canadian Economic
Sanctions Laws” means those laws, including enabling legislation, orders-in-council or other regulations administered and enforced
by Canada or a political subdivision of Canada pursuant to which economic sanctions have been imposed on any Person, entity, organization,
country or regime, including Part II.1 of the Criminal Code (Canada), as amended, the Special Economic Measures Act (Canada), as
amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, as amended, the Justice for Victims of Corrupt Foreign
Officials Act (Sergei Magnitsky Law), as amended, the United Nations Act (Canada), as amended, the Export and Import Permits Act (Canada),
as amended, and the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, and including all regulations promulgated
under any of the foregoing, or any other similar sanctions program or action.


 






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The execution hereof shall
constitute a contract between the Company and the Purchasers for the uses and purposes hereinabove set forth, and this agreement may
be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.


 


	 	New Mountain Finance Corporation
	 	 
	 	 
	 	By	 
	 	 	Name: 	Shiraz Y. Kajee
	 	 	Title: 	Chief Financial Officer



 






    New Mountain Finance Corporation
Sixth Supplement to Amended and Restated Note Purchase Agreement


     


    

 


This Agreement is hereby


accepted and agreed to as


of the date hereof.


 


		[Purchasers] 
	 	 
		By:	                                       ,
	 	 	its investment manager




 


	 		By	 
	 		 	Name:	
	 		 	Title:	



 






    New Mountain Finance Corporation
Sixth Supplement to Amended and Restated Note Purchase Agreement


     


    

 


Supplemental
Representations


 


The Company represents and
warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set
forth in Section 5 of the Note Purchase Agreement (other than representations and warranties that apply solely to a specific earlier
date which shall be true as of such earlier date) is true and correct in all material respects as of the date hereof with respect to
the Series 2022A Notes with the same force and effect as if each reference to “the Second Closing Notes” set forth therein
was modified to refer to the “Series 2022A Notes” and each reference to “this Agreement” therein was modified
to refer to the Note Purchase Agreement as supplemented by the Sixth Supplement. The Section references hereinafter set forth correspond
to the similar sections of the Note Purchase Agreement which are supplemented hereby:


 


Section 5.3.     Disclosure.
(a) The Company, through its agent, Deutsche Bank Securities Inc., has delivered to each Purchaser a copy of the documents, certificates
or other writings identified in Schedule 5.3C and has made publicly available via the SEC’s EDGAR filing system its quarterly
and annual reports on Form 10-Q and Form 10-K, respectively, including the Company’s annual report on Form 10-K
for the fiscal year ended December 31, 2021 (the “Initial Disclosure Materials”), relating to the transactions
contemplated hereby. The Initial Disclosure Materials fairly describe, in all material respects, the general nature of the business and
principal properties of the Company and its Subsidiaries. This Agreement, the Initial Disclosure Materials, the financial statements
listed in Schedule 5.5C and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company
(other than financial projections, pro forma financial information, and other forward-looking information referenced in Section 5.3(b))
on or prior to May 9, 2022 in connection with the transactions contemplated hereby and identified in Schedule 5.3C (this Agreement,
the Initial Disclosure Materials and such documents, certificates or other writings, including, without limitation, valuations of Investments
of the Company, and such financial statements delivered to each Purchaser (other than financial projections, pro forma financial information,
and other forward-looking information referenced in Section 5.3(b)) being referred to, collectively, as the “Disclosure
Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure
Documents, since December 31, 2021, there has been no change in the financial condition, operations, business, properties or prospects
of the Company or any Subsidiary except changes that could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not
been set forth herein or in the Disclosure Documents.


 


(b)            All
financial projections, pro forma financial information and other forward-looking information which has been delivered to each Purchaser
by or on behalf of the Company in connection with the transactions contemplated by this Agreement are based upon good faith assumptions
and, in the case of financial projections and pro forma financial information, good faith estimates, in each case, believed to be reasonable
at the time made, it being recognized that (i) such financial information as it relates to future events is subject to significant
uncertainty and contingencies (many of which are beyond the control of the Company) and are therefore not to be viewed as fact, and (ii) actual
results during the period or periods covered by such financial information may materially differ from the results set forth therein.


 


Exhibit A


(to Sixth Supplement)



 






     


     


    

 


Section 5.4.     Organization
and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4C contains (except
as noted therein) complete and correct lists of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the name thereof,
the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding
owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the
Company’s directors and senior officers.


 


(b)            All
of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4C as being owned
by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another
Subsidiary free and clear of any Lien that is prohibited by this Agreement.


 


(d)            No
Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4C
and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out
of profits or make any other similar distributions of profits to the Company or to any other Subsidiary of the Company that owns outstanding
shares of capital stock or similar equity interests of such Subsidiary.


 


Section 5.5.     Financial
Statements; Material Liabilities. The Company has delivered to each Purchaser or made publicly
available via the SEC’s EDGAR filing system copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5C.
All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated
results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements,
to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed in the
Disclosure Documents.


 


Section 5.13.     Private
Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the
Series 2022A Notes or any similar Securities (other than any Notes previously issued pursuant to the Note Purchase Agreement and
identified on Schedule 5.15C) for sale to, or solicited any offer to buy the Series 2022A Notes or any similar Securities (other
than any Notes previously issued pursuant to the Note Purchase Agreement and identified on Schedule 5.15C) from, or otherwise approached
or negotiated in respect thereof with, any Person other than not more than twenty-five (25) Institutional Investors and the Purchasers,
each of which has been offered the Series 2022A Notes at a private sale for investment. Neither the Company nor anyone acting on
its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2022A Notes to the registration
requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable
jurisdiction.


 






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Section 5.14.     Use
of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2022A
Notes to repay outstanding Indebtedness of the Company and its Subsidiaries and/or for other general corporate purposes of the Company,
including the acquisition and funding (either directly or through one or more wholly-owned Subsidiaries) of leveraged loans, mezzanine
loans, high-yield securities, convertible securities, preferred stock, common stock, and other Portfolio Investments. No part of the
proceeds from the sale of the Series 2022A Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying
any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for
the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X
of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin
stock does not constitute more than 10% of the value of the consolidated assets of the Company and the Company does not have any present
intention that margin stock will constitute more than 10% of the value of such assets. As used in this Section, the terms “margin
stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.


 


Section 5.15.     Existing
Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15C sets forth
a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2022 (including
descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since
which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the
Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition
exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time,
or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.


 


(b)            Except
as disclosed in Schedule 5.15C, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property,
whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon
the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that
secures Indebtedness.


 


(c)            Neither
the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness
of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter
or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness
of the Company, except as disclosed in Schedule 5.15C.


 






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[Form of
Series 2022A Note]


 


New
Mountain Finance Corporation


 


5.90%
Series 2022A Senior Note due June 15, 2027


 


	No. [_________]	[Date]
	$[____________]	PPN 647551 C@7



 


For
Value Received, the undersigned, New Mountain Finance Corporation (herein called
the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay
to [____________], or registered assigns, the principal sum of [_____________________] Dollars
(or so much thereof as shall not have been prepaid) on June 15, 2027 (the “Maturity Date”), with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of (a) subject
to adjustment pursuant to Section 1.2 of the hereinafter defined Note Purchase Agreement, 5.90% per annum from the date hereof,
payable semiannually, on the 15th day of June and December in each year, commencing December 15, 2022, and on the Maturity
Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue
payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of
any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate (as defined in the hereinafter defined Note Purchase
Agreement).


 


Payments of principal of,
interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Wells
Fargo Bank, National Association at its offices in New York, New York or at such other place as the Company shall have designated
by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of a series
of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Amended and Restated Note Purchase Agreement
dated September 30, 2016 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”),
among the Company, the First Closing Purchasers and the Second Closing Purchasers named therein and Additional Purchasers of Notes from
time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and
ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the
benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, (i) to
have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made
the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in
this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied
by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered and is
recorded in the register as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not
be affected by any notice to the contrary.


 


Exhibit 1


(to Sixth Supplement)



 






     


     


    

  


This Note is subject to optional
prepayment, and mandatory and optional offers of prepayment, in whole or from time to time in part, at the times and on the terms specified
in the Note Purchase Agreement, but not otherwise.


 


If an Event of Default occurs
and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including
any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall be construed
and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State
of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction
other than such State.


 


	 	New Mountain Finance Corporation
	 	 
	 	 
	 	By	 
	 	 	Name: 	Shiraz Y. Kajee
	 	 	Title: 	Chief Financial Officer



 






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