Exhibit 10.1


 


FORM OF
JOINDER SUPPLEMENT


 


JOINDER
SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2
of Schedule I hereto, New Mountain Guardian III SPV, L.L.C., as the borrower (the “Borrower”) and Wells Fargo
Bank, National Association, as Administrative Agent (the “Administrative Agent”).


 


WHEREAS,
this Joinder Supplement is being executed and delivered under Section 2.1(c) of the Loan and Security Agreement,
dated as of August 30, 2019 (as amended, modified, supplemented or restated from time to time, the “Loan and Security
Agreement”), by and among New Mountain Guardian III BDC, L.L.C., as the collateral manager (together with its successors
and assigns in such capacity, the “Collateral Manager”), the Borrower, New Mountain Guardian III BDC, L.L.C.,
as the equityholder (in such capacity, the “Equityholder”) and as the seller (in such capacity, the “Seller”),
the Administrative Agent, each of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the
Collateral Custodian. Capitalized terms used but not defined herein shall have the meaning provided
in the Loan and Security Agreement; and


 


WHEREAS,
the party set forth in Item 2 of Schedule I hereto (the “Proposed Lender”) wishes to become a Lender party to
the Loan and Security Agreement;


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


(a)       Upon
receipt by the Administrative Agent of an executed counterpart of this Joinder Supplement, to which is attached a fully completed
Schedule I and Schedule II, each of which has been executed by the Proposed Lender, the Borrower and the Administrative Agent,
the Administrative Agent will transmit to the Proposed Lender and the Borrower, a Joinder Effective Notice, substantially in the
form of Schedule III to this Joinder Supplement (a “Joinder Effective Notice”). Such Joinder Effective Notice
shall be executed by the Administrative Agent and shall set forth, inter alia, the date on which the joinder effected by
this Joinder Supplement shall become effective (the “Joinder Effective Date”). From and after the Joinder Effective
Date, the Proposed Lender shall be a Lender party to the Loan and Security Agreement for
all purposes thereof.


 


(b)       Each
of the parties to this Joinder Supplement agrees and acknowledges that at any time and from time to time upon the written request
of any other party, it will execute and deliver such further documents and do such further acts and things as such other party
may reasonably request in order to effect the purposes of this Joinder Supplement.


 


(c)       By
executing and delivering this Joinder Supplement, the Proposed Lender confirms to and agrees with the Administrative Agent and
the other Lenders as follows: (i) none of the Administrative Agent and the other Lenders makes any representation or warranty or
assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Loan
and Security Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan and Security Agreement or any other instrument or document furnished
pursuant thereto, or the Collateral, or the financial condition of the Collateral Manager or the Borrower, or the performance or
observance by the Collateral Manager or the Borrower of any of their respective obligations under the Loan and Security
Agreement, any other Transaction Document or any other instrument or document furnished pursuant
thereto; (ii) the Proposed Lender confirms that it has received a copy of such documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Joinder Supplement; (iii) the Proposed Lender will, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan and
Security Agreement; (iv) the Proposed Lender appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers under the Loan and Security Agreement
as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto,
all in accordance with the Loan and Security Agreement; and (v) the Proposed Lender agrees
(for the benefit of the parties hereto and the other Lenders) that it will perform in accordance with their terms all of the obligations
which by the terms of the Loan and Security Agreement are required to be performed by
it as a Lender.


 






     


     


    

 


(d)       By
executing and delivering this Joinder Supplement, the Proposed Lender represents and warrants to the Administrative Agent, the
other Lenders and the Borrower as follows: (i) the Proposed Lender is a "qualified institutional buyer" as defined in
Rule 144A of the Securities Act; (ii) the Proposed Lender is not an Ineligible Assignee; (iii) the Proposed Lender satisfies each
of the other requirements set forth in Section 12.16 of the Loan and Security Agreement with respect to a Lender or assignee of
a Lender; and (iv) the transfer, assignment or other transaction pursuant to which the Proposed Lender shall become a party to
the Loan and Security Agreement satisfies each of the other requirements set forth in Section 12.16 of the Loan and Security Agreement.


 


(e)       Schedule
II hereto sets forth administrative information with respect to the Proposed Lender.


 


(f)       This
Joinder Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Joinder Supplement to be executed by their respective duly authorized officers
on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.


 






     


     


    

 


SCHEDULE
I TO

JOINDER SUPPLEMENT


 


COMPLETION
OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT


 


	 	Re:	Loan
    and Security Agreement, dated as of August 30, 2019 (as amended, modified, supplemented
    or restated from time to time, the “Loan and Security Agreement”), by and among New Mountain Guardian III
    BDC, L.L.C., as the collateral manager, New Mountain Guardian III SPV, L.L.C., as the borrower, New Mountain Guardian III
    BDC, L.L.C., as the equityholder and as the seller, Wells Fargo Bank, National Association, as the administrative agent, each
    of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian.


 


	Item 1:  Date of Joinder Supplement:	November 26, 2019
	 	 
	Item 2:  Proposed Lender:	Wells Fargo Bank, National Association
	 	 
	Item 3:	Commitment - $50,000,000


 


Item 4:
Signatures of Parties to Joinder Supplement:


 






     


     


    

 




	 	NEW MOUNTAIN GUARDIAN III SPV, L.L.C., as the Borrower
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as
	 	Proposed Lender
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


SCHEDULE
II TO

JOINDER SUPPLEMENT


 


ADDRESS
FOR NOTICES

AND

WIRE INSTRUCTIONS


 


Address
for Notices:


 


550 South Tryon Street

Charlotte, NC 28202

Attention: Corporate Debt Finance

Facsimile:

Confirmation:


 


Wire
Instructions: 


 


Name
of Bank: Wells Fargo Bank, N.A.


A/C
No.: XXXXXXXXXXXXXXX


ABA
No. XXX-XX-XXX                     


Reference:
New Mountain Guardian III SPV, LLC Facility


 






     


     


    

 


SCHEDULE
III TO

JOINDER SUPPLEMENT


 


FORM OF

JOINDER EFFECTIVE NOTICE


 


	To:	Wells Fargo Bank, National Association
	 	550 South Tryon Street
	 	Charlotte, NC 28202
	 	Attention: Corporate Debt Finance
	 	Facsimile: (704) 715-0067
	 	Confirmation: (704) 410-2489
	 	All electronic dissemination of Notices should be sent to scp.mmloans@wellsfargo.com and agencyservices.request@wellsfargo.com


 


The
undersigned, as Administrative Agent under the Loan and Security Agreement, dated
as of August 30, 2019 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”),
by and among New Mountain Guardian III BDC, L.L.C., as the collateral manager, New Mountain Guardian III SPV, L.L.C., as the borrower
(the “Borrower”), New Mountain Guardian III BDC, L.L.C., as the equityholder (in such capacity, the “Equityholder”)
and as the seller (in such capacity, the “Seller”), the Administrative Agent, each of the Lenders from time
to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian is delivering this Joinder Effective
Notice in connection with the Joinder Supplement dated as of November 26, 2019, among you, the Borrower and the Administrative
Agent. Terms defined in such Joinder Supplement are used herein as therein defined.


 


Pursuant
to such Joinder Supplement, you are advised that the Joinder Effective Date for Wells Fargo Bank, National Association will
be November 26, 2019 with a Commitment of $50,000,000.


 


 


 


	 	Very truly yours,
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent
	 	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


	Cc:	New Mountain Guardian III SPV, L.L.C.
	 	787 Seventh Avenue, 49th Floor
	 	New York, NY 10019
	 	Attention: Shiraz Kajee and Holly Lau
	 	Fax: (212) 720-0351