Exhibit 10.2


 





FORM OF AMENDMENT NO.
5 TO LOAN FINANCING AND SERVICING AGREEMENT (this “Amendment), dated as of December 12, 2019 (the “Fifth
Amendment Effective Date”), among New Mountain Finance DB, L.L.C., as borrower (the “Borrower”), Deutsche
Bank AG, New York Branch (“DBNY”), as facility agent (in such capacity, the “Facility Agent”),
New Mountain Finance Corporation, as equityholder (the “Equityholder”) and as servicer (the “Servicer”),
U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”) and collateral
custodian (in such capacity, the “Collateral Custodian”) and DBNY, KeyBank National Association (“KeyBank”),
Customers Bank (“Customers”), Hitachi Capital America Corp. (“Hitachi”) and Citizens Bank,
N.A. (“Citizens”), each as an agent (an “Agent”) and as a committed lender (a “Lender”).


 


WHEREAS, the parties
hereto are party to the Loan Financing and Servicing Agreement, dated as of December 14, 2018 (as amended, supplemented, amended
and restated and otherwise modified from time to time, the “Loan Agreement”);


 


WHEREAS, the Servicer,
the Equityholder and the Borrower hereby request that the Facility Agent, the Lenders, the Collateral Agent and the Collateral
Custodian amend the Loan Agreement as set forth herein;


 


WHEREAS, the Facility
Agent and each Lender hereby request, direct and consent to the Collateral Agent and the Collateral Custodian amending the Loan
Agreement as set forth herein; and


 


WHEREAS, the Borrower,
the Servicer, the Facility Agent, each Lender, the Collateral Agent and the Collateral Custodian have agreed to amend the Loan
Agreement in accordance with Section 17.2 of the Loan 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 Agreement.


 


ARTICLE
II


 



Amendments 


 


SECTION 2.1.       Amendments to the Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended to delete
the stricken text (indicated textually in the same manner as the following example: stricken text)
and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold
and double-underlined text) as set forth on the pages of the Loan Agreement attached as Appendix hereto.


 






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ARTICLE
III 


 


SECTION 3.1.       On the Fifth Amendment Effective Date and after giving effect to this Amendment, the Commitments are as set forth on Schedule
1 to this Amendment and the Advances Outstanding are allocated as set forth on Schedule 2 to this Amendment.


 


ARTICLE
IV 


 


Conditions to Effectiveness


 


SECTION 4.1.        This Amendment shall become effective as of the date first written above upon the satisfaction of the following conditions:


 


(a)      the execution and delivery of this Amendment by the Borrower, the Servicer, the Equityholder, the Facility Agent, each Lender,
the Collateral Agent and the Collateral Custodian;


 


(b)      the Facility Agent shall have received certified copies of the resolutions of the board of managers (or similar items) of
the Borrower and the Servicer approving this Amendment and the transactions contemplated hereby, certified by its secretary or
assistant secretary or other authorized officer;


 


(c)      the Facility Agent shall have received a good standing certificate for each of the Borrower and the Servicer issued by the
applicable official body of its jurisdiction of organization;


 


(d)      the Facility Agent shall have received the executed legal opinion of Schulte Roth & Zabel LLP, counsel to the Borrower
and the Servicer, in form and substance acceptable to the Facility Agent in its reasonable discretion covering such matters as
the Facility Agent may reasonably request; and


 


(e)      all fees (including reasonable and documented fees, disbursements and other charges of counsel) due to the Lenders on or
prior to the effective date of this Amendment have been paid in full.


 


ARTICLE
V


 


Representations and
Warranties


 


SECTION 5.1.       The Borrower hereby represents and warrants to the Facility Agent and the Lenders that, as of the date first written above,
(i) no Facility Termination Event, Unmatured Event of Default, Servicer Default or Unmatured Servicer Default has occurred and
is continuing and (ii) the representations and warranties of the Borrower contained in the Loan 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).


 






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ARTICLE
VI


 


Miscellaneous


 


SECTION 6.1.      Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6.2.       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 6.3.       Ratification. Except as expressly amended and waived hereby, the Loan 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 Agreement for all purposes.


 


SECTION 6.4.       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 6.5.       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.


 


[Signature pages follow]


 






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IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and
year first above written.


 


	 	NEW MOUNTAIN FINANCE DB, L.L.C., as Borrower
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]




 






    


     


    

 


	 	NEW MOUNTAIN FINANCE CORPORATION, as Equityholder
    and as Servicer
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]




 






    


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 




	 	By:	 
	 	 	Name:
	 	 	Title:




 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]


 






    


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and
    as a Committed Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 




	 	By:	 
	 	 	Name:
	 	 	Title:




 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]


 








    


     


    

 


	 	CUSTOMERS BANK, as an Agent and as a Committed Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]




 






    


     


    




 


	 	KEYBANK NATIONAL ASSOCIATION, as an Agent and as a
    Committed Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]







 






    


     


    









 


	 	HITACHI CAPITAL AMERICA CORP., as an Agent and as
    a Committed Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]







 






    


     


    

 


	 	CITIZENS BANK, N.A., as an Agent and as a Committed
    Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]




 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,as Collateral Agent




 




 


	 	By:	 
	 	Name:	 
	 	Title:	 




 


	 	U.S. BANK NATIONAL ASSOCIATION,as Collateral Custodian
	 	 
	 	 




	 	By:	 
	 	Name:	 
	 	Title:	 




 





[Signature Page to Amendment No. 5 to Loan
Financing and Servicing Agreement]




 






    


     


    

 


Appendix 


 


Amendments to the Loan Agreement


 






    


     


    

 


SCHEDULE 1


COMMITMENTS


 


	Lender	 	Commitment	 
	Deutsche Bank AG, New York Branch	 	$	100,000,000	 
	KeyBank National Association	 	$	75,000,000	 
	Customers Bank	 	$	35,000,000	 
	Hitachi Capital America Corp.	 	$	20,000,000	 
	Citizens Bank, N.A.	 	$	50,000,000