Form of Facility Increase Letter Amendment, dated as of August 23, 2022, by and among New Mountain Guardian IV BDC, L.L.C. and BMO Harris Bank, N.A

Exhibit 10.1

August 23, 2022

New Mountain Guardian IV BDC, L.L.C.

1633 Broadway, 48th Floor

New York, New York 10019  

Ladies and Gentlemen:

Reference is hereby made to the Loan Authorization Agreement dated as of May 9, 2022, between New Mountain Guardian IV BDC, L.L.C., a Delaware limited liability company (the “Fund”), and BMO Harris Bank N.A. (the “Lender”) (as amended, restated, supplemented or otherwise modified prior to date hereof, the “Loan Agreement”). All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Agreement.

The Fund has requested that the Lender agree, and the Lender has agreed in its sole discretion, to increase the Amount of Maximum Credit from $44,240,400 to $71,604,000, subject to the terms and conditions of the Loan Agreement. The parties hereto agree that immediately prior to giving effect to this letter agreement, the Amount of Maximum Credit under the Loan Agreement is $44,240,400.

As of the date hereof and until otherwise agreed to in writing by the Lender, the paragraph titled “Amount of Maximum Credit” set forth on the first page of the Loan Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Amount of Maximum Credit: $71,604,000; provided, however, that the Lender may, if requested by the Fund, elect in its sole and absolute discretion to increase the Amount of Maximum Credit to up to $250,000,000.00, it being understood that the Lender has no obligation to increase the Amount of Maximum Credit at any time.

Except for the amendments set forth herein, the Loan Agreement shall remain in full force and effect in accordance with its current terms. This letter agreement is a Loan Document. Delivery of executed counterparts of this letter agreement by telecopy or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as originals.

Each of the Fund and the General Partner hereby acknowledge, reaffirm and confirm the Security Agreement, dated as of May 9, 2022, among the Fund, the General Partner and the Lender, as secured party (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) and, both before and after giving effect to this letter agreement, further confirm and agree that the liens and security interests granted to the Lender in and to the Collateral (as defined in the Security Agreement) under the Security Agreement hereby continue to and shall secure, among other things, all Obligations (as defined in the Security Agreement).

This letter agreement supersedes and replaces any other written agreement or prior oral discussion regarding the matters set forth herein. This letter agreement shall be governed by the laws of the State of New York.

[Signature Pages Follow]

[Signature Page to Letter Amendment (August 2022) –
New Mountain Guardian IV BDC, L.L.C.]

Acknowledged and agreed to by:

[Signature Page to Letter Amendment (August 2022)
New Mountain Guardian IV BDC, L.L.C.]