Exhibit (a)(2)

 

Delaware

 

The First State

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “NEW MOUNTAIN GUARDIAN CORPORATION”, CHANGING ITS NAME FROM “NEW MOUNTAIN GUARDIAN CORPORATION” TO “NEW MOUNTAIN FINANCE CORPORATION”, FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF FEBRUARY, A.D. 2011, AT 12:56 O’CLOCK P.M.

 

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 

 

 

 

 

 

 

 

/s/ Jeffrey W Bullock

 

Jeffrey W Bullock, Secretary of State

4842391      8100

AUTHENTICATION:

8584663

 

 

 

110220011

DATE:

02-25-11

 

You may verify this certificate online at corp.delaware.gov/authver. shtml

 

 

 

1



 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:57 PM 02/25/2011

FILED 12:56 PM 02/25/2011

SRV 110220011   -  4842391  FILE

 

 

CERTIFICATE OF AMENDMENT OF

 

THE CERTIFICATE OF INCORPORATION OF

 

NEW MOUNTAIN GUARDIAN CORPORATION

 


 

Pursuant to Section 242 of the General Corporation Law of the State of Delaware

 


 

The undersigned Secretary of New Mountain Guardian Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

 

1.               ARTICLE FIRST of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:

 

FIRST. The name of the Corporation is New Mountain Finance Corporation.”

 

2.               This Certificate of Amendment has been duly authorized and adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed and acknowledged by its duly authorized officer this 25th day of February, 2011.

 

 

NEW MOUNTAIN GUARDIAN CORPORATION

 

 

 

 

 

By:

/s/ Paula Bosco

 

 

Name: Paula Bosco

Title:   Secretary and Chief Compliance Officer