NewStar Financial, Inc. Underwriting AgreementUnderwriting Agreement • November 12th, 2015 • NewStar Financial, Inc. • Finance lessors • New York
NewStar Financial, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), $80,000,000 principal amount of its 7.250% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 22, 2015 (the “Indenture”) among the Company and U.S. Bank National Association, as trustee (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
AMENDED AND RESTATED COLLATERAL MANAGEMENT AGREEMENT dated March 20, 2017 by and betweenCollateral Management Agreement • March 23rd, 2017 • NewStar Financial, Inc. • Finance lessors • New York
This AMENDED AND RESTATED Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 20, 2017, is entered into by and between NewStar Commercial Loan Funding 2017-1 LLC (formerly known as NewStar Commercial Loan Funding 2013-1 LLC), a Delaware limited liability company (the “Issuer”), and NEWSTAR FINANCIAL, INC., a Delaware corporation, in its capacity as collateral manager hereunder (together with its successors and permitted assigns, the “Collateral Manager”).
INDENTURE by and between NEWSTAR COMMERCIAL LOAN FUNDING 2016-1 LLC, Issuer and U.S. BANK NATIONAL ASSOCIATION, Trustee Dated as of March 2, 2016Indenture • March 4th, 2016 • NewStar Financial, Inc. • Finance lessors • New York
INDENTURE, dated as of March 2, 2016, between NewStar Commercial Loan Funding 2016-1 LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Issuer”), and U.S. Bank National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
RESTATED EMPLOYMENT AGREEMENT of [Executive]Employment Agreement • December 15th, 2009 • NewStar Financial, Inc. • Finance lessors • Massachusetts
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 11, 2009 (the “Effective Date”), between NEWSTAR FINANCIAL, INC., a Delaware corporation (the “Company”), and [Executive] (“Executive”). This Agreement fully supersedes the Employment Agreement that Executive executed on December 13, 2006.
AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 2nd, 2007 • NewStar Financial, Inc. • Finance lessors • Delaware
THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (this “Agreement”, together with the Option Award Letter attached hereto, the “Equity Agreements”) is entered into as of December 13, 2006 and effective as of the Effective Date (as defined below), among NewStar Financial, Inc., a Delaware corporation (formerly known as Novus Capital, Inc., the “Company”), and Peter Schmidt Fellner, the holder of the number of shares of Class A Common Stock (as defined below), set forth under the heading “Restricted Stock” on Schedule I hereto (such person being referred to as the “Management Stockholder”).
RESTATED EMPLOYMENT AGREEMENT of JOHN K. BRAYEmployment Agreement • March 21st, 2017 • NewStar Financial, Inc. • Finance lessors • Massachusetts
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 17, 2017 (the “Effective Date”), between NEWSTAR FINANCIAL, INC., a Delaware corporation (the “Company”), and John K. Bray (“Executive”). This Agreement fully supersedes the Employment Agreement that Executive executed on October 9, 2013.
INDENTURE by and between NEWSTAR TRUST 2005-1, as the Issuer, and U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee Dated as of August 10, 2005Indenture • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS INDENTURE, dated as of August 10, 2005 (as amended, modified, restated, supplemented or waived from time to time, the “Indenture”), is by and between NEWSTAR TRUST 2005-1, a Delaware statutory trust, as the issuer (together with its successors and assigns, in such capacity, the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”) not in its individual capacity, except as expressly set forth herein, but solely in its capacity as the indenture trustee (together with its successors and assigns, in such capacity, the “Indenture Trustee”).
INDENTURE by and between NEWSTAR COMMERCIAL LOAN TRUST 2009-1, as the Issuer, and U.S. BANK NATIONAL ASSOCIATION, as the Trustee Dated as of January 7, 2010 NewStar Commercial Loan Trust 2009-1 Class A, Class B, Class C and Subordinated NotesIndenture • March 8th, 2010 • NewStar Financial, Inc. • Finance lessors • New York
THIS INDENTURE, dated as of January 7, 2010 (as amended, modified, restated, supplemented or waived from time to time, this “Indenture”), is by and between NEWSTAR COMMERCIAL LOAN TRUST 2009-1, a Delaware statutory trust, as the issuer (together with its successors and assigns, in such capacity, the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”) not in its individual capacity, except as expressly set forth herein, but solely in its capacity as the trustee (together with its successors and assigns, in such capacity, the “Trustee”).
INDENTURE between NewStar Commercial Lease Funding 2015‑1 LLC, as Issuer, Wells Fargo Bank, National Association, as Trustee and Custodian Equipment Contract Backed Notes, Series 2015‑1, Class A and Equipment Contract Backed Notes, Series 2015‑1,...Indenture • September 3rd, 2015 • NewStar Financial, Inc. • Finance lessors • New York
This Indenture, dated as of September 1, 2015 (as amended, supplemented or modified from time to time, this “Indenture”), is entered into between NewStar Commercial Lease Funding 2015‑1 LLC, a Delaware limited liability company, as Issuer, and Wells Fargo Bank, National Association (“Wells Fargo”), a national banking association, as Trustee and as Custodian.
U.S. $145,743,636.80 THIRD AMENDED AND RESTATED SALE AND SERVICING AGREEMENT by and among NEWSTAR CP FUNDING LLC, as the Seller, NEWSTAR FINANCIAL, INC., as the Originator and as the Servicer, EACH OF THE CONDUIT PURCHASERS AND INSTITUTIONAL...Sale and Servicing Agreement • July 17th, 2009 • NewStar Financial, Inc. • Finance lessors • New York
THIS THIRD AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (such agreement as amended, modified, waived, supplemented, restated or replaced from time to time, the “Agreement”) is made as of this July 15, 2009, by and among:
SALE AND SERVICING AGREEMENT by and among NEWSTAR COMMERCIAL LOAN TRUST 2009-1, as the Issuer, NEWSTAR COMMERCIAL LOAN LLC 2009-1, as the Trust Depositor, NEWSTAR FINANCIAL, INC., as the Originator and as the Servicer, U.S. BANK NATIONAL ASSOCIATION,...Sale and Servicing Agreement • March 8th, 2010 • NewStar Financial, Inc. • Finance lessors • New York
WHEREAS, in the regular course of its business, the Originator originates and/or otherwise acquires Loans (as defined herein);
NEWSTAR COMMERCIAL LOAN TRUST 2007-1 NOTES $336,500,000 CLASS A-1 NOTES $24,000,000 CLASS B NOTES $58,500,000 CLASS C NOTES $27,000,000 CLASS D NOTES PURCHASE AGREEMENTPurchase Agreement • June 7th, 2007 • NewStar Financial, Inc. • Finance lessors • New York
Because of the following restrictions, investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Offered Notes.
COMMERCIAL LOAN SALE AGREEMENT by and between NEWSTAR FINANCIAL, INC., as the Originator and NEWSTAR COMMERCIAL LOAN LLC 2009-1, as the Trust Depositor Dated as of January 7, 2010 NewStar Commercial Loan Trust 2009-1 Class A, Class B, Class C and...Commercial Loan Sale Agreement • March 8th, 2010 • NewStar Financial, Inc. • Finance lessors • New York
THIS COMMERCIAL LOAN SALE AGREEMENT, dated as of January 7, 2010 (as amended, modified, restated, waived, or supplemented from time to time, this “Agreement”), is between NEWSTAR FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “NewStar,” and in its capacity as originator, together with its successors and assigns, the “Originator”) and NEWSTAR COMMERCIAL LOAN LLC 2009-1, a Delaware limited liability company (together with its successors and assigns, the “Trust Depositor”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of June 17, 2004, among Novus Capital, Inc., a Delaware corporation and successor by conversion of Novus Capital LLC, a Delaware limited liability company (the “Company”), and Timothy J. Conway, the holder of the number of shares of Class A Common Stock of the Company set forth under the heading “Restricted Stock” on Schedule I hereto (such person being referred to as the “Management Stockholder”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
WHEREAS, pursuant to the Founders Subscription Agreement by and among the Company, the Pledgor and the other investors named therein dated as of the date hereof (as at any time amended, modified or supplemented, the “Subscription Agreement”), the Pledgor has subscribed for shares of Series A Convertible Preferred Stock of the Company (the “Subscription Shares”);
MASTER LOAN SALE AGREEMENT among NEWSTAR FINANCIAL, INC., as the Transferor, NEWSTAR COMMERCIAL LOAN DEPOSITOR 2014-1 LLC, as the Depositor, and NEWSTAR COMMERCIAL LOAN FUNDING 2014-1 LLC, as the Issuer Dated as of April 17, 2014Master Loan Sale Agreement • April 23rd, 2014 • NewStar Financial, Inc. • Finance lessors • New York
THIS MASTER LOAN SALE AGREEMENT, dated as of April 17, 2014 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and among NEWSTAR FINANCIAL, INC., a Delaware corporation (in its capacity as transferor under this Agreement, together with its successors and assigns in such capacity, the “Transferor”), NEWSTAR COMMERCIAL LOAN DEPOSITOR 2014-1 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Depositor”), and NEWSTAR COMMERCIAL LOAN FUNDING 2014-1 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).
MASTER LOAN SALE AGREEMENT among NEWSTAR FINANCIAL, INC., as the Transferor, NEWSTAR COMMERCIAL LOAN DEPOSITOR 2016-1 LLC, as the Retention Holder, and NEWSTAR COMMERCIAL LOAN FUNDING 2016-1 LLC, as the Issuer Dated as of March 2, 2016Master Loan Sale Agreement • March 4th, 2016 • NewStar Financial, Inc. • Finance lessors • New York
THIS MASTER LOAN SALE AGREEMENT, dated as of March 2, 2016 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and among NEWSTAR FINANCIAL, INC., a Delaware corporation (in its capacity as transferor under this Agreement, together with its successors and assigns in such capacity, the “Transferor”), NEWSTAR COMMERCIAL LOAN DEPOSITOR 2016-1 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Retention Holder”), and NEWSTAR COMMERCIAL LOAN FUNDING 2016-1 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (NEWSTAR COMMERCIAL LEASE FUNDING I, LLC)Note Purchase Agreement • March 5th, 2014 • NewStar Financial, Inc. • Finance lessors • New York
THIS FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of February 28, 2014 (this “Amendment”), is entered into by and among NEWSTAR COMMERCIAL LEASE FUNDING I, LLC, a Delaware limited liability company, as the borrower (in such capacity, together with its successors and permitted assigns, the “Borrower”), NEWSTAR EQUIPMENT FINANCE I, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “NEF”), as the Servicer and as the originator (in such capacity, together with its successors and permitted assigns, the “Originator”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the lender (in such capacity, together with its successors and assigns, the “Lender”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (together with its successors and assigns, “WFS”), as deal agent (in such capacity, together with its successors and assigns, the “Deal Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 2nd, 2007 • NewStar Financial, Inc. • Finance lessors • Delaware
THIS FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of August 22, 2005 (this “Amendment”), is entered into in connection with that certain Stockholders’ Agreement dated as of June 18, 2004 (as amended, supplemented, restated or replaced from time to time, the “Stockholders’ Agreement”), by and among NewStar Financial, Inc. a Delaware corporation (formerly known as Novus Capital, Inc.) (“the “Company”) and the other signatories thereto. Capitalized terms used but not defined herein shall have the meanings provided in the Stockholders’ Agreement.
U.S. $175,000,000 (with an option to increase up to $200,000,000) FIFTH AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT by and among NEWSTAR CP FUNDING LLC, as the Borrower, NEWSTAR FINANCIAL, INC., as the Originator and as the Servicer, EACH OF THE...Loan and Servicing Agreement • November 6th, 2012 • NewStar Financial, Inc. • Finance lessors • New York
THIS FIFTH AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, the “Agreement”) is made as of this November 5, 2012, by and among:
U.S. $175,000,000 FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 6th, 2015 • NewStar Financial, Inc. • Finance lessors • New York
THIS FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of June 19, 2015, by and among:
RESTATED AND AMENDED MANAGEMENT AGREEMENT dated as of November 29, 2005 by and between NEWSTAR CREDIT OPPORTUNITIES FUNDING I LTD., The SPE AND NEWSTAR FINANCIAL, INC., As ManagerManagement Agreement • April 2nd, 2007 • NewStar Financial, Inc. • Finance lessors • New York
This RESTATED AND AMENDED MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of November, 2005, by and among NEWSTAR CREDIT OPPORTUNITIES FUNDING I LTD., an exempted company organized under the laws of the Cayman Islands (the “SPE”) and NEWSTAR FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “NewStar”), as manager (in such capacity, the “Manager”).
VOTING AGREEMENTVoting Agreement • November 19th, 2007 • NewStar Financial, Inc. • Finance lessors • New York
This Voting Agreement (this “Agreement”) dated as of November 12, 2007, is made by and between NewStar Financial, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”).
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
This Agreement, dated as of March 21, 2006, is entered into by and between NewStar Structured Finance Opportunities, LLC, a Delaware limited liability company, (together with successors and assigns permitted hereunder, the “Issuer”), and NewStar Financial, Inc., a Delaware corporation (“NewStar”), as collateral manager (the “Collateral Manager”).
SUBSCRIPTION AGREEMENT Dated as of June 17, 2004 by and among NOVUS CAPITAL, INC. and THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETOSubscription Agreement • September 21st, 2006 • NewStar Financial, Inc. • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of June 17, 2004, by and among Novus Capital, Inc., a Delaware corporation and successor by conversion of Novus Capital, LLC, a Delaware limited liability company (the “Company”), and the investors listed on the signature pages hereto (collectively, the “Investors”).
PURCHASE AGREEMENT by and amongPurchase Agreement • November 5th, 2015 • NewStar Financial, Inc. • Finance lessors
This PURCHASE AGREEMENT, dated as of September 16, 2015, is made by and among NEWSTAR FINANCIAL, INC., a Delaware Corporation (the “Buyer”), ANDREA S. FEINGOLD (“Feingold”), and R. IAN O’KEEFFE (“O’Keeffe” and, together with Feingold, each a “Seller” and collectively the “Sellers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2015 • NewStar Financial, Inc. • Finance lessors • New York
This REGISTRATION RIGHTS AGREEMENT dated April 22, 2015 (this “Agreement”) is entered into by and among NewStar Financial, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), on behalf of itself and the other initial purchasers listed in Schedule 1 to the Purchase Agreement, dated April 17, 2015 (collectively the “Initial Purchasers”).
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • May 6th, 2010 • NewStar Financial, Inc. • Finance lessors • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (such agreement, as amended, supplemented, restated or replaced from time to time, the “Agreement”) dated May 4, 2010, effective as of May 21, 2010, is made by NEWSTAR FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “NewStar”), as the guarantor hereunder (in such capacity, the “Guarantor”), in favor of NATIXIS FINANCIAL PRODUCTS INC. (formerly known as IXIS Financial Products, Inc.), as Administrative Agent for the benefit of the Secured Parties under the Secured Loan and Servicing Agreement (as defined herein) (in such capacity, the “Administrative Agent”).
NEWSTAR FINANCIAL, INC. THIRD AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 2nd, 2007 • NewStar Financial, Inc. • Finance lessors
THIS THIRD AMENDMENT (this “Amendment”), entered into as of December 12, 2006 to the STOCKHOLDERS AGREEMENT entered into as of June 18, 2004, by and among NEWSTAR FINANCIAL, INC. (f/k/a Novus Capital, Inc.), a Delaware corporation (the “Corporation”) and the securityholders of the Corporation signatory thereto, as amended by the First Amendment to the Stockholders Agreement, dated August 22, 2005, and the Second Amendment to the Stockholders Agreement, dated June 5, 2006 (collectively, the “Agreement”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreement.
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT among NEWSTAR FINANCIAL, INC., as Servicer and as Seller NEWSTAR WAREHOUSE FUNDING 2005 LLC, as Purchaser and LYON FINANCIAL SERVICES, INC., d/b/a U.S. Bank Portfolio Services as Backup Servicer Dated...Sale and Servicing Agreement • March 10th, 2009 • NewStar Financial, Inc. • Finance lessors • New York
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of December 30, 2005, as AMENDED AND RESTATED as of November 19, 2008 (as it may be further amended, modified or supplemented from time to time, this “Agreement”), among NEWSTAR FINANCIAL, INC, a Delaware corporation (“NewStar Financial”), as seller (in such capacity, “Seller”) and as servicer (in such capacity, “Servicer”), NEWSTAR WAREHOUSE FUNDING 2005 LLC, a Delaware limited liability company (“NewStar LLC”), as purchaser (in such capacity, “Purchaser”) and LYON FINANCIAL SERVICES, INC., d/b/a U.S. Bank Portfolio Services, a national banking association (“USBPS”), as backup servicer (in such capacity, “Backup Servicer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2007 • NewStar Financial, Inc. • Finance lessors
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 12, 2007, by and among NewStar Financial, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, together with its affiliates, a “Holder” and collectively, the “Holders”).
FIRST AMENDMENT TO AMENDED AND RESTATED NOTE AGREEMENTNote Agreement • January 31st, 2012 • NewStar Financial, Inc. • Finance lessors • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED NOTE AGREEMENT dated as of January 27, 2012 (this “Amendment”), among NEWSTAR FINANCIAL, INC. (the “Company”), THE HOLDERS PARTY HERETO (the “Holders”) and FORTRESS CREDIT CORP., as contractual representative of the Holders under the Note Agreement described below (in such capacity, together with its successors and assigns, the “Administrative Agent”).
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • April 2nd, 2007 • NewStar Financial, Inc. • Finance lessors • New York
THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of July 10, 2006 (this “Amendment”), is entered into in connection with that certain Amended and Restated Sale and Servicing Agreement, dated as of April 5, 2006 (such agreement as amended, modified, supplemented, waived or restated from time to time, the “Agreement”), by and among NEWSTAR CP FUNDING LLC, a Delaware limited liability company, as the seller (together with its successors and assigns in such capacity, the “Seller”), NEWSTAR FINANCIAL INC., a Delaware corporation (together with its successors and assigns, the “Company”), as the originator (together with its successors and assigns in such capacity, the “Originator”), and as the servicer (together with its successors and assigns in such capacity, the “Servicer”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successor and assigns, “Wachovia”), as the swingline purchaser (together with its successor
U.S. $75,000,000 NOTE PURCHASE AGREEMENT Dated as of November 16, 2012 By and Among NEWSTAR COMMERCIAL LEASE FUNDING I, LLC as the Borrower NEWSTAR EQUIPMENT FINANCE I, LLC as the Servicer and Originator WELLS FARGO BANK, NATIONAL ASSOCIATION as the...Note Purchase Agreement • November 16th, 2012 • NewStar Financial, Inc. • Finance lessors • New York
