Underwriting AgreementUnderwriting Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
EMPLOYMENT AGREEMENT of TIMOTHY C. SHOYEREmployment Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • Massachusetts
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 8, 2006 and effective as of the Effective Date (as defined below), between NEWSTAR FINANCIAL, INC., a Delaware corporation (the “Company”), and Timothy C. Shoyer (“Executive”).
AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 11th, 2006 • 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 , 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 [name of Management Stockholder], 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”).
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • December 11th, 2006 • 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
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of , 2006 and effective as of the Effective Date (as defined below) among NewStar Financial, Inc., a Delaware corporation the “Company”), and [name of Management Stockholder], the holder of the number of shares of 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”).
NEWSTAR FINANCIAL, INC. THIRD AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors
THIS THIRD AMENDMENT (this “Amendment”), entered into as of December , 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.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of , 2006 and effective as of the Effective Date (as defined below) among NewStar Financial, Inc., a Delaware corporation the “Company”), and [name of Director Stockholder], the holder of the number of shares of Common Stock of the Company set forth under the heading “Restricted Stock” on Schedule I hereto (such person being referred to as the “Director Stockholder”).
NEWSTAR FINANCIAL, INC. FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors
Each of the undersigned is a party to an individual Restricted Stock Agreement with NewStar Financial, Inc. (f/k/a Novus Capital, Inc.), a Delaware corporation (the “Company”), dated on either June 17, 2004, July 22, 2004, Feb 10, 2005 or August 22, 2005, (collectively, the “Agreement”). This FIRST AMENDMENT to the Agreement is entered in to as of December , 2006 (the “Amendment”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreement.
NEWSTAR FINANCIAL, INC. Stock Option Award AgreementStock Option Award Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • Delaware
NEWSTAR FINANCIAL, INC. (the “Company”) hereby grants to you (the “Optionee”) the following option (the “Option”) to purchase Common Stock of the Company:
AMENDMENT NO. 3 TO SALE AND SERVICING AGREEMENTSale and Servicing Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
This AMENDMENT NO. 3 TO SALE AND SERVICING AGREEMENT, dated as of November 29, 2006, (this “Amendment”) is entered into in connection with that certain Sale and Servicing Agreement, dated as of November 30, 2005 (such agreement as amended, modified, supplemented, waived or restated from time to time, the “Sale and Servicing Agreement”), by and among NewStar Credit Opportunities Funding I Ltd., as the seller (in such capacity, the “Seller”), NewStar Credit Opportunities Fund, Ltd., as the fund (in such capacity, the “Fund”), NewStar Financial, Inc., as the collateral manager (in such capacity, the “Collateral Manager”), each of the conduit purchasers and purchaser agents from time to time party thereto, IXIS Financial Products Inc., as the administrative agent (in such capacity, the “Administrative Agent”) and as the swingline purchaser, Wachovia Capital Markets, LLC, as the documentation agent (in such capacity, the “Documentation Agent”), U.S. Bank National Association, as the collate
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of June 7, 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
NEWSTAR FINANCIAL, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • Delaware
NEWSTAR FINANCIAL, INC. (the “Company”) hereby awards to you (the “Shareholder”) shares of Common Stock of the Company as follows:
AMENDMENT NO. 2 TO SALE AND SERVICING AGREEMENTSale and Servicing Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
This AMENDMENT NO. 2 TO SALE AND SERVICING AGREEMENT, dated as of August 2, 2006, (this “Amendment”) is entered into in connection with that certain Sale and Servicing Agreement, dated as of November 30, 2005 (such agreement as amended, modified, supplemented, waived or restated from time to time, the “Sale and Servicing Agreement”), by and among NewStar Credit Opportunities Funding I Ltd., as the seller (in such capacity, the “Seller”), NewStar Credit Opportunities Fund, Ltd., as the fund (in such capacity, the “Fund”), NewStar Financial, Inc., as the collateral manager (in such capacity, the “Collateral Manager”), each of the conduit purchasers and purchaser agents from time to time party thereto, IXIS Financial Products Inc., as the administrative agent (in such capacity, the “Administrative Agent”) and as the swingline purchaser, Wachovia Capital Markets, LLC, as the documentation agent (in such capacity, the “Documentation Agent”), U.S. Bank National Association, as the collateral
AMENDMENT NO. 4 AND WAIVER TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS AMENDMENT NO. 4 AND WAIVER TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of October 30, 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 successors and assigns, “Wachovia”), as the swingline purchaser (together wit
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • December 11th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of August 9, 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 successors and assigns, “Wachovia”), as the swingline purchaser (together with its success
