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”).
NEWSTAR COMMERCIAL LOAN TRUST 2006-1 NOTES $320,000,000 CLASS A-1 NOTES $22,500,000 CLASS B NOTES $35,000,000 CLASS C NOTES $25,000,000 CLASS D NOTES $13,750,000 CLASS E NOTES PURCHASE AGREEMENTPurchase Agreement • April 2nd, 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.
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.
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”).
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.
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
NEWSTAR FINANCIAL, INC. SECOND AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 2nd, 2007 • NewStar Financial, Inc. • Finance lessors
THIS SECOND AMENDMENT (this “Amendment”), entered into as of June 5, 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 (collectively, the “Agreement”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreement.
FIRST AMENDMENT TO SECURED LOAN AND SERVICING AGREEMENTSecured Loan and Servicing Agreement • April 2nd, 2007 • NewStar Financial, Inc. • Finance lessors • New York
THIS FIRST AMENDMENT, dated as of November 30, 2005 (this “Amendment”), is entered into in connection with that certain Secured Loan and Servicing Agreement, dated as of August 26, 2005 (as amended, supplemented, restated or replaced from time to time, the “Secured Loan and Servicing Agreement”), by and among NewStar Short-Term Funding LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), NewStar Financial, Inc., 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”), MMP-5 Funding, LLC, as the lender (together with its successors and assigns in such capacity, the “Lender”), IXIS Financial Products Inc., as the Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and U.S. Bank National Association, as the trustee (together with its successors and assig
