LIMITED GUARANTYLimited Guaranty • November 27th, 2017 • NewStar Financial, Inc. • Finance lessors • Delaware
LIMITED GUARANTY, dated as of October 16, 2017 (this “Limited Guaranty”), by GSO Diamond Portfolio Fund LP, a Delaware limited partnership (“Limited Guarantor”), in favor of NewStar Financial, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Asset Purchase Agreement (as it may be amended or otherwise modified from time to time, the “Asset Purchase Agreement”), dated as of the date hereof, by and between the Guaranteed Party and GSO Diamond Portfolio Holdco LLC a Delaware limited liability company (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.
EQUITY FINANCING COMMITMENT LETTEREquity Financing Commitment Letter • November 27th, 2017 • NewStar Financial, Inc. • Finance lessors • Delaware
This letter agreement sets forth the commitment of GSO Diamond Portfolio Fund LP, a Delaware limited partnership (the “Committing Party”), subject to the terms and conditions contained herein, to purchase directly or indirectly, or cause the direct or indirect purchase of, certain equity interests of GSO Diamond Portfolio Holdco LLC, a Delaware limited liability company (“Buyer”). It is contemplated that Buyer shall directly or indirectly acquire substantially all of the loan assets and other investments of NewStar Financial, Inc., a Delaware corporation (the “Company”), pursuant to, and on the terms and subject to the conditions set forth in, the Asset Purchase Agreement, dated as of the date hereof, by and between Buyer and the Company (as the same may be amended from time to time in accordance with its terms, the “Asset Purchase Agreement”). In connection with such acquisition, the limited partners of the Committing Party are contributing to the Committing Party funds in accordance
ASSIGNMENT AND SECURITY AGREEMENTAssignment and Security Agreement • November 27th, 2017 • NewStar Financial, Inc. • Finance lessors • Delaware
THIS ASSIGNMENT AND SECURITY AGREEMENT is executed and delivered as of October 16, 2017 (this “Agreement”), by GSO DIAMOND PORTFOLIO FUND LP, a Delaware limited partnership (“Fund”), GSO DIAMOND PORTFOLIO FEEDER FUND LP, a Cayman Islands exempted limited partnership (“Feeder Fund”) and GSO DIAMOND PORTFOLIO ASSOCIATES LLC, a Delaware limited liability company, the general partner of Fund and the general partner of Feeder Fund, the “General Partner” and, together with Fund and Feeder Fund, the “Assigning Parties”), in favor of NewStar Financial, Inc., a Delaware corporation (“Seller”). Capitalized terms not defined herein have the meanings assigned to such terms in the Asset Purchase Agreement referred to below.
