NEWSTAR TRUST 2005-1 NOTES, SERIES 2005-1 $156,000,000 CLASS A-1 NOTES $18,750,000 CLASS B NOTES $39,375,000 CLASS C NOTES $24,375,000 CLASS D NOTES $24,375,000 CLASS E NOTES PURCHASE AGREEMENTPurchase Agreement • September 21st, 2006 • NewStar Financial, Inc. • 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.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 21st, 2006 • NewStar Financial, Inc. • 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 [name of Management Stockholder], 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”).
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 21st, 2006 • NewStar Financial, Inc. • 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.
Page ARTICLE 1 DEFINITIONS 1 SECTION 1.01. Definitions 1 ARTICLE 2 CORPORATE GOVERNANCE 9 SECTION 2.01. Composition of the Board 9 SECTION 2.02. Withdrawal and Removal 9 SECTION 2.03. Vacancies 10 SECTION 2.04. Charter or Bylaw Provisions 10 SECTION...Stockholders’ Agreement • September 21st, 2006 • NewStar Financial, Inc. • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Stockholders Agreement”) is entered into as of June 18, 2004, among Novus Capital, Inc., a Delaware corporation and successor by conversion of Novus Capital LLC, a Delaware limited liability company (the “Company”), and the securityholders listed on the signature pages hereto or who become a party to this Stockholders Agreement after the date hereof pursuant to the terms hereof (the “Stockholders”).
U.S. $50,000,000 SECURED LOAN AND SERVICING AGREEMENT by and among NEWSTAR SHORT-TERM FUNDING LLC, as the Borrower, NEWSTAR FINANCIAL, INC., as the Originator and as the Servicer, MMP-5 FUNDING, LLC, as the Lender, IXIS FINANCIAL PRODUCTS INC., as the...Secured Loan and Servicing Agreement • September 21st, 2006 • NewStar Financial, Inc. • New York
THIS SECURED LOAN AND SERVICING AGREEMENT (such agreement as amended, modified, waived, supplemented, restated or replaced from time to time, the “Agreement”) is made as of this August 26, 2005, by and among:
SECOND AMENDMENT TO SECURED LOAN AND SERVICING AGREEMENTSecured Loan and Servicing Agreement • September 21st, 2006 • NewStar Financial, Inc. • New York
THIS SECOND AMENDMENT, dated as of March 14, 2006 (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 assigns
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”).
MULTIPLE DRAW EXTENDIBLE SENIOR SECURED NOTES DUE MARCH 11, 2008Note Agreement • September 21st, 2006 • NewStar Financial, Inc. • New York
This NOTE AGREEMENT (this “Agreement”) is entered into as of March 11, 2005, by and among NEWSTAR FINANCIAL, INC., a Delaware corporation (the “Company”), FORTRESS CREDIT CORP., as Initial Purchaser (in such capacity, the “Initial Purchaser”), each Additional Purchaser (as hereinafter defined) from time to time party hereto as provided herein (together with the Initial Purchaser, the “Purchasers”), each other Holder (as hereinafter defined) from time to time party hereto as provided herein, and FORTRESS CREDIT CORP., as Administrative Agent (as hereinafter defined).
FOUNDERS SUBSCRIPTION AGREEMENT Dated as of June 17, 2004 by and among NOVUS CAPITAL, INC. and THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETOFounders Subscription Agreement • September 21st, 2006 • NewStar Financial, Inc. • Delaware
THIS FOUNDERS 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”).
FIRST AMENDMENT TO SECURED LOAN AND SERVICING AGREEMENTSecured Loan and Servicing Agreement • September 21st, 2006 • NewStar Financial, Inc. • 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
July 20, 2005NewStar Financial, Inc. • September 21st, 2006
