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”).
U.S. $300,000,000 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, WACHOVIA BANK, NATIONAL ASSOCIATION, as the Swingline Purchaser,...Sale and Servicing Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS 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 April 5, 2006, by and among:
SALE AND SERVICING AGREEMENT by and among NEWSTAR COMMERCIAL LOAN TRUST 2006-1, as the Issuer, NEWSTAR COMMERCIAL LOAN LLC 2006-1, as the Trust Depositor, NEWSTAR FINANCIAL, INC., as the Originator and as the Servicer, U.S. BANK NATIONAL ASSOCIATION,...Sale and Servicing Agreement • October 26th, 2006 • 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 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 • October 26th, 2006 • 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 2006-1, as the Trust Depositor Dated as of June 8, 2006Commercial Loan Sale Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS COMMERCIAL LOAN SALE AGREEMENT, dated as of June 8, 2006 (as amended, modified, restated, waived, or supplemented from time to time, the “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 2006-1, 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”);
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 • October 26th, 2006 • 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”).
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 as of December 30, 2005Sale and Servicing Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
SALE AND SERVICING AGREEMENT, dated as of December 30, 2005 (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”).
Page ARTICLE 1. LEASE 3 1.01 Lease 3 1.02 Appurtenant Rights 3 ARTICLE 2. TERM: RENT 3 2.01 Term 3 2.02 Use 3 2.03 Rent 3 2.04 Operating Cost 4 2.05 Impositions 6 2.06 Computation Of Operating Cost and Impositions Adjustment 7 2.07 Adjustment For...NewStar Financial, Inc. • October 26th, 2006 • Finance lessors • Massachusetts
This “Basic Information Sheet” is made a part of, and incorporated in, that certain lease dated as set forth below by and between Five Hundred Boylston West Venture (as “Landlord”) and NewStar Financial, Inc. (as “Tenant”).
PURCHASE AND SALE AGREEMENT by and between NEWSTAR STRUCTURED FINANCE OPPORTUNITIES, LLC, as the Buyer and NEWSTAR FINANCIAL, INC., as the Seller Dated as of March 21, 2006Purchase and Sale Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS PURCHASE AND SALE AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of March 21, 2006, by and between NEWSTAR FINANCIAL, INC., a Delaware corporation, as the seller (in such capacity, the “Seller”) and NEWSTAR STRUCTURED FINANCE OPPORTUNITIES, LLC, a Delaware limited liability company, as the buyer (in such capacity, the “Buyer”).
ContractNewStar Financial, Inc. • October 26th, 2006 • Finance lessors • Delaware
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
NEWSTAR FINANCIAL, INC. SECOND AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • October 26th, 2006 • 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.
NOTE PURCHASE AGREEMENT among NEWSTAR STRUCTURED FINANCE OPPORTUNITIES, LLC NEWSTAR FINANCIAL, INC., as Limited Recourse Provider THE INVESTORS PARTY HERETO MMP-5 FUNDING, LLC as Swingline Investor U.S. BANK NATIONAL ASSOCIATION as Trustee and IXIS...Note Purchase Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS NOTE PURCHASE AGREEMENT dated as of March 21, 2006 is entered into among NewStar Structured Finance Opportunities, LLC, a limited liability company existing under the laws of the State of Delaware (the “Issuer”), NewStar Financial, Inc. (“NewStar”), as limited recourse provider (the “Limited Recourse Provider”), MMP-5 Funding, LLC, as Swingline Investor (the “Swingline Investor”), the Investors party hereto, IXIS Financial Products Inc. (“IXIS FP”), as agent for the Investors hereunder (in such capacity, together with its successors in such capacity, the “Investor Agent”) and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns, the “Trustee”);
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”).
FIRST AMENDMENT TO LEASELease • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of the 26th day of March, 2005 by and between FIVE HUNDRED BOYLSTON WEST VENTURE, a Massachusetts joint venture (“Landlord”), and NEWSTAR FINANCIAL, INC., a Delaware corporation (“Tenant”).
INDENTURE between NEWSTAR WAREHOUSE FUNDING 2005 LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and as Custodian Dated as of December 30, 2005NewStar Financial, Inc. • October 26th, 2006 • Finance lessors • New York
INDENTURE, dated as of December 30, 2005 (this “Indenture”), between NEWSTAR WAREHOUSE FUNDING 2005 LLC, a Delaware limited liability company (“Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee for the benefit of the Noteholders (in such capacity, the “Indenture Trustee”) and as custodian with respect to the Purchased Assets being purchased by Issuer and the Loan Notes or Participation Certificates, if any, evidencing or securing those Purchased Assets (in such capacity, the “Custodian”) and not in its individual capacity.
THIRD AMENDMENT TO SECURED LOAN AND SERVICING AGREEMENTSecured Loan and Servicing Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS THIRD AMENDMENT, dated as of August 24, 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
NOTE PURCHASE AGREEMENT by and among NEWSTAR WAREHOUSE FUNDING 2005 LLC, as Issuer NEWSTAR FINANCIAL, INC., as Seller and Servicer and CITIGROUP GLOBAL MARKETS REALTY CORP., as Note Purchaser Dated as of December 30, 2005Note Purchase Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
NOTE PURCHASE AGREEMENT, dated as of December 30, 2005 (as amended, supplemented and otherwise modified from time to time, this “Agreement”), by and among NEWSTAR WAREHOUSE FUNDING 2005 LLC, a Delaware limited liability company, as issuer (“Issuer”), NEWSTAR FINANCIAL, INC., a Delaware corporation, as seller (in such capacity, “Seller”) and as servicer (in such capacity, “Servicer”), and CITIGROUP GLOBAL MARKETS REALTY CORP., a Delaware corporation, as Note Purchaser (“Citigroup,” and in its capacity as Note Purchaser hereunder, “Note Purchaser”).
FIRST OMNIBUS AMENDMENTFirst Omnibus • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS FIRST OMNIBUS AMENDMENT, dated as of April 27th, 2006 (this “Omnibus Amendment”), is entered into in connection with (i) that certain Indenture, dated as of December 30, 2005 (as amended, supplemented, restated or replaced from time to time, the “Indenture”), by and between NewStar Warehouse Funding 2005 LLC, as the issuer (in such capacity, the “Issuer”), and U.S. Bank National Association, as the indenture trustee and as the custodian (in each such capacity, the “Indenture Trustee” and the “Custodian”); (ii) that certain Note Purchase Agreement, dated as of December 30, 2005 (as amended, supplemented, restated or replaced from time to time, the “Note Purchase Agreement”), by and among NewStar Warehouse Funding 2005 LLC, as the issuer (in such capacity, the “Issuer”), and NewStar Financial, Inc., as the servicer and the seller (together with its successors and assigns in each such capacity, the “Servicer” and the “Seller”), and Citigroup Global Markets Realty Corp., as the note p
SECURITY AGREEMENT dated as of March 21, 2006 between NEWSTAR STRUCTURED FINANCE OPPORTUNITIES, LLC as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee and as CustodianSecurity Agreement • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS SECURITY AGREEMENT dated as of March 21, 2006 is entered into by and between NEWSTAR STRUCTURED FINANCE OPPORTUNITIES, LLC, a Delaware limited liability company (the “Issuer”) and U.S. Bank National Association, acting in its capacities as Trustee (in such capacity, together with its successors and assigns, the “Trustee”) and as Custodian (in such capacity, together with its successors and assigns, the “Custodian”).
INDENTURE by and between NEWSTAR COMMERCIAL LOAN TRUST 2006-1, as the Issuer, and U.S. BANK NATIONAL ASSOCIATION, as the Trustee Dated as of June 8, 2006Indenture • October 26th, 2006 • NewStar Financial, Inc. • Finance lessors • New York
THIS INDENTURE, dated as of June 8, 2006 (as amended, modified, restated, supplemented or waived from time to time, the “Indenture”), is by and between NEWSTAR COMMERCIAL LOAN TRUST 2006-1, 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”).
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 • October 26th, 2006 • 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.
