Amendment No. 5, dated as of August 8, 2007, to the Secured Loan



 Exhibit 10(i) 
 FIFTH AMENDMENT TO SECURED LOAN AND SERVICING AGREEMENT 
 THIS FIFTH AMENDMENT, dated as of
August 8, 2007 (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”), NATIXIS 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 in such capacity, the “Trustee”). Capitalized terms used but not defined herein shall have the meanings provided in the
Secured Loan and Servicing Agreement. 
 R E C I T A L S 
 WHEREAS, the parties hereto entered into that certain Secured Loan and Servicing Agreement; 
 WHEREAS, the parties hereto desire to amend the Secured Loan and Servicing Agreement in certain respects as provided herein; 
 NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows: 
 SECTION 1. AMENDMENTS. 
 Section 1.1 to the Sale and Servicing Agreement is hereby amended by amending the definition of “Termination Date” by deleting the date,
“August 24, 2007” and replacing it with the date, “November 24, 2007”. 
 SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS
AMENDED. 
 Except as specifically amended hereby, all provisions of the Secured Loan and Servicing Agreement shall remain in full
force and effect. After this Amendment becomes effective, all references to the Secured Loan and Servicing Agreement, “hereof,” “herein,” or words of similar effect referring to the Secured Loan and Servicing Agreement shall be
deemed to mean the Sale and Servicing Agreement as amended hereby. This Amendment shall not constitute a novation of the Secured Loan and Servicing Agreement, but shall constitute an amendment thereof. This Amendment shall not be deemed to expressly
or impliedly waive, amend or supplement any provision of the Secured Loan and Servicing Agreement other than as expressly set forth herein. 
  







 SECTION 3. REPRESENTATIONS AND WARRANTIES. 
 Each of the Originator, the Borrower and the Servicer represents and warrants with respect to itself as of the date of this Amendment as follows:

 (a) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or
organization; 
 (b) the execution, delivery and performance by it of this Amendment are within its powers, have been duly authorized, and do
not contravene (A) its charter, by-laws, or other organizational documents, or (B) any Applicable Law; 
 (c) no consent, license,
permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment by or against it;

 (d) this Amendment has been duly executed and delivered by it; 
 (e) this Amendment constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; 
 (f) it is not in default under the Secured Loan and Servicing Agreement; and 
 (g) there is no Termination Event, Unmatured Termination Event, or Servicer Default. 
 SECTION 4. CONDITIONS TO EFFECTIVENESS. 
 The effectiveness of this Amendment is conditioned
upon delivery of executed signature pages by all parties hereto to the Agent. 
 SECTION 5. MISCELLANEOUS. 
 (a) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. 
 (b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 
 (c) This Amendment may not be amended or otherwise modified except as provided in the Secured Loan and Servicing Agreement. 
  

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 (d) The failure or unenforceability of any provision hereof shall not affect the other provisions of this
Amendment. 
 (e) Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been
used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. 
 (f) This Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements between the parties. There are no unwritten oral agreements between the parties. 
 (g) By its signature below, the
Administrative Agent acknowledges that this Amendment shall constitute the notice required by Section 2.1(d) of the Secured Loan and Servicing Agreement. 
 (h) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 [Remainder of Page Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers
thereunto duly authorized, as of the date first above written. 
  

			
	THE BORROWER	  	NEWSTAR SHORT-TERM FUNDING LLC
		
		  	By: Newstar Financial, Inc., its Designated Manager
		
		  	By:  /s/  John J.
Frishkopf                        
		  	        Name: John J. Frishkopf
		  	        Title: Treasurer
		
	THE ORIGINATOR AND SERVICER:	  	NEWSTAR FINANCIAL, INC.
		
		  	By:  /s/  John J.
Frishkopf                        
		  	        Name: John J. Frishkopf
		  	        Title: Treasurer
		
	THE LENDER:	  	MMP-5 FUNDING, LLC
		
		  	By:  /s/  Bernard J.
Angelo                      
		  	        Name: Bernard J. Angelo
		  	        Title: Vice President

  

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	THE ADMINISTRATIVE AGENT:	 	NATIXIS FINANCIAL PRODUCTS INC.
		
		 	By:  /s/  Ralph J. Inglese                    
		 	        Name: Ralph J. Inglese
		 	        Title: Managing Director
		
		 	By:  /s/  Christopher Hayden              
		 	        Name: Christopher Hayden
		 	        Title: Managing Director
		
	THE TRUSTEE:	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
		
		 	 By:  /s/  Ralph J.
Creasia                    
         Name: Ralph J. Creasia
         Title: Vice
President


  

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