Amendment No. 9 dated as of August 8, 2007



 Exhibit 10(h) 
 AMENDMENT NO. 9 TO THE AMENDED AND  
 RESTATED SALE AND SERVICING AGREEMENT

 (VFCCTransaction with Newstar CP Funding LLC) 
 THIS AMENDMENT NO. 9 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of August 8, 2007 (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 successors and assigns, “Wachovia”), as the swingline purchaser
(together with its successors and assigns in such capacity, the “Swingline Purchaser”), certain conduit purchasers and purchaser agents party thereto (each, together with its successors and assigns in such capacity, a
“Conduit Purchaser” and a “Purchaser” and, collectively with the Swingline Purchaser, the “Purchasers”), WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company (together with its
successors and assigns, “WCM”), as the administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and as the Purchaser Agent with respect to Variable Funding
Capital Company LLC as Conduit Purchaser (together with its successors and assigns in such capacity, the “VFCC Agent”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns,
“US Bank”), not in its individual capacity but as the trustee (together with its successors and assigns in such capacity, the “Trustee”), and LYON FINANCIAL SERVICES, INC., a Minnesota corporation, doing business as
U.S. Bank Portfolio Services, not in its individual capacity but as the backup servicer (together with its successors and assigns in such capacity, the “Backup Servicer”). Capitalized terms used and not otherwise defined herein are
used as defined in the Agreement. 
 RECITALS 
 WHEREAS, the parties hereto previously entered into the Agreement; 
 WHEREAS, the parties
hereto desire to (i) extend the Termination Date pursuant to Section 2.1(d) of the Agreement and (ii) amend the 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. 
 (a) The definition “Facility Termination Date” in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

 ““Facility Termination Date”: August 4, 2010, or such later date as the Administrative Agent and each Purchaser
Agent, in its sole discretion, shall notify the Seller of in writing.” 
 (b) The definition “Termination Date” in
Section 1.1 of the Agreement is hereby amended by amending and restating clause (c) thereof in its entirety as follows: 
 “August 6, 2008, or such later date as such date may be extended pursuant to and in accordance with Section 2.1(d),” 
 SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED AND WAIVED. 
 Except as specifically amended hereby, the
Agreement shall remain in full force and effect. All references to the Agreement shall be deemed to mean the Agreement as modified hereby. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof.
The parties hereto agree to be bound by the terms and conditions of the Agreement, as amended by this Amendment, as though such terms and conditions were set forth herein. 
 SECTION 3. REPRESENTATIONS AND WARRANTIES. 
 Each of the Originator, the Seller 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 Agreement; and 
 (g) there is no Termination Event, Unmatured Termination Event, or Servicer Default. 
 SECTION 4. CONDITIONS PRECEDENT. 
 This Amendment shall become effective on the date on which each party hereto has delivered an executed signature page hereto to the Administrative Agent. 
 SECTION 5. MISCELLANEOUS. 
 (a) This Amendment may be executed in any number of counterparts,
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 Agreement. 
 (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 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) 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 WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS. 
 [Remainder of Page Intentionally Left Blank] 







 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 SELLER:	 		 	NEWSTAR CP FUNDING LLC
				
		 		 	By:	 	NewStar Financial, Inc., its Designated Manager
				
		 		 	By:	 	 /s/ John K. Bray

		 		 	Name:	 	John Kirby Bray
		 		 	Title:	 	Chief Financial Officer
			
	THE ORIGINATOR AND SERVICER:	 		 	NEWSTAR FINANCIAL, INC.
				
		 		 	By:	 	 /s/ John K. Bray

		 		 	Name:	 	John Kirby Bray
		 		 	Title:	 	Chief Financial Officer

 [Signatures Continued on the Following Page] 
  
 Amendment No. 9 to Amended and Restated 
 Sale and Servicing Agreement 








							
	 THE ADMINISTRATIVE AGENT AND THE
 VFCC
AGENT:
	 		 	WACHOVIA CAPITAL MARKETS, LLC
				
		 		 	By:	 	 /s/ David Shutley

		 		 	Name:	 	David Shutley
		 		 	Title:	 	Director
			
	THE PURCHASER:	 		 	 VARIABLE FUNDING CAPITAL
 COMPANY LLC

				
		 		 	By:	 	 Wachovia Capital Markets, LLC, as
 attorney-in-fact


				
		 		 	By:	 	 /s/ Douglas R. Wilson, Sr.

		 		 	Name:	 	Douglas R. Wilson, Sr.
		 		 	Title:	 	Director
			
	THE SWINGLINE PURCHASER:	 		 	 WACHOVIA BANK, NATIONAL
 ASSOCIATION

				
		 		 	By:	 	 /s/ Andy Phelps

		 		 	Name:	 	Andy Phelps
		 		 	Title:	 	Vice President

 [Signatures Continued on the Following Page] 
  
 Amendment No. 9 to Amended and Restated 
 Sale and Servicing Agreement 








									
	THE TRUSTEE:	 		 	 U.S. BANK NATIONAL ASSOCIATION,
 not
in its individual capacity but solely as Trustee

					
		 		 		 	By:	 	 /s/ Kyle Harcourt

		 		 		 	Name:	 	Kyle Harcourt
		 		 		 	Title:	 	Vice President
			
	THE BACKUP SERVICER:	 		 	 LYON FINANCIAL SERVICES, INC.,
 d/b/a U.S. Bank Portfolio Services
 not in its individual capacity but solely as
 Backup Servicer

					
		 		 		 	By:	 	 /s/ Joseph Andries

		 		 		 	Name:	 	Joseph Andries
		 		 		 	Title:	 	Senior Vice President
				
	 Acknowledged and Agreed to
 as of the date
first written above.
	 		 		 	
				
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION, as the Hedge Counterparty
	 		 		 	
					
	By:	 	 /s/ Andy Phelps
	 		 		 	
	Name:	 	Andy Phelps	 		 		 	
	Title:	 	Vice President	 		 		 	

  
 Amendment No. 9 to
Amended and Restated 
 Sale and Servicing Agreement