EX-4.2



 Exhibit 4.2 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 








No.                     

7.25% Senior Note due 2020 
 CUSIP
No. 65251F AB1 
 ISIN No. US65251FAB13 

NEWSTAR FINANCIAL, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum listed on
the Schedule of Increases or Decreases in Global Note attached hereto on May 1, 2020. 
 Interest Payment Dates: May 1 and
November 1. 
 Record Dates: April 15 and October 15. 

Additional provisions of this Note are set forth on the other side of this Note. 







 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 

 

					
	NEWSTAR FINANCIAL, INC.,
			
		 	by	 	  

		 		 	Name:
		 		 	Title:



Dated:                     

 

			
	 TRUSTEE’S CERTIFICATE OF

        AUTHENTICATION

	
	U.S. BANK NATIONAL ASSOCIATION,
	
	 as Trustee, certifies that this is one of the Notes referred to in the Indenture.

		
	        by	 	  

		 	Authorized Signatory








 7.25% Senior Note due 2020 

 

	1.	Interest 

 NEWSTAR FINANCIAL, INC., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuer shall pay interest
semiannually on May 1 and November 1 of each year. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from April 22,
2015 until the principal hereof is due. Interest shall be computed on the basis of a 360 day year of twelve 30 day months. The Issuer shall pay interest on overdue principal at the rate borne by the Notes plus 1% per annum, and it shall pay
interest on overdue installments of interest at the same rate to the extent lawful. 
  

	2.	Method of Payment 

 The Issuer shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders at the close of business on the April 15 or October 15 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment
date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository
Trust Company or any successor depositary. The Issuer will make all payments in respect of a certificated Note (including principal, premium, if any, and interest), at the office of the Paying Agent, except that, at the option of the Issuer, payment
of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made by wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion). 
  

	3.	Paying Agent and Registrar 

 Initially, U.S. BANK NATIONAL ASSOCIATION, a national
banking association (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any Wholly Owned Domestic Subsidiary may act as Paying Agent or
Registrar. 
  

	4.	Indenture 

 The Issuer issued the Notes under an Indenture dated as of April 22,
2015 (the “Indenture”), between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of








 
1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 

The Notes are senior unsecured obligations of the Issuer and are not limited to aggregate principal amount at any one time outstanding
(subject to Sections 2.08 and 2.09 of the Indenture). This Note is one of the Additional Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes issued in
exchange for Initial Notes pursuant to the Indenture. The Initial Notes , the Additional Notes and any Exchange Notes and Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions
upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make asset sales or issue or sell shares of capital stock of Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens,
guarantee indebtedness or change its business. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its
property. 
 To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the
Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors, if any, have jointly and severally
unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture. 
  

	5.	Optional Redemption 

 Except as set forth in the next four paragraphs, the Notes are not
redeemable at the option of the Issuer. 
 At any time prior to May 1, 2017, the Issuer may redeem the Notes, in whole or in part, at
its option, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such Notes plus the relevant Applicable Premium as of and accrued and unpaid interest to the redemption date.

 At any time and from time to time on or after May 1, 2017, the Issuer may redeem the Notes, in whole or in part, upon not less than
30 nor more than 60 days’ notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest on the Notes redeemed to the applicable date of redemption, if redeemed during the twelve-month
period beginning on May 1 of the year indicated below: 








					
	 Year
	  	Redemption
Price	 
	 2017
	  	 	103.625	% 
	 2018
	  	 	101.813	% 
	 2019 and thereafter
	  	 	100.000	% 

 At any time and from time to time prior to May 1, 2017, the Issuer may redeem the Notes with the net cash
proceeds received by the Issuer from any Equity Offering at a redemption price equal to 107.250% plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original
aggregate principal amount of the Notes (including Additional Notes); provided that 
 (1) in each case the redemption takes place not
later than 180 days after the closing of the related Equity Offering; and 
 (2) not less than 65% of the originally issued aggregate
principal amount of the Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Restricted Subsidiaries). 

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a
Change of Control Offer, and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right upon not less than 30
nor more than 60 days prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption. 
  

	6.	Sinking Fund 

 The Notes are not subject to any sinking fund. 

 

	7.	Notice of Redemption 

 Notices of redemption will be given electronically, if the Notes
are held through DTC, or mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part. If money sufficient to pay the redemption price
of and accrued and unpaid interest and liquidated damages, if any, on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. 








	8.	Repurchase of Notes at the Option of Holders upon Change of Control and Asset Dispositions 


Upon a Change of Control, any Holder of Notes will have the right, subject to certain conditions specified in the Indenture, to cause the
Issuer to repurchase all or any part of the Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase
(subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture. 

In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain
events. 
  

	9.	Denominations; Transfer; Exchange 

 The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the
case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed. 

 

	10.	Persons Deemed Owners 

 Except as provided in paragraph 2 hereof, the registered Holder
of this Note may be treated as the owner of it for all purposes. 
  

	11.	Unclaimed Money 

 If money for the payment principal or interest remains unclaimed for
two years, the Trustee and the Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look to the Issuer for
payment as general creditors and the Trustee and the Paying Agent shall have no further liability with respect to such monies. 
  

	12.	Discharge and Defeasance 

 Subject to certain conditions, the Issuer at any time may
terminate some of or all its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, and interest on, the Notes to redemption or maturity, as the
case may be. 








	13.	Amendment, Waiver 

 Subject to certain exceptions set forth in the Indenture,
(i) the Indenture or the Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (ii) any default may be waived
with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may
amend the Indenture or the Notes (i) to cure any ambiguity, omission, mistake, defect, error or inconsistency; (ii) to comply with Article V of the Indenture; (iii) to provide for uncertificated Notes in addition to or in
place of certificated Notes; (iv) add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Issuer or any Restricted Subsidiary; (v) to make any change that does
not adversely affect the rights of any Holder in any material respect; (vi) at the Issuer’s election, comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; (vii) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to provide for the issuance of the Exchange Notes, Private Exchange Notes, or Additional Notes; (ix) to add security to or for
the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under the
Indenture; (x) to evidence and provide for the acceptance and appointment of a successor Trustee to any Note Document; and (xi) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes,
including to facilitate the issuance and administration of Notes, the Exchange Notes or Private Exchange Notes. 
  

	14.	Defaults and Remedies 

 If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid
interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs, the principal of and interest on all the Notes shall become immediately due and
payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes
and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the
rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied
with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice
that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable








 
security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of
security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.
Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising
any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would
involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such
action. 
  

	15.	Trustee Dealings with the Issuer 

 Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Trustee. 
  

	16.	No Recourse Against Others 

 No director, manager, officer, employee, incorporator,
shareholder or member of the Issuer or any of its respective Subsidiaries or Affiliates, as such, shall have any liability for any obligations of the Issuer under the Note Documents or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes 

 

	17.	Authentication 

 This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note. 
  

	18.	Abbreviations 

 Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 

 

	19.	Governing Law 

 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 








	20.	CUSIP and ISIN Numbers 

 The Issuer has caused CUSIP and ISIN numbers to be printed on
the Notes and has directed the Trustee to use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder of
Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. 







 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                     agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

 
 Date:
                                     Your Signature:
                                         
                                         
                       
  

 
 Sign exactly as your name appears on the other
side of this Note. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. 







 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset Disposition), 4.08 (Change of Control)
or 4.04(b)(5) (Specified Event Offer) of the Indenture, check the box: 
 Asset Disposition   ̈    Change of Control    ̈    Specified Event Offer   ̈ 
 If you want to elect to have only part of this Note purchased by the Issuer
pursuant to Section 4.06, 4.08 or 4.04(b)(5) of the Indenture, state the amount ($1,000 or an integral multiple thereof): 
 $ 

 

							
	Date:	 	  
	 	Your Signature:	 	  

		 		 		 	(Sign exactly as your name appears on the other side of the Note)

  

					
	Signature Guarantee:	 	  

		 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.








 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The initial principal amount of this Global Note is $[            ]. The following
increases or decreases in this Global Note have been made: 
  

									
	Date of Exchange	  	Amount of decrease in
Principal Amount of this
Global Note	  	Amount of increase in
Principal Amount of this
Global Note	  	Principal amount of this
Global Note following such
decrease or increase	  	Signature of authorized
signatory of Trustee or Notes
Custodian