Third Amendment to Amended and Restated Secured loan and Servicing Agreement



 Exhibit 10.1 
 EXECUTION VERSION 
 THIRD AMENDMENT TO
AMENDED AND RESTATED SECURED LOAN AND 
 SERVICING AGREEMENT 

THIS THIRD AMENDMENT, dated as of May 18, 2012 (this “Amendment”), is entered into in connection with that certain
Amended and Restated Secured Loan and Servicing Agreement, dated as of May 4, 2010, effective as of May 21, 2010 (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”), Bleachers Finance 1 Limited, as the lender (by assignment from MMP-7
Funding, LLC and together with its successors and assigns in such capacity, the “Lender”), Natixis Financial Products LLC, 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; and 

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: 
  

	A.	AMENDMENTS. 

 1.
Section 1.1 of the Secured Loan and Servicing Agreement is hereby amended by (a) amending the definition of “Legal Final Maturity Date” by deleting the date “August 24, 2015” and replacing it with the date
“December 31, 2012” and (b) amending the definition of “Termination Date” by deleting the date “May 19, 2012” and replacing it with the date “December 17, 2012”. 

2. Section 2.1(f) of the Secured Loan and Servicing Agreement is hereby amended by deleting the date “May 19, 2012”
and replacing it with the date “December 17, 2012”. 
  

	B.	AGREEMENTS IN FULL FORCE AND EFFECT AS AMENDED AND WAIVED. 

 Except as specifically amended and waived 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 Secured Loan 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 and a one-time waiver 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. 








	C.	REPRESENTATIONS AND WARRANTIES. 

 Each of the Originator, the Borrower and the Servicer represents and warrants with respect to itself as of the effective 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) after giving effect to this Amendment, there is no Termination Event, Unmatured Termination Event, or Servicer Default. 

 

	D.	CONDITIONS TO EFFECTIVENESS. 

 The effectiveness of this Amendment is conditioned upon delivery of executed signature pages by all parties hereto to the Administrative Agent. 

 

	E.	MISCELLANEOUS. 


(a) This Amendment may be executed in any number of counterparts (including by facsimile or pdf), 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) 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:	 		 	BLEACHERS FINANCE 1 LIMITED
				
		 		 	By:	 	 /s/ JOHN L. FRIDLINGTON

		 		 		 	Name: John L. Fridlington
		 		 		 	Title: Vice President
			
	THE ADMINISTRATIVE AGENT:	 		 	NATIXIS FINANCIAL PRODUCTS LLC
				
		 		 	By:	 	 /s/ MICHAEL E. HOPSON

		 		 		 	Name: Michael E. Hopson
		 		 		 	Title: Managing Director
				
		 		 	By:	 	 /s/ Lorraine Medveely

		 		 		 	Name: Lorraine Medveely
		 		 		 	Title: Managing Director
			
	THE TRUSTEE:	 		 	U.S. BANK NATIONAL ASSOCIATION,
		 		 	not in its individual capacity but solely as Trustee
				
		 		 	By:	 	 /s/ SETH FRINK

		 		 		 	Name: Seth Frink
		 		 		 	Title: Assistant Vice President