Fifth Omnibus Amendment, dated November 22, 2010



 Exhibit 10(b)(7)(n) 

FIFTH OMNIBUS AMENDMENT 
 This FIFTH OMNIBUS AMENDMENT, dated as of November 22, 2010 (as amended, modified, waived, supplemented or restated from time to time, this “Fifth
Amendment”), is by and among: 
 (1) U.S. BANK NATIONAL ASSOCIATION (“U.S.
Bank”), not in its individual capacity, but solely as Custodian (in such capacity, the “Custodian”) and as indenture trustee (in such capacity, the “Indenture Trustee”) under the Indenture
(as defined below); 
 (2) CITIBANK, N.A. (“Citibank”), as a Liquidity Bank (in such
capacity, the “Liquidity Bank”) under the Note Purchase Agreement (as defined below) and as the Note Purchaser Agent (in such capacity, the “Note Purchaser Agent”) under the Note Purchase Agreement (as
defined below); 
 (3) CHARTA, LLC (“Charta”), as an Investor (in such capacity, the
“Investor”) under the Note Purchase Agreement (as defined below); 
 (4) NEWSTAR WAREHOUSE FUNDING
2005 LLC (“NewStar LLC”), as Issuer (in such capacity, the “Issuer”) under the Indenture and the Note Purchase Agreement and as Purchaser (in such capacity, the “Purchaser”)
under the Sale and Servicing Agreement (as defined below); 
 (5) NEWSTAR FINANCIAL, INC. (“NewStar
Financial”), as Seller (in such capacity, “Seller”) and as Servicer (in such capacity, “Servicer”) under the Sale and Servicing Agreement and the Note Purchase Agreement; and 

(6) LYON FINANCIAL SERVICES, INC., d/b/a U.S. Bank Portfolio Services (“USBPS”), as Backup Servicer
(in such capacity, “Backup Servicer”) under the Sale and Servicing Agreement. 
 INTRODUCTORY
STATEMENT 
 NewStar Financial, as Seller and as Servicer, NewStar LLC, as Purchaser, and USBPS, as Backup Servicer, are
parties to the Amended and Restated Sale and Servicing Agreement, dated as of November 19, 2008 (as amended, restated or otherwise modified from time to time, the “Sale and Servicing Agreement”). 

NewStar LLC, as Issuer, and U.S. Bank, as Indenture Trustee and as Custodian, are parties to the Amended and Restated Indenture, dated as
of November 19, 2008 (as amended, restated or otherwise modified from time to time, the “Indenture”). 
 NewStar LLC, as Issuer, NewStar Financial, as Seller and Servicer, the Liquidity Banks party thereto, the Investors party thereto and Citibank (as successor to Citicorp North America, Inc., the initial
Note Purchaser Agent), as Note Purchaser Agent are parties to the Note Purchase Agreement, dated as of November 19, 2008 (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”
and, together with the Sale and Servicing Agreement and the Indenture, the “Transaction Documents”). Appendix A (Usage and Definitions) to each of the Transaction Documents, as amended from time to
time, is referred to as the “Appendix A.” 







 The parties wish to amend the Sale and Servicing Agreement, effective as of the Fifth
Amendment Effective Date (as defined below) on the terms and conditions set forth herein. 
 Accordingly, the parties hereto
agree as follows: 
 Section 1. Definitions. Unless otherwise defined herein, all defined terms that are defined
in the Sale and Servicing Agreement (as amended by this Fifth Amendment) or, if not therein defined, in the Note Purchase Agreement or, if not therein defined, in the Indenture (including, in each case, the Appendix A to each such agreement), shall
have the same meanings when used herein. 
 Section 2. Amendment to Sale and Servicing Agreement. 

Effective as of the Fifth Amendment Effective Date, Section 2.7(a) of the Sale and Servicing Agreement is
hereby amended by deleting the clause “end on and exclude the date that is 7 days following the Fourth Amendment Effective Date or such earlier date on which the Note Purchaser Agent provides written notice to the Purchaser and the Servicer
that the Revolving Period has terminated” appearing in clause (ii) thereof and substituting therefor the phrase “end on December 15, 2010 or end on and exclude such earlier date on which the Note Purchaser Agent provides written
notice to the Purchaser and the Servicer that the Revolving Period has terminated”. 
 Section 3. Representations and
Warranties of NewStar LLC and NewStar Financial. 
 Each of NewStar LLC and NewStar Financial represents
and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Note Purchaser Agent, the Note Purchasers, the Indenture Trustee, the Issuing Bank, the Custodian and the Backup Servicer that: 

(a) it has the corporate or limited liability company power and authority to execute, deliver and carry out the terms and
provisions of this Fifth Amendment and has taken or caused to be taken all necessary corporate or limited liability company action to authorize the execution, delivery and performance of this Fifth Amendment; 

(b) no consent of any person and no action of, or filing with any governmental or public body or authority is required to
authorize, or is otherwise required in connection with the execution, delivery and performance of this Fifth Amendment which has not been obtained; 
 (c) this Fifth Amendment been duly executed and delivered by a duly authorized officer on behalf of such party, and constitutes a legal, valid and binding obligation of such party enforceable against such
party in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general
principles of equity; and 

  
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 (d) the execution, delivery and performance of this Fifth Amendment will not
violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under any contractual obligation of such party. 

Section 4. Conditions to Effectiveness. 

This Fifth Amendment shall become effective as of November 22, 2010 (the “Fifth Amendment Effective
Date”) when the Note Purchaser Agent shall have received fully executed counterparts of this Fifth Amendment. 
 Each of the Issuer, the Seller, Citibank and Charta hereby authorizes, consents and directs the Indenture Trustee to execute this Fifth Amendment. 

Section 5. Confirmation and Acknowledgement of the Obligations. 

As of the Fifth Amendment Effective Date, NewStar LLC hereby (i) confirms and acknowledges to the Note Purchaser
Agent and the Note Purchasers that it is validly and justly indebted to the Note Purchaser Agent, any other Noteholders, the Note Purchasers and any other Persons party to the Basic Documents, as applicable, for the payment of all obligations due
under the Basic Documents without offset, defense, cause of action or counterclaim of any kind or nature whatsoever and (ii) reaffirms and admits the validity and enforceability of the Indenture, the Notes and the other Basic Documents. NewStar
Financial hereby confirms and acknowledges its obligations under the Basic Documents and confirms that they will remain in effect following the execution and delivery of this Fifth Amendment. 

Section 6. Ratification of Basic Documents. 

(a) This Fifth Amendment shall be limited precisely as written and shall not be deemed (i) to be a consent granted
pursuant to, or a waiver or modification of, any other term or condition of the Notes or the Basic Documents, or a waiver of any Event of Default or Servicer Event of Default under the Notes, the Indenture or the other Basic Documents, whether or
not known to the Note Purchaser Agent, any other Noteholder, the Note Purchasers or the Indenture Trustee or (ii) to prejudice any other right or rights which the Note Purchaser Agent, any other Noteholder, the Note Purchasers, the Indenture
Trustee or the Backup Servicer may now have or have in the future under or in connection with the Notes or the Basic Documents or any of the instruments or agreements referred to therein. Except to the extent hereby modified, the Notes and each of
the Basic Documents shall continue in full force and effect in accordance with the provisions thereof on the date hereof and the Notes and the Basic Documents as heretofore amended or modified and as modified by this Fifth Amendment are hereby
ratified and affirmed. After this Fifth Amendment becomes effective, all references to the Sale and Servicing Agreement, “hereof,” “herein,” or words of similar effect referring to the Sale and Servicing Agreement shall be deemed
to mean the Sale and Servicing Agreement as amended hereby. 

  
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 (b) (i) The Note Purchaser Agent, the Indenture Trustee, the Backup Servicer
and the Secured Parties reserve all of their legal rights and remedies in respect of any Potential Event of Default, Potential Servicer Event of Default, Servicer Event of Default or Event of Default under the Notes, any of the Basic Documents or
otherwise and all rights and remedies with respect to the Collateral, (ii) no failure on the part of the Note Purchaser Agent, the Indenture Trustee, the Backup Servicer or any Secured Party to exercise, and no delay in exercising, any right,
power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by any such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy, and
(iii) nothing contained herein shall be deemed to relieve NewStar LLC and NewStar Financial from any of their respective responsibilities and obligations under the Basic Documents or any other document related thereto. 

Section 7. GOVERNING LAW; JURISDICTION. 

THIS FIFTH AMENDMENT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. 

Section 8. Severability. 
 If any provisions of this Fifth Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Fifth Amendment in any jurisdiction. 

Section 9. Counterparts. 
 This Fifth Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart. 
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 IN WITNESS WHEREOF, this Fifth Amendment has been duly executed as of the day and
year first above written. 
  

			
	U.S. BANK NATIONAL ASSOCIATION, as Custodian and as Indenture Trustee
		
	By:	 	/s/ KYLE HARCOURT
		 	 Name: Kyle Harcourt
 Title:
Vice President










 
			
	CHARTA, LLC, as an Investor 
	
	 By: Citibank, N.A.,

as Attorney-in-Fact

		
	By:	 	/s/ TODD D. FRITCHMAN
		 	 Name: Todd D. Fritchman

Title: Vice President



  

			
	CITIBANK, N.A., as a Liquidity Bank
		
	By:	 	/s/ TODD D. FRITCHMAN
		 	 Name: Todd D. Fritchman

Title: Vice President



  

			
	CITIBANK, N.A., as Note Purchaser Agent
		
	By:	 	/s/ TODD D. FRITCHMAN
		 	 Name: Todd D. Fritchman

Title: Vice President










 
			
	NEWSTAR WAREHOUSE FUNDING 2005 LLC, as Purchaser and as Issuer
	
	 By: NEWSTAR FINANCIAL, INC., its
 designated manager

		
	By:	 	/s/ JOHN J. FRISHKOPF
		 	 Name: John J. Frishkopf

Title: Treasurer










 
			
	NEWSTAR FINANCIAL, INC., as Seller and as Servicer
		
	By:	 	/s/ JOHN J. FRISHKOPF
		 	 Name: John J. Frishkopf

Title: Treasurer










 
			
	LYON FINANCIAL SERVICES, INC. dba U.S. Bank Portfolio Services, as Backup Servicer
		
	By:	 	/s/ JOHN DOCKER
		 	 Name: John Docker
 Title:
Senior Vice President