4th Amendment to Stockholders' Agreement, dated as of March 26, 2007



 Exhibit 4(a)4 
 NEWSTAR FINANCIAL, INC. 
 FOURTH AMENDMENT TO 
 STOCKHOLDERS AGREEMENT 
 THIS
FOURTH AMENDMENT (this “Amendment”), entered into as of March 26, 2007 to the STOCKHOLDERS AGREEMENT entered into as of June 18, 2004, by and among NEWSTAR FINANCIAL, INC. (f/k/a Novus Capital, Inc.), a Delaware
corporation (the “Corporation”) and the securityholders of the Corporation signatory thereto, as amended by the First Amendment to the Stockholders Agreement, dated August 22, 2005, the Second Amendment to the Stockholders
Agreement, dated June 5, 2006 and the Third Amendment to the Stockholders Agreement, dated December 12, 2006 (collectively, the “Agreement”). Capitalized terms used herein without definition shall have the meanings
assigned thereto in the Agreement. 
 WITNESSETH: 
 WHEREAS, the requisite parties to the Agreement desire to amend the Agreement in accordance with Section 7.03 thereof. 
 NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto, and of the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby covenant and agree as follows: 
 Section 1 Amendment to Section 5.01(e). Section 5.01(e) is hereby deleted and replaced in its entirety by the following:

 “(e) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting
Stockholders that, in its view, the number of Company Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such
offering, including the price at which such shares can be sold (the “Demand Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size:

 (i) first, all Registrable Securities requested to be registered by the Registering Stockholders (allocated, if necessary for the offering
not to exceed the Demand Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and 







 (ii) second, all Registrable Securities proposed to be registered by the Company.” 
 Section 2. Miscellaneous. 
 (a)
Except as specifically amended above, the Agreement is and shall continue to be in full force and effect. 
 (b) This Amendment may be
executed in two or more counterparts, each of which shall serve as an original of the party executing the same, but all of which shall constitute but one and the same agreement. 
 (c) All headings set forth in this Amendment are intended for convenience only and shall not control or affect the meaning, construction or effect of
this Amendment or the Agreement or of any of the provisions hereof or thereof. 
 (d) This Amendment shall be deemed to be a contract
governed by the laws of the State of Delaware and shall for all purposes be construed in accordance with the laws of such state, without reference to the conflicts of laws provisions thereof. 
 Section 3. Authorization. This Amendment has been executed by the Company and Investors holding more than sixty-six and two thirds percent
(66 2/3%) of the outstanding Common Stock held by the Investors. 
 [Remainder of this page intentionally left blank] 
  

 2 








 IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to Stockholders Agreement to be
executed as of the same day and year first above written. 
  

					
	NEWSTAR FINANCIAL, INC.
		
	By:	 	/s/ Timothy J. Conway
		 	Name: 	 	Timothy J. Conway
		 	Title:	 	NewStar Financial Chief Executive Officer
	
	CAPITAL Z. FINANCIAL SERVICES
		 	FUND II, L.P.
		
	By:	 	 Capital Z Partners, L.P., its general
 partner

		
	By:	 	 Capital Z Partners, Ltd., its general
 partner

		
	By:	 	/s/ Craig Fisher
		 	Name: 	 	 Craig Fisher

		 	Title:	 	 General Counsel

	
	CAPITAL Z FINANCIAL SERVICES PRIVATE
		 	FUND II, L.P.
		
	By:	 	 Capital Z Partners, L.P., its general
 partner

		
	By:	 	 Capital Z Partners, Ltd., its general
 partner

		
	By:	 	/s/ Craig Fisher
		 	Name: 	 	 Craig Fisher

		 	Title:	 	 General Counsel



  

 SIGNATURE PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT 









					
	J.P. MORGAN CORSAIR II
		 	CAPITAL PARTNERS, L.P.
		
	By:	 	CORSAIR II, L.P., as General Partner
		
	By:	 	CORSAIR II, L.L.C., as General Partner
		
	By:	 	CORSAIR PTJB, as General Partner
		
	By:	 	CORSAIR CAPITAL LLC, as Manager
		
	By:	 	/s/ D.T. Ignacio Jayanti
		 	Name: 	 	D.T. Ignacio Jayanti
		 	Title:	 	President
	
	OZ MASTER FUND, LTD.
		
	By:	 	 OZ Management, L.L.C., its
 investment
manager

		
	By:	 	/s/ Joel M. Frank
		 	Name: 	 	Joel M. Frank
		 	Title:	 	Chief Financial Officer
	
	SHAWMUT EQUITY PARTNERS L.P.
		
	By:	 	 Shawmut Capital Partners, LLC, its
 General
Partner

		
	By:	 	/s/ Daniel K. Doyle
		 	Name: 	 	Daniel K. Doyle
		 	Title:	 	Managing Director
	
	THE NORTHWESTERN MUTUAL
		 	LIFE INSURANCE COMPANY
		
	By:	 	/s/ Daniel A. Barras
		 	Name: 	 	Daniel A. Barras
		 	Title:	 	Its Authorized Representative


  

 SIGNATURE PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT 









			
	/s/ J. Daniel Adkinson
	J. Daniel Adkinson
	
	/s/ John Bray
	John Bray
	
	/s/ R. Phillip Burnaman
	R. Phillip Burnaman
	
	/s/ Thomas Calhoun
	Thomas Calhoun
	
	/s/ Robert Clemmens
	Robert Clemmens
	
	/s/ Timothy Conway
	Timothy Conway
	
	/s/ Mark Cordes
	Mark Cordes
	
	/s/ David Dobies
	David Dobies
	
	/s/ John Frishkopf
	John Frishkopf
	
	/s/ James Korinek
	James Korinek
	
	/s/ William Mallon
	William Mallon
	
	/s/ Pat McAuliffe
	Pat McAuliffe
	
	/s/ Greg Pachus
	Greg Pachus
	
	/s/ R. Scott Poirier
	R. Scott Poirier


  

 SIGNATURE PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT 









			
	/s/ David Roberts
	 David Roberts

	
	/s/ Peter Schmidt Fellner
	 Peter Schmidt Fellner

	
	/s/ Timothy Shoyer
	 Timothy Shoyer

	
	/s/ Bharath Shrikrishnan
	 Bharath Shrikrishnan



  

 SIGNATURE PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT