Amendment No. 2 dated as of June 1, 2007 to Note Purchase Agreement



 Exhibit 10(b)(5)(c) 
 AMENDMENT NO. 2 dated as of June 1, 2007 among NewStar Structured Finance Opportunities, LLC (the “Issuer”), NewStar Financial, Inc., as limited recourse provider (the “Limited Recourse
Provider”), MMP-5 Funding, LLC, Fenway Capital, LLC, Fenway Funding, LLC, Natixis Financial Products Inc., as agent for the Investors (in such capacity, together with its successors in such capacity, the “Investor Agent”)
and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns, the “Trustee”). 
 Reference is made to the Note Purchase Agreement dated as of March 21, 2006 (as amended, modified and/or supplemented prior to the effectiveness hereof, the “Note Purchase Agreement”) among the Issuer, the Limited
Recourse Provider, MMP-5 Funding, LLC, as Swingline Investor, the Investors party thereto, the Investor Agent and the Trustee. The parties to the Note Purchase Agreement wish to amend the Note Purchase Agreement to the extent provided herein.
Accordingly, the parties hereto hereby agree as follows: 
 Section 1. Definitions. Terms used but not defined herein have the
respective meanings given to such terms in the Note Purchase Agreement. 
 Section 2. Amendments to Note Purchase Agreement.
Effective as of the date hereof, but subject to the execution and delivery of this Amendment No. 2 by each of the intended parties hereto, Section 6.1(o) of the Note Purchase Agreement shall be amended and restated in its entirety as
follows: 
 “(o) the Engagement Letter has been terminated by NewStar Without Cause (as defined in the Engagement Letter)
or has been terminated by IXIS CM With Cause (as so defined) or any of the provisions of the Engagement Letter have been breached by NewStar in any material respect; or” 
 Section 3. Representations and Warranties. The Issuer represents and warrants to each Investor and the Investor Agent that after giving
effect to this Amendment No. 2, (a) no Default shall have occurred and be continuing and (b) the representations and warranties of the Issuer contained in the Note Purchase Agreement and each of the other Financing Documents shall be
true and correct, except where such representation or warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct as so qualified as of such date (unless stated to relate
solely to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date). 
 Section 4. Continuing Effectiveness. Except as amended hereby, the Note Purchase Agreement shall remain unchanged and in full force and effect, and each reference to the Note Purchase Agreement in the
Financing Documents shall be deemed to be a reference to the Note Purchase Agreement as amended hereby. 







 Section 5. Counterparts. This Amendment No. 2 may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Amendment No. 2 by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. 
 Section 6. Governing Law. This Amendment No. 2 shall be
construed in accordance with and be governed by the laws of the State of New York. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of
the day and year first above written. 
  

			
	NEWSTAR STRUCTURED FINANCE
OPPORTUNITIES, LLC
		
	By:	 	 /s/ John J. Frishkopf

	Name:	 	John J. Frishkopf
	Title:	 	Managing Director
	
	 NEWSTAR FINANCIAL. INC.
     as Limited Recourse Provider

		
	By:	 	 /s/ John J. Frishkopf

	Name:	 	John J. Frishkopf
	Title:	 	Managing Director
	
	 MMP-5 FUNDING, LLC
     as Investor and Swingline Investor

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 FENWAY CAPITAL, LLC
     as Investor

		
	By:	 	  

	Name:	 	
	Title:	 	









 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of
the day and year first above written. 
  

			
	NEWSTAR STRUCTURED FINANCE OPPORTUNITIES, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 NEWSTAR FINANCIAL, INC.
     as Limited Recourse Provider

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 MMP-5 FUNDING, LLC
     as Investor and Swingline Investor

		
	By:	 	 /s/ Bernard J. Angelo

	Name:	 	Bernard J. Angelo
	Title.	 	Vice President
	
	 FENWAY CAPITAL, LLC
     as Investor

		
	By:	 	 /s/ Bernard J. Angelo

	Name:	 	Bernard J. Angelo
	Title.	 	Vice President










			
	 FENWAY FUNDING, LLC
     as Investor

		
	By:	 	 /s/ Bernard J. Angelo

	Name:	 	Bernard J. Angelo
	Title:	 	Vice President
	
	 NATIXIS FINANCIAL PRODUCTS INC.
     as Investor Agent

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 U.S. BANK NATIONAL ASSOCIATION
     as Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	










			
	 FENWAY FUNDING, LLC
     as Investor

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 NATIXIS FINANCIAL PRODUCTS INC.
     as Investor Agent

		
	By:	 	 /s/ Ralph J. Inglese

	Name:	 	Ralph J. Inglese
	Title:	 	Managing Director
		
	By:	 	 /s/ Christopher Hayden

	Name:	 	Christopher Hayden
	Title:	 	Managing Director
	
	 U.S. BANK NATIONAL ASSOCIATION
     as Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	










			
	 FENWAY FUNDING, LLC
     as Investor

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 NATIXIS FINANCIAL PRODUCTS INC.
     as Investor Agent

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 U.S. BANK NATIONAL ASSOCIATION
     as Trustee

		
	By:	 	 /s/ Kyle Harcourt

	Name:	 	Kyle Harcourt
	Title:	 	Vice President