Amendment No. 1 dated as of March 6, 2008 to Note Purchase Agreement



 Exhibit 10(b)(5)(b) 
 EXECUTION COPY 
 AMENDMENT NO. 1 dated as of March 6, 2008 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 successor to IXIS 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 September 29, 2006, but subject to the execution and
delivery of this Amendment No. 1 by each of the intended parties hereto, the Note Purchase Agreement shall be amended as set forth below. 
 (a) The definition of Advance Credit Balance in Section 1.1 of the Note Purchase Agreement is amended to read in its entirety as follows: 
 ““Advance Credit Balance” means a running balance (which balance may never be less than zero) that may be increased or decreased, as applicable, by the following procedures: 
  

	 	i.	On any date a Collateral Debt Security (or multiple Collateral Debt Securities) is purchased by the Issuer and the portion of the Purchase Price funded by an Advance is less than
the marginal increase of the Maximum Advance before and after giving effect to such purchase, then the excess of the marginal increase over the Advance used for such purchase will be added to the Advance Credit Balance. 

  

	 	ii.	 On any date that a Moody’s Rating is assigned to a Collateral Debt Security by the receipt of a rating by Moody’s pursuant to clause (g) of the
definition of Moody’s Rating and the Moody’s Rating actually assigned is different than the Interim Rating deemed pursuant to such clause (g), an amount designated by NewStar will be added to the Advance Credit Balance not to exceed
(x) the Maximum Advance plus Cash on deposit in the Collateral Account representing Principal Proceeds minus (y) outstanding Advances, after giving effect to such 











	 	 
assigned Moody’s Rating. For the avoidance of doubt, if (x) minus (y) results in a negative number, the Advance Credit Balance will be reduced
by such absolute amount thereof. 


  

	 	iii.	On any date that the Issuer (or the Collateral Manager on behalf of the Issuer) requests an Advance and designates the Advance (or a portion of such Advance) as an Advance Credit
Balance withdrawal (an “Advance Credit Balance Withdrawal”), the proceeds thereof will be transferred to NewStar (or, in the circumstances contemplated by Section 6.4, deposited into the Collateral Account) and the Advance
Credit Balance will be reduced accordingly by the amount of each such withdrawal; provided, any Advance will be permitted to be made in accordance with this clause only if, after giving effect to such withdrawal, the Advance Credit Balance is
greater than or equal to zero; provided further, that no Limited Recourse Event has occurred.” 

 (b) The
definition of Over-Advanced Amount in Section 1.1 of the Note Purchase Agreement is amended to read in its entirety as follows: 
 ““Over-Advanced Amount” means, as of any day, the greater of (i) zero (0) and (ii) an amount equal to the aggregate outstanding principal balance of the Advances and Swingline Advances as of such date
and the Advance Credit Balance as of such date reduced by any Cash on deposit in the Collateral Account representing Principal Proceeds and Eligible Investments in the Collateral Account representing Principal Proceeds minus the Maximum
Advance as of such day.” 
 (c) Section 3.2(b) of the Note Purchase Agreement is amended to read in its entirety as follows:

 “(b) immediately after such Funding (and the intended use of the proceeds thereof), the aggregate outstanding
principal amount of the Advances and the Swingline Advances shall not exceed the sum of (x) the Maximum Advance and (y) Cash on deposit in the Collateral Account representing Principal Proceeds and the aggregate outstanding principal
amount of the Swingline Advances shall not exceed the Swingline Amount;” 
 (d) For the avoidance of doubt, it is hereby acknowledged
and agreed by the parties hereto that proceeds of Advances deposited in the Collateral Account shall constitute Principal Proceeds for purposes of the Note Purchase Agreement. 
 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. 1, (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 

  

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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. 1 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. 1 by facsimile transmission shall be effective as delivery of a manually executed counterpart
hereof. 
 Section 6. Governing Law. This Amendment No. 1 shall be construed in accordance with and be governed by the laws
of the State of New York. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 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:	 	/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 successor to IXIS 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:	 	/s/ Kyle Harcourt
		 	Name: 	 	Kyle Harcourt
		 	Title:	 	Vice President