Amendment No. 3 to the Second Amended and Restated Sale and Servicing Agreement



 Exhibit 10.2 
 EXECUTION VERSION 
 AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT

 THIS AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of May 22, 2009 (this
“Amendment”), is entered into in connection with that certain Second Amended and Restated Sale and Servicing Agreement, dated as of April 18, 2008 (such agreement as amended, modified, supplemented, waived or restated from time
to time, the “Agreement”), by and among NEWSTAR CP FUNDING LLC, a Delaware limited liability company, as the seller (together with its successors and assigns in such capacity, the “Seller”), NEWSTAR FINANCIAL, INC.,
a Delaware corporation (together with its successors and assigns, the “Company”), 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”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Wachovia”), as the Swingline Purchaser,
each of the Institutional Purchasers, Conduit Purchasers and Purchaser Agents party thereto, WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company (together with its successors and assigns, “WCM”), as the
administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and as the WBNA Agent (together with its successors and assigns in such capacity, the “WBNA Agent”), U.S.
BANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “US Bank”), not in its individual capacity but as the trustee (together with its successors and assigns in such capacity, the
“Trustee”), and LYON FINANCIAL SERVICES, INC., a Minnesota corporation, doing business as U.S. Bank Portfolio Services, not in its individual capacity but as the backup servicer (together with its successors and assigns in such
capacity, the “Backup Servicer”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement. 
 R E C I T A L S 
 WHEREAS, the parties hereto previously
entered into the Agreement; 
 WHEREAS, the parties hereto desire to amend the 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: 
 SECTION 1. AMENDMENTS. 
 The definition of “Termination Date” in Section 1.1 of the Agreement is
hereby amended to replace the date “June 1, 2009” therein with the date “July 15, 2009”. 







 SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. 
 Except as specifically amended hereby, the Agreement shall remain in full force and effect. All references to the Agreement shall be deemed to mean the
Agreement as modified hereby. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Agreement, as amended by this
Amendment, as though such terms and conditions were set forth therein. 
 SECTION 3. REPRESENTATIONS AND WARRANTIES.

 Each of the Originator, the Seller and the Servicer represents and warrants with respect to itself as of the 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 Agreement; and 
 (g) there is no Termination Event, Unmatured Termination Event, or Servicer Default. 
  

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 SECTION 4. CONDITIONS PRECEDENT. 
 This Amendment shall become effective on the date on which each party hereto has delivered a duly executed signature page hereto to the Administrative
Agent (or other evidence of execution, including facsimile signatures, satisfactory to the Administrative Agent). 
 SECTION 5.
MISCELLANEOUS. 
 This Amendment may be executed in any number of counterparts, 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. 
 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.

 This Amendment may not be amended or otherwise modified except as provided in the Agreement. 
 The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment. 
 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. 
 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. 
 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 SELLER:	 	NEWSTAR CP FUNDING LLC
			
		 	By:	 	NewStar Financial, Inc.,
		 		 	its Designated Manager
			
		 	By:	 	 /s/ JOHN KIRBY BRAY

		 	Name:	 	John Kirby Bray
		 	Title:	 	Chief Financial Officer
		
	THE ORIGINATOR AND SERVICER:	 	NEWSTAR FINANCIAL, INC.
			
		 	By:	 	 /s/ JOHN KIRBY BRAY

		 	Name:	 	John Kirby Bray
		 	Title:	 	Chief Financial Officer









					
	THE ADMINISTRATIVE AGENT AND THE WBNA AGENT:	 	WACHOVIA CAPITAL MARKETS, LLC
			
		 	By:	 	 /s/ JASON POWERS

		 	Name:	 	Jason Powers
		 	Title:	 	Director
		
	WBNA:	 	WACHOVIA BANK, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ RAJ SHAH

		 	Name:	 	Raj Shah
		 	Title:	 	Managing Director
		
	THE SWINGLINE PURCHASER:	 	WACHOVIA BANK, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ RAJ SHAH

		 	Name:	 	Raj Shah
		 	Title:	 	Managing Director









					
	THE TRUSTEE:	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
			
		 	By:	 	 /s/ RALPH J. CREASIA, JR.

		 	Name:	 	Ralph J. Creasia, Jr.
		 	Title:	 	Vice President
		
	THE BACKUP SERVICER:	 	LYON FINANCIAL SERVICES, INC., d/b/a U.S. Bank Portfolio Services not in its individual capacity but solely as Backup Servicer
			
		 	By:	 	 /s/ JOSEPH ANDRIES

		 	Name:	 	Joseph Andries
		 	Title:	 	Senior Vice President