EX-10(b)(4)(d)



 Exhibit 10(b)(4)(d) 

EXECUTION COPY 
 AMENDMENT NO. 2 
 (NewStar Short-Term Funding LLC) 

THIS AMENDMENT NO. 2, dated as of January 27, 2012 (this “Amendment”), is entered into by
and among NewStar Short-Term Funding LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), NewStar Financial, Inc., 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”), Bleachers Finance 1 Limited, as the lender (as successor by assignment from MMP-7 Funding,
LLC, together with its successors and assigns in such capacity, the “Lender”), Natixis Financial Products LLC (formerly known as Natixis Financial Products Inc.), as the Administrative Agent (together with its successors and assigns
in such capacity, the “Administrative Agent”), and U.S. Bank National Association, as the trustee (together with its successors and assigns in such capacity, the “Trustee”). Capitalized terms used but not defined
herein shall have the meanings provided in the Secured Loan and Servicing Agreement (as defined below). 
 R E C I T A L S

 WHEREAS, the parties hereto are parties to that certain Amended and Restated Secured Loan and
Servicing Agreement, dated as of May 4, 2010 and effective as of May 21, 2010 (as further amended, supplemented, restated or replaced from time to time, the “Secured Loan and Servicing Agreement”); 

WHEREAS, the parties hereto desire to amend the Secured Loan and Servicing Agreement 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.  AMENDMENT TO SECURED LOAN AND SERVICING AGREEMENT. 
 The definition of “Fortress Notes” in Section 1.1 of the Secured Loan and Servicing Agreement is hereby amended and restated in its entirety as follows: 

““Fortress Notes”: Any promissory note made by the Company in favor of
(i) Fortress Credit Corp. or an Affiliate thereof or (ii) any fund or account managed, directly or indirectly, by Fortress Credit Corp. or an Affiliate thereof, in an aggregate principal amount not to exceed $125,000,000.” 

SECTION 2.  AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. 

Except as specifically amended hereby, all provisions of the Secured Loan and Servicing Agreement amended hereby shall
remain in full force and effect. After this Amendment becomes effective, all references to the “Secured Loan and Servicing Agreement,” “hereof,” “herein,” or 







 
words of similar effect referring to the Secured Loan and Servicing Agreement shall be deemed to mean the Secured Loan and Servicing Agreement as amended hereby. This Amendment shall not
constitute a novation of the Secured Loan and Servicing Agreement amended hereby, but shall constitute an amendment thereof. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Secured Loan
and Servicing Agreement amended hereby other than as expressly set forth herein. 
 SECTION 3.  REPRESENTATIONS AND
WARRANTIES. 
 Each of the Originator, the Borrower 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 Secured Loan and Servicing
Agreement; and 
 (g)      after giving effect to this Amendment, there is no
Termination Event, Unmatured Termination Event, or Servicer Default. 
 SECTION 4.  CONDITIONS TO EFFECTIVENESS.

 The effectiveness of this Amendment is subject to the receipt by the Administrative Agent of executed
counterparts (or other evidence of execution, including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment, which collectively shall have been duly executed on behalf of each of the parties hereto. 

SECTION 5.  MISCELLANEOUS. 
 (a)      This Amendment may be executed in any number of counterparts (including by facsimile or in portable document format (PDF)), 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. 







 (b)      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. 

(c)      This Amendment may not be amended or otherwise modified except as provided in the
Secured Loan and Servicing Agreement. 
 (d)      The failure or unenforceability
of any provision hereof shall not affect the other provisions of this Amendment. 

(e)      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. 

(f)      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. 

(g)      By its signature below, the Administrative Agent acknowledges that this Amendment
shall constitute the notice required by Section 2.1(d) of the Secured Loan and Servicing Agreement. In addition, each of the Administrative Agent and the Lender hereby authorizes and directs the Trustee to execute and deliver this Amendment.

 (h)      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] 







 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 BORROWER:	 	NEWSTAR SHORT-TERM FUNDING LLC
			
		 	By:	 	NewStar Financial, Inc., its Designated
		 	Manager
			
		 	By:	 	/s/ JOHN J. FRISHKOPF
		 		 	Name: John J. Frishkopf
		 		 	Title: Treasurer
		
	 THE ORIGINATOR AND

SERVICER:
	 	NEWSTAR FINANCIAL, INC.
			
		 	By:	 	/s/ JOHN J. FRISHKOPF
		 		 	Name: John J. Frishkopf
		 		 	Title: Treasurer

  
 [SIGNATURES CONTINUE ON NEXT
PAGE] 

  
 NewStar
Short-Term Funding LLC 
 Amendment No. 2 









					
	THE ADMINISTRATIVE AGENT:	 	NATIXIS FINANCIAL PRODUCTS LLC
			
		 	By:	 	/s/ KEVIN ALEXANDER
		 		 	Name: Kevin Alexander
		 		 	Title: Managing Director
			
		 	By:	 	/s/ ADAM W. TRUE
		 		 	Name: Adam W. True
		 		 	Title: Managing Director, Senior Counsel
		
	THE LENDER:	 	BLEACHERS FINANCE 1 LIMITED
			
		 	By:	 	/s/ JOHN L. FRIDLINGTON
		 		 	Name: John L. Fridlington
		 		 	Title: Attorney-in-Fact

  
 [SIGNATURES CONTINUE ON NEXT
PAGE] 

  
 NewStar
Short-Term Funding LLC 
 Amendment No. 2 









					
	THE TRUSTEE:	 	 U.S. BANK NATIONAL ASSOCIATION,
 not in its individual capacity but solely as Trustee

			
		 	By:	 	       /s/ SETH FRINK

		 		 	Name: Seth Frink
		 		 	Title: Assistant Vice President


  
 NewStar
Short-Term Funding LLC 
 Amendment No. 2