Form of Officer's Certificate as to
Solvency (Borrower) EXHIBIT D-2
Form of Officer's Certificate as to Solvency
(Servicer/Originator/Guarantor) EXHIBIT E-1
Form of Officer's Closing
Certificate (Borrower) EXHIBIT E-2
Form of Officer's Closing Certificate
(Servicer/Originator/Guarantor) EXHIBIT F-1
Form of Power of Attorney
(Borrower) EXHIBIT F-2
Form of Power of Attorney (Servicer/Originator)
EXHIBIT G
Form of Release of Required Loan File EXHIBIT H
Form of
Servicer's Certificate EXHIBIT I
Form of Joinder Supplement EXHIBIT J
Form
of Transferee Letter EXHIBIT K
Form of Backup Servicer Monthly Certification
EXHIBIT L
Form of Collateral Receipt EXHIBIT M
Form of Certificate of
Closing Attorneys
SCHEDULES
SCHEDULE I
Condition Precedent Documents SCHEDULE II
Lockbox Account Banks
and Lockbox Accounts SCHEDULE III
Location of Required Loan Files SCHEDULE IV
Loan List SCHEDULE V
Credit and Collection Policy SCHEDULE VI
Industry
Classification Groups SCHEDULE VII
List of Qualified Third Party Agents
SCHEDULE VIII
List of Responsible Officers SCHEDULE IX
Form of Lockbox
Agreement
vi
ANNEXES
ANNEX A
Addresses for Notices ANNEX B
Commitments
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended,
modified, waived, supplemented, restated or replaced from time to time, this
"Agreement") is made as of November 1, 2010, by and among:
(1) CORE BUSINESS CREDIT, LLC, a Delaware limited liability company, as the
originator (together with its successors and assigns in such capacity, the
"Originator"), as the servicer (together with its successors and assigns in such
capacity, the "Servicer") and as a guarantor;
(2) NEWSTAR FINANCIAL, INC., a Delaware corporation, as a guarantor (together
with Core Business Credit, LLC and their respective successors and assigns, the
"Guarantors", and such parties are each, a "Guarantor");
(3) CORE BUSINESS FUNDING, LLC, a Delaware limited liability company, as the
borrower (together with its successors and assigns in such capacity, the
"Borrower");
(4) AUTOBAHN FUNDING COMPANY LLC ("Autobahn"), as a lender (together with its
successors and assigns in such capacity, a "Lender", and together with such
other lenders from time to time party hereto, the "Lenders");
(5) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN ("DZ
Bank"), as the administrative agent (together with its successors and assigns in
such capacity, the "Administrative Agent") and as liquidity agent for the
Liquidity Banks (in such capacity, the "Liquidity Agent"); and
(6) U.S. BANK NATIONAL ASSOCIATION, a national banking association ("U.S.
Bank"), not in its individual capacity but as the trustee (together with its
successors and assigns in such capacity, the "Trustee"), not in its individual
capacity but as the backup servicer (together with its successors and assigns in
such capacity, the "Backup Servicer") and as collection account bank (together
with its successors and assigns in such capacity, the "Collection Account
Bank").
R E C I T A L S
WHEREAS, certain of the parties hereto (the "Original Parties") previously
entered into that certain Revolving Credit Agreement (the "Original Agreement"),
dated as of April 25, 2008, pursuant to which the Lenders agreed to extend
financing to the Borrower upon the terms and