Subrogation
147
v
EXHIBITS
EXHIBIT A-1
Form of Borrowing Notice
EXHIBIT A-2
Form of Notice of Reduction of Advances Outstanding/Maximum Facility Amount
EXHIBIT A-3
Form of Borrowing Base Certificate
EXHIBIT B
Form of Variable Funding Note
EXHIBIT C
Form of Servicing Report
EXHIBIT D-1
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 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
SCHEDULE X
Rule 17g-5 Representatives
vi
ANNEXES
ANNEX A
Addresses for Notices
ANNEX B
Commitments
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended,
modified, waived, supplemented, restated or replaced from time to time, this
"Agreement") is made as of December 7, 2012, by and among:
(1) NEWSTAR 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 NewStar Business Credit, LLC and their respective successors and assigns,
the "Guarantors", and such parties are each, a "Guarantor");
(3) NEWSTAR BUSINESS FUNDING 2010-1, 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 Conduit Lender prior to its
cessation, in its sole discretion, as a Conduit Lender and a Lender pursuant to
Section 13.16;
(5) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN ("DZ
Bank"), as a Committed Lender, 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,