OF SENIOR NOTE
THIS NOTE IS SUBJECT TO THE TERMS OF THE AGREEMENT REFERENCED HEREIN. THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE ISSUER HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE "INVESTMENT COMPANY ACT"). THIS SECURITY AND INTERESTS HEREIN MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED
PURCHASER (FOR PURPOSES OF THE INVESTMENT COMPANY ACT) THAT THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT THAT IS NOT A BROKER-DEALER WHICH OWNS AND
INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF
ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED
TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A OR A TRUST FUND
REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH
A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE
BENEFICIARIES OF THE PLAN, PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT, OR (2) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, IN EACH CASE SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE NOTE PURCHASE AGREEMENT REFERRED TO BELOW, AND IN EACH CASE
WHICH MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY ACT
EXEMPTION, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS NOTE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SECTION 2.1 OF THE
AGREEMENT REFERENCED BELOW. ANY PURPORTED TRANSFER IN VIOLATION OF THE
REQUIREMENTS SET FORTH THEREIN SHALL BE NULL AND VOID AB INITIO.
[Senior Note Commitment Amount: $[
]]
[DATE] Registration Number:
S-[
]
FOR VALUE RECEIVED, the undersigned promises to pay to the order of [insert
registered own name] (the "Senior Noteholder") in lawful money of the United
States of America and in immediately available funds the principal amount of
[
] Million United States Dollars (U.S.$[ ]) or, if less, the
Outstanding Senior Note Amount on the Final Settlement Date as required under
the Note Purchase Agreement dated March 28, 2016 between by and among NewStar
Capital LLC, in its capacity as the portfolio manager (the "Portfolio Manager");
each
Exhibit C-1
Junior Noteholder identified in the Note Register; Credit Suisse AG, Cayman
Islands Branch, in its capacities as the Senior Commitment Party and the Senior
Noteholder; Credit Suisse Securities (USA) LLC (the "Arranger"); Arch Street
CLO, Ltd. (the "Issuer") and U.S. Bank National Association (the "Bank"), in its
capacities as Warehouse Collateral Administrator and Trustee (as it may be
amended or modified from time to time, the "Agreement"). Capitalized terms not
defined