OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS BETWEEN ANY PARTIES
HERETO. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THERE ARE NO ORAL
AGREEMENTS BETWEEN THE COMPANY AND ANY OTHER PARTY HERETO. EACH OF THE PARTIES
HERETO UNDERSTANDS AND AGREES THAT ORAL AGREEMENTS AND ORAL COMMITMENTS TO LOAN
MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE. THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS REPRESENT THE ENTIRE
UNDERSTANDING OF THE ADMINISTRATIVE AGENT, THE HOLDERS AND THE COMPANY WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
[Remainder of Page Intentionally Left Blank]
- 73 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
NEWSTAR FINANCIAL, INC. By:
/s/ John J. Frishkopf
Name: John J. Frishkopf
Title: Treasurer
FORTRESS CREDIT CORP.,
as Administrative Agent and Holder
By:
/s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
Title: President
[SIGNATURE PAGE TO NOTE AGREEMENT]
Exhibit A
FORM OF NOTE
A-1
FORM OF NOTE
$[
]
[
], 20[
]
FOR VALUE RECEIVED, the undersigned, NEWSTAR FINANCIAL, INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
[
] (the "Holder"), at the offices of FORTRESS CREDIT CORP.
("Fortress"), as administrative agent for the Holders (in such capacity, the
"Administrative Agent"), at its address at [
], or at such other
place as the Administrative Agent may designate from time to time in writing, in
lawful money of the United States of America and in immediately available funds,
the amount of [
] DOLLARS AND NO CENTS ($[
]) or, if less,
the aggregate unpaid amount of all Loans made to the undersigned under the "Note
Agreement" (as hereinafter defined). All capitalized terms used but not
otherwise defined herein have the meanings given to them in the Note Agreement.
This Note is being issued pursuant to that certain Note Agreement dated as of
December [
], 2009 by and among the Borrower, the Holders from time to time
party thereto, and Fortress, as the Administrative Agent (including all annexes,
exhibits and schedules thereto, and as from time to time amended, restated,
supplemented or otherwise modified, the "Note Agreement"), and is entitled to
the benefit and security of the Note Agreement and all of the other Note
Documents referred to therein. Reference is hereby made to the Note Agreement
for a statement of all of the terms and conditions under which the Loans
evidenced hereby are made and are to be repaid. The date and amount of each Loan
made by the Holders to the Borrower, the rates of interest applicable thereto
and each payment made on account of the principal thereof, shall be recorded by
the Administrative Agent on its books; provided that the failure of the
Administrative Agent to make any such recordation shall not affect the
obligations of the Borrower to make a payment when due of any amount owing