AMENDMENT NO. 2 dated as of June 1, 2007 among NewStar Structured Finance Opportunities, LLC (the “ Issuer ”),
NewStar Financial, Inc., as limited recourse provider (the “ Limited Recourse Provider ”), MMP-5 Funding, LLC, Fenway Capital,
LLC, Fenway Funding, LLC, Natixis Financial Products Inc., as agent for the Investors (in such capacity, together with its
successors in such capacity, the “ Investor Agent ”) and U.S. Bank National Association, as trustee (in such capacity, together
with its successors and assigns, the “ Trustee ”).
Reference is made to the Note Purchase Agreement dated as of March 21, 2006 (as amended, modified and/or
supplemented prior to the effectiveness hereof, the “ Note Purchase Agreement ”) among the Issuer, the Limited Recourse
Provider, MMP-5 Funding, LLC, as Swingline Investor, the Investors party thereto, the Investor Agent and the Trustee. The
parties to the Note Purchase Agreement wish to amend the Note Purchase Agreement to the extent provided herein.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions . Terms used but not defined herein have the respective meanings given to such terms in the
Note Purchase Agreement.
Section 2. Amendments to Note Purchase Agreement . Effective as of the date hereof, but subject to the execution
and delivery of this Amendment No. 2 by each of the intended parties hereto, Section 6.1(o) of the Note Purchase Agreement
shall be amended and restated in its entirety as follows:
“(o) the Engagement Letter has been terminated by NewStar Without Cause (as defined in the Engagement Letter) or
has been terminated by IXIS CM With Cause (as so defined) or any of the provisions of the Engagement Letter have been
breached by NewStar in any material respect; or”
Section 3. Representations and Warranties . The Issuer represents and warrants to each Investor and the Investor
Agent that after giving effect to this Amendment No. 2, (a) no Default shall have occurred and be continuing and (b) th