NEWSTAR COMMERCIAL LOAN FUNDING 2017-1 LLC NOTICE OF PROPOSED THIRD SUPPLEMENTAL INDENTURE THIS TRANSMITTAL CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE BENEFICIAL OWNERS OF THE SUBJECT NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. Date of Notice: December 1, 2017 Record Date: December 1, 2017 To: The Holders of the Notes and Additional Addressees on Schedule I hereto: Reference is made to that certain Indenture, dated as of September 11, 2013 (as further amended, modified or supplemented, the Indenture ), by and among Newstar Commercial Loan Funding 2017-1 LLC, as issuer (the Issuer ), and U.S. Bank National Association, as trustee (the Trustee ). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. Pursuant to Section 8.1 of the Indenture, at the direction of the Collateral Manager on behalf of the Issuer, the Trustee hereby provides this Notice of a Proposed Third Supplemental Indenture (the Notice ). Notice is hereby given that the Trustee has received a notice from the Collateral Manager attached hereto as Schedule II (the Collateral Manager Notice ) pursuant to which the Collateral Manager, on behalf of the Issuer, has proposed supplementing the Indenture by a supplemental indenture substantially in the form attached as Exhibit A to the Collateral Manager Notice (the Third Supplemental Indenture ) pursuant to Section 8.1(v) of the Indenture. Please note that the parties will enter into the Third Supplemental Indenture no earlier than 15 Business Days after this Notice is given (which is the date of mailing). Recipients of this Notice should carefully consider the information contained in this Notice (including the accompanying Third Supplemental Indenture) together with, as applicable, their respective legal, regulatory, tax, accounting, investment and other advisors. This Notice does not furnish legal, regulatory, tax, accounting, investment or other advice to any recipient. THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS OF THE NOTES IN RESPECT OF THE THIRD SUPPLEMENTAL INDENTURE, ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTS OR SUFFICIENCY OF THE THIRD SUPPLEMENTAL INDENTURE, AND MAKES NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE THIRD SUPPLEMENTAL INDENTURE. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR. Questions may be directed to the Collateral Manager on behalf of the Issuer at the following address: NewStar Financial, Inc. 500 Boylston Street, Suite 1250 Boston, Massachusetts 02116 Attention: Brian Forde Telephone: (617) 848-4373
Email: bforde@newstarfin.com The Trustee may be contacted at the address below: U.S. Bank National Association Global Corporate Trust Services One Federal Street, 3 rd Floor Boston, MA 02110 Attention: Jack Lindsay Re: NewStar Commercial Loan Funding 2017-1 LLC Telelphone: (617) 603-6789 Email: jack.lindsay@usbank.com U.S. BANK NATIONAL ASSOCIATION, as Trustee 2
Class Designation Class A-T-N Notes Class A-R-N Notes Class B-N Notes Class C-N Notes Class D-N Notes Class E-N Notes Schedule I Noteholders CUSIP * Rule 144A Regulation S Accredited Investor 65252A AA3 U6526X AA4 65252A AB1 65252A AC9 U6526X AB2 65252A AD7 65252A AE5 U6526X AC0 65252A AF2 65252A AG0 U6526X AD8 65252A AH8 65252A AJ4 U6526X AE6 65252A AK1 65252A AL9 U6526X AF3 65252A AM7 ISIN* Rule 144A Regulation S Accredited Investor US65252AAA34 USU6526XAA47 US65252AAB17 US65252AAC99 USU6526XAB20 US65252AAD72 US65252AAE55 USU6526XAC03 US65252AAF21 US65252AAG04 USU6526XAD85 US65252AAH86 US65252AAJ43 USU6526XAE68 US65252AAK16 US65252AAL98 USU6526XAF34 US65252AAM71 * No representation is made as to the correctness of the CUSIP, ISIN and Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.
Additional Addressees Issuer: Newstar Commercial Loan Funding 2017-1 LLC c/o Newstar Financial Inc. 500 Boylston Street, Suite 1250 Boston, Massachusetts 02116 Attention: Brian Forde Email: operations@newstarfin.com Facsimile: (617) 848-4373 Collateral Manager: Newstar Financial Inc. 500 Boylston Street Boston, Massachusetts 02116 Attention: Brian Forde Email: operations@newstarfin.com Facsimile: (617) 848-4373 Rating Agency: Moody s Investors Service, Inc. 7 World Trade Center New York, New York 10007 Attention: CBO/CLO Monitoring Email: cdomonitoring@moodys.com DTC, Euroclear and Clearstream (if applicable): legalandtaxnotices@dtcc.com voluntaryreorgannouncements@dtcc.com consentannouncements@dtcc.com drit@euroclear.com ca_general.events@clearstream.com Irish Stock Exchange: Electronic copy to be uploaded to website provided by ISE
Schedule II Collateral Manager Notice
NewStar Commercial Loan Funding 2017-1 LLC c/o NewStar Financial, Inc. 500 Boylston Street, Suite 1250 Boston, Massachusetts 02116 December 1, 2017 U.S. Bank National Association as Trustee One Federal Street, 3rd Floor Boston, Massachusetts 02110 Attention: Jack Lindsay Reference: NewStar Commercial Loan Funding 2017-1 RE: NewStar Commercial Loan Funding 2017-1 LLC Amendment to allow collections to be directed directly to the Collection Account. Reference is made to that Indenture, dated as of September 11, 2013, as amended by that certain Supplemental Indenture dated January 15, 2014, as further amended by that certain Second Supplemental Indenture, dated as of March 20, 2017 (as so amended, the Indenture ), between NewStar Arlington Senior Loan Program LLC (the Issuer ) and U.S. Bank National Association, as trustee (the Trustee ). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Indenture. As you know, pursuant to Section 10.2(a) of the Indenture, NewStar Financial, Inc., as the Collateral Manager, is obligated to direct Obligors to make payments and distributions with respect to the Collateral Obligations to a central Concentration Account, maintained by a bank selected by NewStar Financial, Inc., from which Concentration Account such proceeds are remitted to the Collection Account maintained by the Trustee. With a view toward streamlining the flow of funds with respect to proceeds received with respect to the Collateral Obligations, on behalf of the Issuer, we propose to amend the Indenture, pursuant to Section 8.1(a)(v) thereof, to permit the Collateral Manager to direct Obligors and loan agents to make all payments or other distributions with respect to the Collateral Obligations directly to the Collection Account, set forth in the supplemental indenture attached hereto as Exhibit A (the Third Supplemental Indenture ). Amendments under Section 8.1 of the Indenture may be effected without the consent of the Noteholders upon 15 Business Days notice. Accordingly, we hereby direct U.S. Bank National Association, as Trustee, to notify the Noteholders of the proposed Third Supplemental Indenture in accordance with Section 8.3 and Section 14.4 of the Indenture. In the event that you have any questions regarding the proposed amendment, please do not hesitate to contact Brian Forde at 617-848-4373 or bforde@newstarfin.com. 24074653.2.BUSINESS
Sincerely, Brian Forde Managing Director NewStar Financial, Inc.
Exhibit A [Third Supplemental Indenture] 24074653.2.BUSINESS
THIRD SUPPLEMENTAL INDENTURE by and between NEWSTAR COMMERCIAL LOAN FUNDING 2017-1 LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee December [ ], 2017 24074161.2.BUSINESS
THIRD SUPPLEMENTAL INDENTURE, dated as of December [ ], 2017, by and between NewStar Commercial Loan Funding 2017-1 LLC and U.S. Bank National Association, as trustee. PRELIMINARY STATEMENT NEWSTAR COMMERCIAL LOAN FUNDING 2017-1 LLC (the Issuer ) is party to that certain Indenture, dated as of September 11, 2013, as amended by that certain Supplemental Indenture dated January 15, 2014, as further amended by that certain Second Supplemental Indenture, dated as of March 20, 2017 (as so amended, the Indenture ) between the Issuer and U.S. Bank National Association, as trustee (the Trustee ). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Indenture. Section 8.1(a)(v) of the Indenture provides that, with the written consent of the Collateral Manager, subject to Section 8.3 of the Indenture, and without an Opinion of Counsel being provided to the Issuer or the Trustee as to whether any Class of Notes would be materially and adversely affected thereby, the Issuer and the Trustee may enter into one or more indentures supplemental to the Indenture to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of the Indenture. In accordance with such Section 8.1(a)(v), the Issuer desires to amend the Indenture in certain respects as provided in this Third Supplemental Indenture (the Third Supplemental Indenture ). This Third Supplemental Indenture has been authorized by the Issuer and all things necessary to make this Third Supplemental Indenture a valid agreement of the Issuer and the Trustee in accordance with its terms and the terms of the Indenture have been done. NOW, THEREFORE, based upon the above Preliminary Statement, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows: SECTION 1. AMENDMENTS. (a) Section 1.1 of the Indenture is amended by adding the following definition of Collection Account Election in the appropriate alphabetical order: Collection Account Election : The meaning specified in Section 10.2(a). (b) Section 10.2(a) of the Indenture is amended by amending the second and third sentences thereof to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth: Until such time, if any, as (i) the Trustee shall exercise its rights to direct Obligors to make payments directly to the Collection Account or (ii) the Collateral Manager, in its sole discretion, elects to direct Obligors to make payments directly to the Collection Account (the Collection Account Election ), the Collateral Manager shall direct all obligors and loan agents to make all payments or other distributions on the Collateral Obligations to, and any proceeds received from the disposition of any Collateral Obligations will be remitted to, a central 2 24074161.2.BUSINESS
collection account (the Concentration Account ) maintained by a bank selected by NewStar for that purpose, and the Collateral Manager will be required to transfer all Proceeds relating to the Collateral Obligations from the Concentration Account to the Principal Collection Subaccount or the Interest Collection Subaccount, as applicable, within two Business Days after receipt thereof in the Concentration Account. In the event that (i) NewStar decides to change the bank that maintains the Concentration Account or (ii) the Collateral Manager makes the Collection Account Election, the Collateral Manager shall direct obligors and loan agents to make all payments or other distributions on the Collateral Obligations directly to the Collection Account. SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. Except as specifically amended hereby, all provisions of the Indenture shall remain in full force and effect. This Third Supplemental Indenture shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Indenture other than as expressly set forth herein and shall not constitute a novation of the Indenture. SECTION 3. REPRESENTATIONS. The Issuer represents and warrants as of the date of this Third Supplemental Indenture as follows: (i) it is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the execution, delivery and performance by it of this Third Supplemental Indenture are within its powers, have been duly authorized, and do not contravene (A) its limited liability company agreement or other organizational documents, or (B) any applicable law or regulation; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Third Supplemental Indenture by or against it; by it; (iv) this Third Supplemental Indenture has been duly executed and delivered (v) this Third Supplemental Indenture constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally or by general principles of equity; and (vi) it is not in default under the Indenture. 3 24074161.2.BUSINESS
SECTION 4. MISCELLANEOUS. (a) This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This instrument may be delivered by portable document format (PDF) via electronic mail, with the same effect as the delivery of an originally executed counterpart in person. (b) The Section headings herein are for convenience only and shall not affect the construction hereof. (c) This Third Supplemental Indenture may not be amended or otherwise modified except as provided in the Indenture. (d) In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby (e) The Trustee accepts the amendments to the Indenture as set forth in this Third Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and conditions set forth herein and in the Indenture set forth therein. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the Preliminary Statement contained herein, which shall be taken as the statements of the Issuer and, except as provided in the Indenture, the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Third Supplemental Indenture and makes no representation with respect thereto. (f) NewStar Financial, Inc., as the Collateral Manager, hereby (i) consents to the amendments set forth in this Third Supplemental Indenture and (ii) waives any and all rights it may have to any notices and notice periods in respect of this Third Supplemental Indenture, including but not limited to any notices and notice periods (both before and after the execution of this Supplemental Indenture) set forth in Section 8.3 of the Indenture. (g) This Third Supplemental Indenture represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties. (h) THIS THIRD SUPPLEMENTAL INDENTURE, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS THIRD SUPPLEMENTAL INDENTURE, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS THIRD SUPPLEMENTAL INDENTURE (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS THIRD SUPPLEMENTAL INDENTURE OR AS AN INDUCEMENT TO ENTER INTO THIS INDENTURE), SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 4 24074161.2.BUSINESS
(i) Each party hereto knowingly, voluntarily and intentionally waives (to the extent permitted by applicable law) any rights it may have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with, this Third Supplemental Indenture or any other related documents, or any course of conduct, course of dealing, statements (whether verbal or written), or actions of the Trustee or the Issuer. This provision is a material inducement for each of the parties hereto to enter into this Third Supplemental Indenture. [Remainder of page intentionally left blank] 5 24074161.2.BUSINESS
IN WITNESS WHEREOF, the undersigned have caused this Third Supplemental Indenture to be executed by their respective officers thereunto duly authorized, as of the date first above written. NEWSTAR COMMERCIAL LOAN FUNDING 2017-1 LLC, as the Issuer By: NewStar Financial, Inc., its Designated Manager By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Acknowledged and Agreed: NEWSTAR FINANCIAL, INC., as Collateral Manager By: Name: Title: