NEWSTAR FINANCIAL, INC. FOURTH AMENDMENT TO STOCKHOLDERS AGREEMENT
EXHIBIT 9
NEWSTAR
FINANCIAL, INC.
FOURTH
AMENDMENT TO
THIS
FOURTH AMENDMENT (this
“Amendment”), entered into as of March 26, 2007 to the STOCKHOLDERS
AGREEMENT entered into as of June 18, 2004, by and among NEWSTAR FINANCIAL,
INC.
(f/k/a Novus Capital, Inc.), a Delaware corporation (the “Corporation”)
and the securityholders of the Corporation signatory thereto, as amended by
the
First Amendment to the Stockholders Agreement, dated August 22, 2005, the Second
Amendment to the Stockholders Agreement, dated June 5, 2006 and the Third
Amendment to the Stockholders Agreement, dated December 12, 2006 (collectively,
the “Agreement”). Capitalized terms used herein without
definition shall have the meanings assigned thereto in the
Agreement.
WITNESSETH:
WHEREAS,
the requisite parties to the
Agreement desire to amend the Agreement in accordance with Section 7.03
thereof.
NOW
THEREFORE, in consideration of the
mutual covenants and agreements of the parties hereto, and of the mutual
benefits to be gained by the performance thereof, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties for themselves, their heirs, executors,
administrators, successors and assigns, do hereby covenant and agree as
follows:
Section
1 Amendment to Section
5.01(e). Section 5.01(e) is hereby deleted and replaced in its
entirety by the following:
“(e) If
a Demand Registration involves a Public Offering and the managing underwriter
advises the Company and the Requesting Stockholders that, in its view, the
number of Company Securities that the Registering Stockholders and the Company
propose to include in such registration exceeds the largest number of shares
that can be sold without having an adverse effect on such offering, including
the price at which such shares can be sold (the “Demand Maximum
Offering Size”), the Company shall include in such registration,
in the priority listed below, up to the Demand Maximum Offering
Size:
(i) first,
all Registrable Securities requested to be registered by the Registering
Stockholders (allocated, if necessary for the offering not to exceed the Demand
Maximum Offering Size, pro rata among such entities on the basis of the relative
number of Registrable Securities so requested to be included in such
registration by each); and
(ii) second,
all Registrable Securities proposed to be registered by the
Company.”
Section
2.
Miscellaneous.
(a)
Except as specifically amended
above, the Agreement is and shall continue to be in full force and
effect.
(b)
This Amendment may be executed in
two or more counterparts, each of which shall serve as an original of the party
executing the same, but all of which shall constitute but one and the same
agreement.
(c)
All headings set forth in this
Amendment are intended for convenience only and shall not control or affect
the
meaning, construction or effect of this Amendment or the Agreement or of any
of
the provisions hereof or thereof.
(d)
This Amendment shall be deemed to
be a contract governed by the laws of the State of Delaware and shall for all
purposes be construed in accordance with the laws of such state, without
reference to the conflicts of laws provisions thereof.
Section
3. Authorization. This
Amendment has been executed by the Company
and Investors holding more than sixty-six and two thirds percent (66 2/3%)
of
the outstanding Common Stock held by the Investors.
[Remainder
of this page intentionally left blank]
IN
WITNESS WHEREOF, the parties have caused this Fourth
Amendment
to Stockholders Agreement to be executed as of the same day and year first
above
written.
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NEWSTAR
FINANCIAL, INC.
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By:
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Name:
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Title:
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NewStar
Financial Chief Executive Officer
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CAPITAL
Z. FINANCIAL SERVICES FUND II, L.P.
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Capital
Z Partners, L.P., its general partner
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By:
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Capital
Z Partners, Ltd., its general partner
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By:
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Name:
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Title:
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General
Counsel
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CAPITAL
Z. FINANCIAL SERVICES PRIVATE FUND II, L.P.
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Capital
Z Partners, L.P., its general partner
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By:
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Capital
Z Partners, Ltd., its general partner
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By:
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Name:
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Title:
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General
Counsel
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SIGNATURE
PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT
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▇.▇.
▇▇▇▇▇▇ CORSAIR II CAPITAL PARTNERS, L.P.
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| By: |
CORSAIR
II, L.P., as general partner
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By:
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CORSAIR
II, L.L.C., as general partner
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| By: | CORSAIR PTJB, as General partner | ||
| By: | CORSAIR CAPITAL LLC, as manager | ||
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By:
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/s/ ▇.▇. ▇▇▇▇▇▇▇ Jayanti | ||
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Name:
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▇.▇.
▇▇▇▇▇▇▇ Jayanti
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Title:
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President
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OZ
MASTER FUND, LTD.
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OZ
Management, L.L.C., its investment manager
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By:
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Name:
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▇. ▇▇▇▇▇
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Title:
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Chief
Financial Officer
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SHAWMUT
EQUITY PARTNERS L.P.
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| By: |
Shawmut
Capital Partners, LLC, its General
Partner
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
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Name:
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▇. ▇▇▇▇▇
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Title:
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Managing
Director
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THE
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
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By:
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Name:
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Title:
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Its
Authorized Representative
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SIGNATURE
PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS
AGREEMENT
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SIGNATURE
PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT
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SIGNATURE
PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT