Exhibit 10.1
AMENDMENT NUMBER THREE
to the
MASTER REPURCHASE AGREEMENT (2007 SERVICING RIGHTS)
Dated as of April 25, 2007
among
WACHOVIA BANK, N.A.
WACHOVIA CAPITAL MARKETS, LLC
and
NOVASTAR MORTGAGE, INC.
AMENDMENT NUMBER THREE ("Amendment Number Three"), dated as of October 22,
2007, by and among Wachovia Bank, N.A., as buyer ("Buyer"), Wachovia Capital
Markets, LLC, as agent ("Agent"), NovaStar Mortgage, Inc., as seller (the
"Seller"), NovaStar Financial, Inc. ("NFI"), NovaStar Holding Corporation
("NHC") and Homeview Lending Inc. ("Homeview", together with Seller, NFI and
NHC, each a Guarantor and collectively the "Guarantors") to the Master
Repurchase Agreement (2007 Servicing Rights), dated as of April 25, 2007, as
amended by Amendment Number One, dated May 10, 2007 and by Amendment Number Two,
dated September 7, 2007 (as amended, the "Master Repurchase Agreement"), by and
among the Buyer, the Agent, the Seller and the Guarantors.
RECITALS
WHEREAS, Buyer, the Seller, the Guarantors and the Agent have agreed
to amend the Master Repurchase Agreement pursuant to the terms and conditions
set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Master
Repurchase Agreement.
SECTION 2. Amendments. Effective as of the date hereof, the Master
Repurchase Agreement is hereby amended as follows:
(a) Section (c) of Schedule 1 of the Master Repurchase Agreement is
hereby amended by adding new subsection "7." directly after the end of
subsection "6." therein as follows:
"7. NovaStar Mortgage Funding Trust, Series 2007-2 Pooling and
Servicing Agreement, dated as of May 1, 2007, by and among
NOVASTAR MORTGAGE FUNDING CORPORATION, as depositor, NOVASTAR
MORTGAGE INC., as servicer and as sponsor, U.S. BANK NATIONAL
ASSOCIATION, as custodian and DEUTSCHE BANK NATIONAL TRUST
COMPANY, as trustee."
SECTION 3. Conditions Precedent. This Amendment Number Three shall
become effective only when:
(a) This Amendment Number Three is executed and delivered by duly
authorized officers of each of Buyer, Seller, Guarantors and Agent;
(b) Buyer shall have received all fees and other amounts due and
payable on or prior to the date hereof, including reimbursement of all
out-of pocket expenses required to be reimbursed or paid by Seller
hereunder or any other Program Document;
(c) Any other deliverable due as the date hereof to Buyer; and
(d) Buyer has received any other documents as the Buyer or counsel to
the Buyer may reasonably request.
SECTION 4. Governing Law. THIS AMENDMENT NUMBER THREE SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
SECTION 5. Counterparts. This Amendment Number Three may be executed
by each of the parties hereto on any number of separate counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument.
SECTION 6. Costs. Seller shall promptly reimburse Buyer for all
out-of-pocket costs and expenses of Buyer in connection with the preparation,
execution and delivery of this Amendment Number Three (including, without
limitation, the fees and expenses of counsel for Buyer).
SECTION 7. Limited Effect. Except as amended hereby, the Master
Repurchase Agreement shall continue in full force and effect in accordance with
its respective terms. Reference to this Amendment Number Three need not be made
in the Master Repurchase Agreement or any other instrument or document executed
in connection therewith, or in any certificate, letter or communication issued
or made pursuant to, or with respect to, the Master Repurchase Agreement, any
reference therein to the Master Repurchase Agreement, being sufficient to refer
to the Master Repurchase Agreement, as amended thereby. Seller shall be
responsible for all costs associated with this Amendment Number Three.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Seller, Buyer, Agent and Guarantors have caused
their names to be signed to this Amendment Number Three by their respective
officers thereunto duly authorized as of the date first above written.
NOVASTAR MORTGAGE, INC., as Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Executive Vice President
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WACHOVIA BANK, N.A., as Buyer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Director
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WACHOVIA CAPITAL MARKETS, LLC, as Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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Amendment No. 3 to the Master Repurchase Agreement (Servicing Rights)
Acknowledged and Agreed:
NFI HOLDING CORPORATION, as Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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NOVASTAR FINANCIAL, INC., as Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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NOVASTAR MORTGAGE, INC., as Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Executive Vice President
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HOMEVIEW LENDING INC., as Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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Amendment No. 3 to the Master Repurchase Agreement (Servicing Rights)