Exhibit 10.1
November 30, 2007
NovaStar Mortgage, Inc.
NovaStar Certificates Financing LLC
NovaStar Certificates Financing Corporation
NFI Repurchase Corporation
NMI Repurchase Corporation
NMI Property Financing, Inc.
HomeView Lending, Inc.
NovaStar Financial, Inc.
NFI Holding Corporation
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Re: Master Repurchase Agreements Waiver
Reference is made to those certain Master Repurchase Agreements listed on
Schedule I attached hereto (the "Agreements"). Capitalized terms used in this
letter agreement without definition have the meanings ascribed to them in the
Agreements.
Effective as of the date hereof and until December 7, 2007 and subject to
the limitations set forth herein, each Buyer hereby:
1. Agrees not to enforce the requirements for NovaStar Financial, Inc.
("NFI") to maintain a required Adjusted Tangible Net Worth under the
Agreements;
2. Waives any breach and/or any event of default that would otherwise
arise under the Agreements solely as a result of the failure of NFI to
have the required Adjusted Tangible Net Worth specified in the
Agreements; or
3. Agrees that in the Monthly Certificates delivered by NFI, NFI may
carve-out the certification solely relating to the Adjusted Tangible
Net Worth for the previous month and each Buyer hereby waives any
breach and/or event of default that would otherwise arise under the
Agreements as a result of such carve-out from the Monthly
Certifications.
Notwithstanding anything to the contrary herein, all parties bound herein
acknowledge and agree that the Buyers, shall retain all rights and remedies in
order to enforce any Event of Default or other breach contemplated by the
Agreements.
Notwithstanding the occurrence and continuance of the NFI's failure to
maintain the required Adjusted Tangible Net Worth under the Agreements described
above, each Buyer is willing to waive certain of its rights; provided that each
Buyer reserves the right to unilaterally terminate this letter agreement on or
prior to December 7, 2007, without notice to any party, based upon the
occurrence of any Event of Default or breach that occurs under the Agreements on
or after the date hereof other than the Event of Default expressly waived by the
Buyers herein. Either Buyer's exercise of the right to terminate this letter
agreement shall be effective as to both Buyers.
Each Buyer hereby expressly reserves all other rights and remedies
available to it under the Agreements, and all rights, remedies, obligations, and
liabilities created or evinced thereby with respect to future breaches of, or
Defaults or Events of Default under, the Agreements. Except as stated herein,
the Buyers shall not be deemed to have waived or modified any of its rights
hereunder or under any other agreement, instrument or paper signed by NovaStar
Mortgage, Inc., NovaStar Certificates Financing LLC, NovaStar Certificates
Financing Corporation, NFI Repurchase Corporation, NMI Repurchase Corporation,
NMI Property Financing, Inc., HomeView Lending, Inc., NFI and NFI Holding
Corporation (collectively, the "NovaStar Parties") unless such waiver or
modification is in writing and signed by the Buyers. Except as expressly
provided herein, no failure or delay on the part of the Buyers in exercising any
right, power or remedy hereunder or any of the Agreements shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. This letter agreement shall be
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with the laws of the State of New York except to the extent preempted
by federal law. Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or thereof or affecting the validity or enforceability of such
provision in any other jurisdiction.
This letter agreement may be executed in any number of counterparts, each
of which (including any copy hereof delivered by facsimile) shall constitute one
and the same original instrument, and either party hereto may execute this
letter agreement by signing any such counterpart.
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Very truly yours,
Wachovia Bank, N.A.,
as Buyer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
Wachovia Investment Holdings, LLC,
as Buyer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Acknowledged and Agreed:
NovaStar Mortgage, Inc., as Seller and Guarantor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
NovaStar Certificates Financing LLC, as Seller
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
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NovaStar Certificates Financing Corporation, as Seller
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
NFI Repurchase Corporation, as Seller
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
NMI Repurchase Corporation, as Seller
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
NMI Property Financing, Inc., as Seller
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
HomeView Lending, Inc., as Seller and Guarantor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
NovaStar Financial, Inc., as Seller and Guarantor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
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NFI Holding Corporation, as Seller and Guarantor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Controller
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SCHEDULE I
1. Master Repurchase Agreement (2007 Residual Securities) dated as of April 18,
2007 (the "Residual Securities Agreement"), among Wachovia Investment Holdings,
LLC, Wachovia Capital Markets LLC, NovaStar Mortgage, Inc., NovaStar
Certificates Financing LLC, and NovaStar Certificates Financing Corp.
2. Master Repurchase Agreement (2007 Whole Loan) dated as of May 9, 2007 (the
"Whole Loan Agreement"), among Wachovia Bank, National Association, NFI
Repurchase Corporation, NMI Repurchase Corporation, NMI Property Financing,
Inc., HomeView Lending, Inc, NovaStar Financial Inc., NFI Holding Corporation
and NovaStar Mortgage Inc.
3. Master Repurchase Agreement (2007 Non-investment Grade) dated as of May 31,
2007 (the "Non-Investment Grade Securities Agreement"), among Wachovia
Investment Holdings, LLC, Wachovia Capital Markets LLC, NovaStar Mortgage, Inc.,
NovaStar Certificates Financing LLC, and NovaStar Certificates Financing Corp.
4. Master Repurchase Agreement (2007 Investment Grade) dated as of May 31, 2007
(the "Investment Grade Securities Agreement"), among Wachovia Bank, National
Association, Wachovia Capital Markets LLC, NovaStar Mortgage, Inc., NovaStar
Certificates Financing LLC, and NovaStar Certificates Financing Corp.
5. Master Repurchase Agreement (New York) dated as of July 6, 2007 (the "NY
Agreement") between Wachovia Bank, National Association and NovaStar Mortgage,
Inc.
