Exhibit 10.5
AMENDMENT NUMBER TWO
to the
MASTER REPURCHASE AGREEMENT (2007 RESIDUAL SECURITIES)
Dated as of April 18, 2007
AMONG
WACHOVIA INVESTMENT HOLDINGS, LLC
WACHOVIA CAPITAL MARKETS, LLC,
NOVASTAR MORTGAGE, INC.,
NOVASTAR CERTIFICATES FINANCING LLC,
NOVASTAR CERTIFICATES FINANCING CORPORATION,
NOVASTAR FINANCIAL, INC.,
AND
NFI HOLDING CORPORATION,
AMENDMENT NUMBER TWO ("Amendment Number Two"), dated as of September 7,
2007, by and among Wachovia Investment Holdings, LLC, as buyer ("Buyer"),
Wachovia Capital Markets, LLC ("Agent"), NovaStar Mortgage, Inc. ("NMI"),
NovaStar Certificates Financing LLC ("NCF") and NovaStar Certificates Financing
Corporation ("NovaStar Financing", together with NMI and NCF, each a "Seller"
and collectively, jointly and severally, the "Sellers") and NovaStar Financial,
Inc. ("NFI") and NFI Holding Corporation ("NFI Holding", together with NFI, each
a "Guarantor" and collectively, jointly and severally, the "Guarantors") to the
Master Repurchase Agreement (2007 Residual Securities), dated as of April 18,
2007, as amended by Amendment Number One, dated May 10, 2007 (as amended, the
"Master Repurchase Agreement"), among the Buyer, Agent, Sellers and Guarantors.
RECITALS
WHEREAS, Buyer, the Sellers, 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) The first sentence in Section 9(a)(vi) of the Master Repurchase
Agreement is hereby amended by deleting the reference to "$517,000,000" therein
and replacing it with "$150,000,000".
(b) Section 13(s) of the Master Repurchase Agreement is hereby amended and
restated in its entirety as follows:
s. Maintenance of Adjusted Tangible Net Worth. The Adjusted Tangible
Net Worth of NFI at any time shall be greater than $150,000,000.
(c) Section 18(p) of the Master Repurchase Agreement is hereby amended and
restated in its entirety as follows:
p. [reserved];
(d) Section 18(q) of the Master Repurchase Agreement is hereby amended and
restated in its entirety as follows:.
q. the Adjusted Tangible Net Worth of NFI, on a consolidated basis, is
less than or equal to $150,000,000 at any time;"
(e) Clause (i) of Exhibit A-2 to the Master Repurchase Agreement is hereby
deleted in its entirety and replaced with the following:
(i) [reserved];
(f) Clause (ii) of Exhibit A-2 to the Master Repurchase Agreement is hereby
amended by deleting the reference to "$517,000,000" therein and replacing it
with "$150,000,000".
SECTION 3. Conditions Precedent. This Amendment Number Two shall become
effective only when:
(a) this Amendment Number Two 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 TWO 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 Two 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. Sellers 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 Two (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 Two 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. Sellers shall be
responsible for all costs associated with this Amendment Number Two.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Sellers, Buyer, Agent and Guarantors have caused their
names to be signed to this Amendment Number Two by their respective officers
thereunto duly authorized as of the date first above written.
NOVASTAR MORTGAGE, INC., as Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
NOVASTAR CERTIFICATES FINANCING LLC,
as Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
NOVASTAR CERTIFICATES FINANCING
CORPORATION, as Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
Amendment No. 2 to the Master Repurchase Agreement (Residual Securities)
WACHOVIA INVESTMENT HOLDINGS, LLC,
as Buyer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: Director
-----------------------------------
WACHOVIA CAPITAL MARKETS, LLC, as Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
Amendment No. 2 to the Master Repurchase Agreement (Residual Securities)
Acknowledged and Agreed:
NFI HOLDING CORPORATION, as Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
NOVASTAR FINANCIAL, INC., as Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
NOVASTAR MORTGAGE INC., as Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
HOMEVIEW LENDING, INC., as Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Amendment No. 2 to the Master Repurchase Agreement (Residual Securities)