Exhibit 10.1
AMENDMENT NUMBER ONE
to the
MASTER REPURCHASE AGREEMENT (2007 WHOLE LOAN)
Dated as of May 9, 2007
AMONG
WACHOVIA BANK, NATIONAL ASSOCIATION,
NFI REPURCHASE CORPORATION,
NMI REPURCHASE CORPORATION,
HOMEVIEW LENDING, INC.,
NMI PROPERTY FINANCING, INC.,
NFI HOLDING CORPORATION,
NOVASTAR FINANCIAL, INC.
AND
NOVASTAR MORTGAGE, INC
AMENDMENT NUMBER ONE ("Amendment Number One"), dated as of September 7,
2007, by and among Wachovia Bank, National Association, as buyer and agent (in
its capacity as buyer, the "Buyer" and in its capacity as agent, the "Agent"),
NFI Repurchase Corporation ("NFI Repurchase"), NMI Repurchase Corporation ("NMI
Repurchase"), HomeView Lending, Inc. ("HVL") and NMI Property Financing, Inc.
("NovaStar Asset" together with NFI Repurchase, NMI Repurchase and HVL each a
"Seller" and collectively, jointly and severally, the "Sellers") NovaStar
Financial, Inc. ("NFI"), NFI Holding Corporation ("NFI Holding"), NovaStar
Mortgage, Inc. ("NMI" together with HVL, NFI and NFI Holding, each a "Guarantor"
and collectively, jointly and severally, the "Guarantors") to the Master
Repurchase Agreement (2007 Non-Investment Grade Securities), dated as of May 9,
2007, (as amended, the "Master Repurchase Agreement"), among the Buyer, 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(v) of the Master Repurchase Agreement is hereby amended and
restated in its entirety as follows:
v. 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 13 of the Master Repurchase Agreement is hereby amended by
adding new subsection (aa) as follows:
At any time and for any reason, the Agent may, at Seller's expense,
cause the appointment with immediate effect of one or more backup
servicers to service some or all of the Purchased Assets, including,
without limitation, the Purchased Assets relating to all repurchase
agreements and other warehouse facilities, if any, and all
securitizations, subject to the rights, if any, of parties other than
Seller and its Affiliates to participate in the selection, instruction
and/or monitoring of such backup servicer(s). Seller agrees, and
agrees to cause its Subsidiaries and any other Affiliates within its
control, to cooperate in any manner the Agent indicates is reasonably
necessary to assist with the creation and maintenance of such backup
servicing arrangements on terms acceptable to the Agent in its sole
and absolute discretion.
(d) Section 18(p) of the Master Repurchase Agreement is hereby amended and
restated in its entirety as follows:
p. [reserved];
(e) 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;"
(f) Clause (ii) of Exhibit A-2 to the Master Repurchase Agreement is hereby
deleted in its entirety and replaced with the following:
(i) [reserved];
(g) Clause (iii) 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 One shall become
effective only when:
(a) this Amendment Number One 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 ONE 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 One 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 One (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 One 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 One.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Sellers, Buyer, Agent and Guarantors have caused their
names to be signed to this Amendment Number One by their respective officers
thereunto duly authorized as of the date first above written.
NFI REPURCHASE CORPORATION,
as a Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
NMI REPURCHASE CORPORATION,
as a Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
HOMEVIEW LENDING, INC.,
as a Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
NMI PROPERTY FINANCING, INC.,
as a Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
Amendment No. 1 to the Master Repurchase Agreement (Whole Loan)
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Buyer and Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: Vice President
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Amendment No. 1 to the Master Repurchase Agreement (Whole Loan)
Acknowledged and Agreed:
NFI HOLDING CORPORATION, as a Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
NOVASTAR FINANCIAL, INC., as a Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
NOVASTAR MORTGAGE INC., as a Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer &
Controller
HOMEVIEW LENDING, INC., as a Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Amendment No. 1 to the Master Repurchase Agreement (Whole Loan)