Exhibit 10.7c
TENTH AMENDMENT TO MORTGAGE LOAN
WAREHOUSING AGREEMENT
THIS TENTH AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT (the
"Amendment") is made as of the 28th day of July, 2000, by and between NOVASTAR
MORTGAGE, INC., a Virginia corporation ("NovaStar Mortgage"), NOVASTAR
FINANCIAL, INC., a Maryland corporation ("NovaStar Financial"), NOVASTAR
CAPITAL, INC., a Delaware corporation ("NovaStar Capital" and, together with
NovaStar Mortgage, and NovaStar Financial, the "Companies") and FIRST UNION
NATIONAL BANK (formerly known as First Union National Bank of North Carolina), a
national banking association (the "Lender").
W I T N E S S E T H
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WHEREAS, the Companies and the Lender are parties to a Mortgage Loan
Warehousing Agreement dated as of November 24, 1997, as amended by a First
Amendment to Mortgage Loan Warehousing Agreement dated as of February 19, 1998,
by a Second Amendment to Mortgage Loan Warehousing Agreement dated as of April
30, 1998, by a Third Amendment to Mortgage Loan Warehousing Agreement dated as
of September 3, 1998, by a Fourth Amendment to and Waiver of Mortgage Loan
Warehousing Agreement dated as of October 15, 1998, by a Fifth Amendment to
Mortgage Loan Warehousing Agreement dated as of November 30, 1998, by a Sixth
Amendment to Mortgage Loan Warehousing Agreement dated as of February 12, 1999,
by a Seventh Amendment to Mortgage Loan Warehousing Agreement dated as of
December 17, 1999, by an Eighth Amendment to Mortgage Loan Warehousing Agreement
dated as of May 30, 2000 and by a Ninth Amendment to Mortgage Loan Warehousing
Agreement dated as of June 30, 2000 (as so amended, the "Credit Agreement"); and
WHEREAS, the parties wish to amend the Credit Agreement as set forth below;
and
WHEREAS, subject to and upon the terms and conditions herein set forth, the
Lender is willing to continue to make available to the Companies the credit
facilities provided for in the Credit Agreement; and
WHEREAS, a specific condition to the willingness of the Lender to continue
to make available to the Companies the credit facilities provided for in the
Credit Agreement is the re-affirmation by the Guarantor of the Guaranty; and
WHEREAS, the Guarantor will derive a material benefit from the continued
availability to the Companies of the credit facilities provided for in the
Credit Agreement, and therefore the Guarantor is willing to reaffirm the
Guaranty;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties hereto hereby
agree as follows:
1. Definitions. All capitalized terms used herein and not otherwise
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defined shall have the respective meanings provided to such terms in the Credit
Agreement, as amended hereby.
2. Amendments to the Credit Agreement.
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a. The definition of the term "Maturity Date" contained in Section 10 of
the Credit Agreement is deleted in its entirety and the following
paragraph is substituted in lieu thereof:
"'Maturity Date' shall mean the earlier of (a) July 27, 2001, as
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such date may be extended from time to time in writing by the Lender,
in its sole discretion, and (b) the date the Lender terminates its
obligation to make further Loans pursuant to the provisions hereof."
3. This Amendment shall become effective as of the date hereof, provided
that the Lender shall have received by such date the following items:
a. A copy of this Amendment executed by each of the Companies, the
Guarantor and the Lender (whether such parties have signed the
same or different copies);
b. A reaffirmation of the Guaranty (the "Reaffirmation") executed by
the Guarantor in favor of the Lender;
c. Resolutions of each of the Companies and the Guarantor
authorizing the execution of this Amendment and the
Reaffirmation, respectively; and
d. A certificate of even date herewith signed by the President, any
Vice President or the Treasurer of each of the Companies and the
Guarantor certifying that (i) the articles, bylaws and
resolutions of each of the Companies and the Guarantor previously
delivered to Lender remain in full force and effect except as
provided therein, (ii) each of the Companies and the Guarantor
remains in good standing, (iii) all representations and
warranties of each of the Companies and the Guarantor previously
made to Lender remain true, complete and accurate, and (iv) no
Event of Default or Potential Default has occurred and is
continuing.
4. This Amendment is limited, and except as set forth herein, shall not
constitute the modification, acceptance or waiver of any provision of the Credit
Agreement, or any other document or instrument entered into in connection
therewith.
5. This Amendment may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which together
shall constitute one in the same instrument. A complete set of counterparts
shall be lodged with each of the Companies and the Lender.
6. This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the laws of the State of
North Carolina.
7. From and after the date hereof, all references in the Credit Agreement
and any other document or instrument entered into in connection therewith, to
the Credit Agreement shall be named to be references to the Credit Agreement as
amended hereby.
8. The Guarantor joins in the execution and delivery of this Amendment to
acknowledge and consent to the terms hereof and hereby reaffirms its obligations
under the Guaranty.
9. THE LENDER, THE GUARANTOR AND THE COMPANIES EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY RELATING HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE LENDER TO ENTER INTO THIS AGREEMENT.
[THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
NOVASTAR MORTGAGE, INC.,
a Virginia corporation
By: ___________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Treasurer
NOVASTAR FINANCIAL, INC.,
a Maryland corporation
By: ___________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Treasurer
NOVASTAR CAPITAL, INC.,
a Delaware corporation
By: ___________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Treasurer
FIRST UNION NATIONAL BANK
(formerly known as First Union National
Bank of North Carolina), a national
banking association
By: ___________________________________
Name: _________________________________
Title: ________________________________
GUARANTOR:
NFI HOLDING CORPORATION,
a Delaware corporation
By: ___________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Treasurer
