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February 11, 2008
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
0000 Xxxx Xxxxxxx,
Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000
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 March 11, 2008 (the
"Waiver Period") and subject to the limitations set forth herein, each Buyer
hereby:
A. 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.
B. 1. Agrees, during the Waiver Period, not to enforce the
requirement that NovaStar Financial, Inc. ("NFI")
maintain Liquidity in an amount not less than
$30,000,000 as specified under the
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Agreements; provided that NFI agrees to maintain
Liquidity (taking into account required haircuts) in
an amount not less than $17,000,000;
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 maintain Liquidity
in an amount not less than $30,000,000 during the
Waiver Period; provided that NFI maintains Liquidity
in an amount not less than $17,000,000 during the
Waiver Period;
3. Agrees that in the Monthly Certificates delivered by
NFI during the Waiver Period, NFI may carve-out from
the certification the requirement to maintain
Liquidity in an amount not less than $30,000,000 for
the previous month; provided that NFI shall maintain
Liquidity in an amount not less than $17,000,000 for
such month and shall certify that it has maintained
such amount in the Monthly Certification.
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 NFI's
failure to maintain the required Adjusted Tangible Net Worth or maintenance of
Liquidity 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 March 11, 2008,
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
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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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Very truly yours,
Wachovia Bank, N.A.,
as Buyer
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
Wachovia Investment Holdings, LLC,
as Buyer
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
Acknowledged and Agreed:
NovaStar Mortgage, Inc., as Seller and Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
NovaStar Certificates Financing LLC, as Seller
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
NovaStar Certificates Financing Corporation, as Seller
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
Wachovia NovaStar TNW Waiver 3-11-08
NFI Repurchase Corporation, as Seller
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
NMI Repurchase Corporation, as Seller
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
NMI Property Financing, Inc., as Seller
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
HomeView Lending, Inc., as Seller and Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
NovaStar Financial, Inc., as Seller and Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
NFI Holding Corporation, as Seller and Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
SCHEDULE I
1. 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.
2. 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.
3. 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.
4. Master Repurchase Agreement (New York) dated as of July 6, 2007 (the "NY
Agreement") between Wachovia Bank, National Association and NovaStar Mortgage,
Inc.
