JUNIOR SUBORDINATED INDENTURE among NOVASTAR MORTGAGE, INC. NOVASTAR FINANCIAL, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of February 18, 2009Junior Subordinated Indenture • February 24th, 2009 • Novastar Financial Inc • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of February 18, 2009, among NovaStar Mortgage, Inc., a Virginia corporation (the “Company”), NovaStar Financial, Inc., a Maryland corporation (the “Guarantor” or the “Exchange Note Issuer”) and The Bank of New York Mellon Trust Company, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT among NOVASTAR MORTGAGE, INC., as Depositor THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee BNY MELLON TRUST OF DELAWARE, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES...Trust Agreement • February 24th, 2009 • Novastar Financial Inc • Real estate investment trusts • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of February 18, 2009 (the “Execution Date”), among (i) NovaStar Mortgage, Inc., a Virginia corporation (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York Mellon Trust Company, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) BNY Mellon Trust of Delaware, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and (iv) W. Lance Anderson, Rodney E. Schwatken and Matthew R. Kaltenrieder, each an individual whose address is c/o NovaStar Financial, Inc., 2114 Central Street, Suite 600, Kansas City, MO 64108, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and together with the Property Trustee and the Delaware Trustee, the “Trustees”).
PARENT GUARANTEE AGREEMENT between NOVASTAR FINANCIAL, INC., as Parent Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of February 18, 2009 NOVASTAR MORTGAGE, INC.Parent Guarantee Agreement • February 24th, 2009 • Novastar Financial Inc • Real estate investment trusts • New York
This PARENT GUARANTEE AGREEMENT, dated as of February 18, 2009, executed and delivered by NOVASTAR FINANCIAL, INC., a Maryland corporation (the “Parent Guarantor”) having its principal office at 2114 Central Street, Suite 600, Kansas City, Missouri 64108, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of NovaStar Mortgage, Inc., a Virginia corporation (the “Company”).
ESCROW AGREEMENTEscrow Agreement • February 24th, 2009 • Novastar Financial Inc • Real estate investment trusts • New York
THIS ESCROW AGREEMENT (this “Agreement”), dated as of February 18, 2009, is by and among NOVASTAR MORTGAGE, INC., a Virginia corporation (“NMI”); NOVASTAR FINANCIAL, INC., a Maryland corporation (“NFI”); TABERNA PREFERRED FUNDING I, LTD. (“Taberna I”); TABERNA PREFERRED FUNDING II, LTD. (“Taberna II”); KODIAK CDO I, LTD. (“Kodiak” and, collectively with Taberna I and Taberna II, the “Holders”), and WOLFBLOCK LLP, a Pennsylvania limited liability partnership (“Escrow Agent”).
SETTLEMENT AGREEMENTSettlement Agreement • February 24th, 2009 • Novastar Financial Inc • Real estate investment trusts • New York
This SETTLEMENT AGREEMENT (this “Agreement”), dated as of February 18, 2009, is among NOVASTAR MORTGAGE, INC., a Virginia corporation (“NMI”); NOVASTAR FINANCIAL, INC., a Maryland corporation (“NFI”); TABERNA PREFERRED FUNDING I, LTD., a Cayman Islands company, and TABERNA PREFERRED FUNDING II, LTD., a Cayman Islands company (collectively, the “Taberna Preferred Securities Holders”); KODIAK CDO I, LTD., a Cayman Islands company (the “Kodiak Preferred Securities Holder” and, together with the Taberna Preferred Securities Holders, the “Preferred Securities Holders”).
EXCHANGE AGREEMENT BY AND AMONG NOVASTAR MORTGAGE, INC., NOVASTAR FINANCIAL, INC., NOVASTAR CAPITAL TRUST I/B, NOVASTAR CAPITAL TRUST II/B, AND THE HOLDERS LISTED ON SCHEDULES I AND II HERETO Dated as of February 18, 2009Exchange Agreement • February 24th, 2009 • Novastar Financial Inc • Real estate investment trusts • New York
THIS EXCHANGE AGREEMENT (this “Exchange Agreement” or “Agreement”), dated as of February 18, 2009 (the “Effective Date”), is entered into by and among, NOVASTAR MORTGAGE, INC., a Virginia corporation (the “Company”), NOVASTAR FINANCIAL, INC., a Maryland corporation (the “Guarantor”), NOVASTAR CAPITAL TRUST I/B, a Delaware statutory trust (the “NovaStar Trust I/B”), NOVASTAR CAPITAL TRUST II/B, a Delaware statutory trust (the “NovaStar Trust II/B”, together with NovaStar Trust I/B, the “Trusts” and, together with the Company, the Guarantor and the NovaStar Trust I/B, the “Exchangors”) and the beneficial owners of the preferred securities of the Existing Trusts (as defined below) whose names appear on the signature pages hereto (the “Holders”).
