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Search Stock Repurchase Agreement by:
Exhibit 10.1
March
27, 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
8140 Ward Parkway,
Suite 300
Kansas City, Missouri 64114
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 April 30, 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
Agreements; provided that NFI agrees to
maintain Liquidity
(taking into account required haircuts) in
an amount not
less than $9,500,000;
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
$9,500,000 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 $9,500,000 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 April 30, 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






