Novation Agreement - Wachovia Bank, National Association



 Exhibit 10.4 
 Execution copy 
  
 ISDA® 
  
 International Swaps and Derivatives Association, Inc. 
  
 NOVATION AGREEMENT 
  
 dated as of February 22, 2005 among: 
  
 WACHOVIA BANK, NATIONAL ASSOCIATION (the “Remaining Party”),

 NOVASTAR MORTGAGE, INC. (the “Transferor”) 
  
 AND 
  
 NOVASTAR MORTGAGE SUPPLEMENTAL INTEREST TRUST, SERIES 2005-1 (the “Transferees”). 
  
 The Transferor and the Remaining Party have entered into one or more Transactions (each an
“Old Transaction”), each evidenced by a Confirmation (an “Old Confirmation”) attached hereto as Exhibit I and subject to a 1992 ISDA Master Agreement dated as of September 15, 2003 (the “Old Agreement”).

  
 The Remaining Party and the Transferee are simultaneously entering into a 1992
ISDA Master Agreement dated as of the date hereof in the form attached hereto as Exhibit II (the “New Agreement”) relative to the New Transactions (defined below). 
  
 With effect from and including February 22, 2005 (the “Novation Date”) the Transferor wishes to transfer by novation
to the Transferee, and the Transferee wishes to accept the transfer by novation of, all the rights, liabilities, duties and obligations of the Transferor under and in respect of each Old Transaction, with the exception of the Excluded Rights and
Obligations referred to below with the effect that the Remaining Party and the Transferee will enter into a new transaction (each a “New Transaction” and, collectively, the “New Transactions”) between them having
terms identical to those of each applicable Old Transaction, subject to the same exceptions and as more particularly described below. 
  
 The Remaining Party wishes to accept the Transferee as its sole counterparty with respect to each of the New Transactions. 
  
 The Transferor and the Remaining Party wish to have released and discharged, as a result and
to the extent of the transfer described above, their respective obligations under and in respect of the Old Transactions. 
  
 Accordingly, the parties agree as follows: — 
  

	1.	Definitions. 

  
 Terms defined in the ISDA Master Agreement (Multicurrency-Cross Border) as published in 1992 by the International Swaps and Derivatives Association, Inc. (the “1992 ISDA Master Agreement”) are used
herein as so defined, unless otherwise provided herein. For purposes of this Novation Agreement, “Excluded Rights and Obligations” means all obligations of each of the Transferor and the Remaining Party to Transfer (as defined in
the Credit Support Annex to the Old Agreement) Eligible Collateral (as so defined) in respect of the Old Transactions and all related rights of the Remaining Party and the Transferor under the Old Agreement. 
  










	2.	Transfer, Release, Discharge and Undertakings. 

  
 Subject to the execution and delivery of the New Agreement by each of the parties thereto to the other, with effect from and including the Novation Date and in
consideration of the mutual representations, warranties and covenants contained in this Novation Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties): 

 

	 	(a)	on the Novation Date, subject to Section 2(d) of this Novation Agreement, the Transferor hereby transfers all of its rights, liabilities, duties and obligations, with the exception
of the Excluded Rights and Obligations, relative to, and in connection with the Old Transaction to NovaStar Mortgage Supplemental Interest Trust, Series 2005-1; 

  

	 	(b)	subject to Section 2(d) of this Novation Agreement, the Remaining Party and the Transferor are each hereby released and discharged from further obligations to each other with
respect to each Old Transaction and their respective rights against each other thereunder are cancelled, provided that such release and discharge shall not affect any rights, liabilities or obligations of the Remaining Party or the Transferor with
respect to payments or other obligations due and payable or due to be performed prior to the Novation Date, and all such payments and obligations shall be paid or performed by the Remaining Party or the Transferor in accordance with the terms of the
Old Transaction; 

  

	 	(c)	in respect of each New Transaction, the Remaining Party and the Transferee each hereby undertake liabilities and obligations towards the other and acquire rights against each other
identical in their terms to each corresponding Old Transaction (and, for the avoidance of doubt, as if the Transferee were the Transferor and with the Remaining Party remaining the Remaining Party, save for the Excluded Rights and Obligations and
any other rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed prior to the Novation Date); 

  

	 	(d)	each New Transaction shall be governed by, form part of, and be subject to the New Agreement and the relevant Old Confirmation (which, in conjunction and as deemed modified to be
consistent with this Novation Agreement, shall be deemed to be a Confirmation between the Remaining Party and the Transferee), and the offices of the Remaining Party and the Transferee for purposes of each New Transaction shall be their offices at
their addresses for notices provided for in the New Agreement; and 

  

	 	(e)	on the Novation Date, the Remaining Party shall transfer any and all of the Posted Collateral (as defined in the Credit Support Annex to the Old Agreement) held by it in respect of
the Old Transactions to the account or accounts of the Transferor identified by it by notice given to the Remaining Party as provided in the Old Agreement, and the Transferor shall transfer all Posted Collateral held by it in respect of the Old
Transactions to the account or accounts of the Remaining Party identified by it by notice given to the Transferor as provided in the Old Agreement, in each case together with all Interest Amount and Distributions thereon (as so defined). The
Remaining Party’s or the Transferor’s failure to effect these transfers will continue to constitute Potential Events of Default and may constitute Events of Default under the Old Agreement notwithstanding the transfer by novation
contemplated herein. 

  

 2 









	3.	Representations and Warranties. 

  

	 	(a)	On the date of this Novation Agreement: 

  

	 	(i)	Each of the parties makes to each of the other parties those representations and warranties set forth in Section 3(a) of the 1992 ISDA Master Agreement with references in such
Section to “this Agreement” or “any Credit Support Document” being deemed references to this Novation Agreement alone. 

  

	 	(ii)	The Remaining Party and the Transferor each makes to the other, and the Remaining Party and the Transferee each makes to the other, the representation set forth in Section 3(b) of
the 1992 ISDA Master Agreement, in each case with respect to the Old Agreement or the New Agreement, as the case may be, and taking into account the parties entering into and performing their obligations under this Novation Agreement.


  

	 	(iii)	Each of the Transferor and the Remaining Party represents and warrants to each other and to the Transferee that: 

  

	 	(A)	it has made no prior transfer (whether by way of security or otherwise) of the Old Agreement or any interest or obligation in or under the Old Agreement or in respect of any Old
Transaction; and 

  

	 	(B)	without prejudice to the obligations of the Remaining Party and the Transferor referred to in Section 2(d) of this Novation Agreement, as of the Novation Date, all obligations of
the Transferor and the Remaining Party under each Old Transaction required to be performed before the Novation Date have been fulfilled. 

  

	 	(iv)	Each party represents to each of the other parties: — 

  

	 	(A)	Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Novation Agreement and as to whether this Novation Agreement is
appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other parties as investment advice or as a recommendation to
enter into this Novation Agreement; it being understood that information and explanations related to the terms and conditions of this Novation Agreement shall not be considered investment advice or a recommendation to enter into this Novation
Agreement. No communication (written or oral) received from any of the other parties shall be deemed to be an assurance or guarantee as to the expected results of this Novation Agreement; 

  

	 	(B)	Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts,
the terms, conditions and risks of this Novation Agreement. It is also capable of assuming, and assumes, the risks of this Novation Agreement; and 

  

	 	(C)	Status of Parties. None of the other parties is acting as a fiduciary for or an adviser to it in respect of this Novation Agreement. 

  

	 	(b)	 The Transferor makes no representation or warranty and does not assume any responsibility with respect to the legality, validity, effectiveness, adequacy or
enforceability of any New Transaction or the New Agreement or any documents relating thereto and assumes no responsibility for the condition, financial or otherwise, of the Remaining Party, the Transferee or any other person or for the performance
and observance by the Remaining Party, the Transferee or any other person of any of its obligations under any New Transaction or the New Agreement or any document relating thereto and 



  

 3 









	 	 
any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded; provided, however, that
nothing in the foregoing shall be construed to relieve the Transferor from any liability it may have for any of its representations, warranties or obligations as the servicer or otherwise under the Pooling and Servicing Agreement among NovaStar
Mortgage Funding Corporation, NovaStar Mortgage, Inc., Wachovia Bank, National Association, and JPMorgan Chase Bank, National Association dated as of February 1, 2005 (the “Pooling and Servicing Agreement”).



  

	4.	Counterparts. 

  
 This Novation Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by
facsimile transmission), each of which will be deemed an original. 
  

	5.	Costs and Expenses. 

  
 The parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Novation Agreement and as a result of the
negotiation, preparation and execution of this Novation Agreement. 
  

	6.	Amendments. 

  
 No amendment, modification or waiver in respect of this Novation Agreement will be effective unless in writing (including a writing evidenced by a
facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 
  

	7.    (a)	Governing Law. 

  
 This Novation Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to the conflict of laws
provisions thereof (other than Section 5-1401 of the New York General Obligations Law). 
  

	 	(b)	Jurisdiction. 

  
 The terms of Section 13(b) of the 1992 ISDA Master Agreement shall apply to this Novation Agreement with references in such Section to “this
Agreement” being deemed references to this Novation Agreement alone. 
  

	 	(c)	Not Acting in Individual Capacity. 

  
 JPMorgan Chase Bank, National Association is signing this Novation Agreement solely in its capacity as Trustee under the Pooling and Servicing Agreement
and not in its individual capacity, and all persons having any claim against the Trustee by reason of the Transactions contemplated by this Novation Agreement shall look only to the assets of NovaStar Mortgage Supplemental Interest Trust, Series
2005-1 (subject to the availability of funds therefor in accordance with the Flow of Funds as set forth in Article IV of the Pooling and Servicing Agreement) for payment or satisfaction thereof unless due to the Trustee’s own negligent action,
negligent failure to act, or willful misconduct, provided that: 
  

	 	(i)	this Section 7(c) does not limit the effect of paragraph (a) of Section 8.01 of the Pooling and Servicing Agreement, 

  

	 	(ii)	the Trustee shall not be liable for any error of judgment made in good faith by its Responsible Officer (as defined in the Pooling and Servicing Agreement) unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts, and 

  

 4 









	 	(iii)	the Trustee shall not be liable with respect to any action it take or omits to take in good faith in accordance with a direction received by it from the Majority Certificateholders
(as defined in the Pooling and Servicing Agreement). 

  
 The foregoing may not be construed to give to Majority Certificateholders any rights under this Novation Agreement. 
  

 5 








 IN WITNESS WHEREOF the parties have executed this Novation Agreement on the respective dates specified below with effect
from and including the Novation Date. 
  

									
	 WACHOVIA BANK, NATIONAL ASSOCIATION
	 	 	 	 NOVASTAR MORTGAGE, INC.

					
	By:	 	/s/    John Miechkowski	 	 	 	By:	 	/s/    David L. Farris
	 	 	 Name: John Miechkowski
	 	 	 	 	 	 Name: David L. Farris

	 	 	 Title: Vice President
	 	 	 	 	 	 Title: Vice President

	 	 	 Date:
	 	 	 	 	 	 Date:


  

									
	NOVASTAR MORTGAGE SUPPLEMENTAL INTEREST TRUST, SERIES 2005-1	 	 	 	 
				
	By: JPMorgan Chase Bank, National Association, as Trustee under the Pooling and Servicing Agreement, acting not in its individual capacity, but solely in its capacity as Trustee to
NovaStar Mortgage Supplemental Interest Trust, Series 2005-1	 	 	 	 	 	 
					
	 By:
	 	 /s/    Michael A. Smith
	 	 	 	 	 	 
	 	 	 Name: Michael A. Smith
	 	 	 	 	 	 
	 	 	 Title: Vice President
	 	 	 	 	 	 
	 	 	 Date:
	 	 	 	 	 	 

  

 6 








 Exhibit I 
  

[Old Swap Confirmations attached behind this page] 
  

 7 








 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	Date:	  	November 08, 2004
		
	To:	  	Novastar Mortgage, Inc. (“Counterparty”)
		
	Address:	  	 8140 Ward Parkway, Suite 300
 Kansas City
MO
 64114 USA

		
	Fax:	  	816-237-7515
		
	Attention:	  	Jeremy Messerly
		
	From:	  	Wachovia Bank, N.A. (“Wachovia”)
		
	Ref. No:	  	483409

  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	Interest Rate Swap
		
	 Currency for Payments:
	  	U.S. Dollars
		
	 Notional Amount:
	  	USD 75,000,000.00
		
	 Term:
	  	 
	 Trade Date:
	  	November 04, 2004
	 Effective Date:
	  	November 26, 2004.
	 Termination Date:
	  	November 27, 2006 in respect of Floating Amounts, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 	  	November 25, 2006 in respect of Fixed Amounts
		
	 Fixed Amounts:
	  	 
	 Fixed Rate Payer:
	  	Counterparty
	 Period End Dates:
	  	 Monthly on the 25th of each month commencing December 25, 2004,
 through and including the Termination Date; No Adjustment.

	 Payment Dates:
	  	 Monthly on the 25th of each month commencing December 25, 2004,
 through and including the Termination Date


  
 Wachovia: 483409

  










			
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Fixed Rate:
	  	2.985%
	 Fixed Rate Day Count Fraction:
	  	30/360
		
	 Floating Amounts:
	  	 
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	 Monthly on the 25th of each month commencing December 25, 2004,
 through and including the Termination Date, subject to adjustment in
 accordance with the Modified Following Business Day
Convention.

	 Payment Dates:
	  	 Monthly on the 25th of each month commencing December 25, 2004,
 through and including the Termination Date

	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial
	  	Determined two London Banking Days prior to the Effective Date
	 Calculation Period:
	  	 
	 Floating Rate Option:
	  	USD-LIBOR-BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count
	  	Actual/360
	 Fraction:
	  	 
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal places per the ISDA Definitions.

  
 2. The additional provisions of this
Confirmation are as follows: 
  

			
	 Calculation Agent:
	  	As per the Master Agreement
		
	 Payment Instructions:
	  	Wachovia Wholesale Lockbox
	 	  	P.O. Box 60308
	 	  	Charlotte, NC 28260-0308
		
	 Wachovia Contacts:
	  	 Settlement and/or Rate Resets:
 1-800-249-3865
 1-704-383-8429

		
	 	  	Documentation:
	 	  	Tel: (704) 383-4599
	 	  	Fax: (704) 383-9139
		
	 	  	Collateral:
	 	  	Tel: (704) 383-9529
		
	 	  	Please quote transaction reference number.
	 Payments to Counterparty:
	  	Please provide written payment instructions.
	 	  	Wachovia will make no payments until written payment instructions are received. Phone: 1-800-249-3865 Fax: 1-704-383-8429

  
 Wachovia: 483409

  









 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this
Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms.

  

			
	 Very truly yours,
 Wachovia Bank,
N.A.

		
	By:	 	 /s/ James L. Collins

	 Name:
	 	 James L. Collins

	 Title: Vice President



  
 Ref. No. 483409

  

			
	Accepted and Confirmed as of date first written above:
	
	 Novastar Mortgage, Inc.

		
	By:	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title: V.P


  
 Wachovia 483409

  









 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	 Date:
	  	November 08, 2004
	 To:
	  	Novastar Mortgage, Inc. (“Counterparty”)
	 Address:
	  	 8140 Ward Parkway, Suite 300
 Kansas City
MO
 64114 USA

	 Fax:
	  	816-237-7515
	 Attention:
	  	Jeremy Messerly
	 From:
	  	Wachovia Bank, N.A. (“Wachovia”)
	 Ref. No:
	  	483410

  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	Interest Rate Swap
	 Currency for Payments:
	  	U.S. Dollars
	 Notional Amount:
	  	USD 25,000,000.00
	 Term:
	  	 
	 Trade Date:
	  	November 04, 2004
	 Effective Date:
	  	November 26, 2004.
	 Termination Date:
	  	November 26, 2007 in respect of Floating Amounts, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 	  	November 25, 2007 in respect of Fixed Amounts
	 Fixed Amounts:
	  	 
		
	 Fixed Rate Payer:
	  	Counterparty
	 Period End Dates:
	  	Monthly on the 25th of each month commencing December 25, 2004, through and including the Termination Date; No Adjustment.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing December 25, 2004, through and including the Termination Date

  
 Wachovia: 483410

  










			
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Fixed Rate:
	  	3.265%
	 Fixed Rate Day Count Fraction:
	  	30/360
		
	 Floating Amounts:
	  	 
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	Monthly on the 25th of each month commencing December 25, 2004, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing December 25, 2004, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial
	  	Determined two London Banking Days prior to the Effective Date
	 Calculation Period:
	  	 
	 Floating Rate Option:
	  	USD-LIBOR-BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count
	  	Actual/360
	 Fraction:
	  	 
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal places per the ISDA Definitions.

  
 2. The additional provisions of this
Confirmation are as follows: 
  

			
	 Calculation Agent:
	  	As per the Master Agreement
	 Payment Instructions:
	  	 Wachovia Wholesale Lockbox
 P.O. Box 60308

Charlotte, NC 28260-0308

		
	 Wachovia Contacts:
	  	 Settlement and/or Rate Resets:
 1-800-249-3865
 1-704-383-8429

		
	 	  	 Documentation:
 Tel: (704) 383-4599
 Fax: (704) 383-9139

		
	 	  	 Collateral:
 Tel: (704) 383-9529
 Please quote transaction reference number.

	 Payments to Counterparty:
	  	 Please provide written payment instructions.
 Wachovia
will make no payments until written payment instructions are received.
 Phone: 1-800-249-3865 Fax: 1-704-383-8429


  









 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this
Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms.

  

			
	 Very truly yours,

	 Wachovia Bank, N.A.

		
	 By:
	 	 /s/ James L. Collins

	 Name:
	 	 James L. Collins

	 Title:
	 	 Vice President



  
 Ref. No. 483410

  

			
	 Accepted and Confirmed as of date first
 written above:
 Novastar Mortgage, Inc.

		
	 By:
	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title:
	 	 V.P.


  
 Wachovia: 483410

  









 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
		
	Date:	  	December 02, 2004
		
	To:	  	Novastar Mortgage, Inc. (“Counterparty”)
		
	Address:	  	8140 Ward Parkway, Suite 300
	 	  	Kansas City MO
	 	  	64114 USA
		
	Fax:	  	816-237-7515
		
	Attention:	  	Jeremy Messerly
		
	From:	  	Wachovia Bank, N.A. (“Wachovia”)
		
	Ref. No:	  	1023332

  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated at of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows. 
  

			
	 Transaction Type:
	  	 Interest Rate Swap

	 Currency for Payments:
	  	 U.S. Dollars

	 Notional Amount:
	  	 USD 75,000,000.00

	 Term:
	  	 
	 Trade Date:
	  	 November 30, 2004

	 Effective Date
	  	 December 27, 2004.

	 Termination Date:
	  	December 25, 2006 in respect of Floating Amounts, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 	  	 December 25, 2006 in respect of Fixed Amounts

	 Fixed Amounts:
	  	 
		
	 Fixed Rate Payer:
	  	 Counterparty

	 Period End Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date; No Adjustment.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	 Modified Following

	 Business Day:
	  	 New York

	 Fixed Rate:
	  	 3.42%

	 Fixed Rate Day Count Fraction:
	  	 30/360


  

 Page 1 of 3 









			
	 Floating Amounts:
	  	 
		
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial Calculation Period:
	  	Determined two London Banking Days prior to the Effective Date
	 Floating Rate Option:
	  	USD-LIBOR-BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count Fraction:
	  	Actual/360
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal places per the ISDA Definitions.
	
	2. The additional provisions of this Confirmation are as follows:
		
	 Calculation Agent:
	  	As per the Master Agreement
	 Payment Instructions:
	  	 Wachovia/Charlotte
 CIB Group
 ABA 053000219
 Ref: Derivative Desk (Trade No: 1023332)
 Account #: 04659360006116

	 Wachovia Contacts:
	  	 Settlement and/or Rate Resets:
 1-800-249-3865
 1-704-383-8429

		
	 	  	 Documentation:
 Tel: (704)383-4599
 Fax: (704) 383-9139

		
	 	  	 Collateral:
 Tel: (704) 383-9529
 Please quote transaction reference number.

	 Payments to Counterparty:
	  	 Please provide written payment instructions.
 Wachovia
will make no payments until
 written payment instructions are received.
 Phone: 1-800-249-3865 Fax. 1-704-383-8429


  
 Additional Terms 
  
 For purposes of the Credit Support Annex to
the ISDA Master Agreement dated as of September 15, 2003 between Wachovia and Counterparty, the “Independent Amount” for this Transaction is $375,000,00. 
  

 Page 2 of 3 








 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this
Confirmation and returning it to us or by sending to us a letter substantially similar in this letter, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms.

  

			
	 Very truly yours,

	 Wachovia Bank, N.A.

		
	 By:
	 	 /s/ James Collins

	 Name:
	 	 James Collins

	 Title:
	 	 Vice President



  
 Ref. No. 1023352

  
 Accepted and Confirmed as of date first 
 written above: 
 Novastar Mortgage, Inc. 
  

			
		
	 By:
	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title:
	 	 V.P.


  

 Page 3 of 3 








 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	 Date:
	  	December 02, 2004
	 To:
	  	Novastar Mortgage, Inc. (“Counterparty”)
	 Address:
	  	8140 Ward Parkway, Suite 300
	 	  	Kansas City MO
	 	  	64114 USA
	 Fax:
	  	816-237-7515
	 Attention:
	  	Jeremy Messerly
	 From:
	  	Wachovia Bank, N.A. (“Wachovia”)
	 Ref. No:
	  	1030650

  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are Incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master
Agreement”). All provisions contained or incorporated) by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	Interest Rate Swap
	 Currency for payments:
	  	U.S. Dollars
	 Notional Amount:
	  	USD 25,000,000.00
	 Term:
	  	 
	 Trade Date:
	  	November 30, 2004.
	 Effective Date:
	  	December 27, 2004.
	 Termination Date:
	  	December 25, 2007 in respect of Floating Amounts, subject to adjustment to accordance with the Modified Following Business Day Convention. December 25, 2007 in respect of Fixed
Amounts.
	 Fixed Amounts:
	  	 
		
	 Fixed Ratio Payer:
	  	Counterparty
	 Period End Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date: No Adjustment
	 Payment Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date.
	 Business Day Convention:
	  	Modified Following
	 Business Day
	  	New York
	 Fixed Rate:
	  	3.685%
	 Fixed Rate Day Count Fraction:
	  	30/360

  

 Page 1 of 3 









			
	 Floating Amounts:
	  	 
		
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005. through and including the Termination Date
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial Calculation Period:
	  	Determined two London Banking Days prior to the Effective Date
	 Floating Rate Option:
	  	USD-LIBOR-BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count Fraction:
	  	Actual/360
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal place per the ISDA Definitions.

  
 2. The additional provisions of this
Confirmation are as follows: 
  

			
	 Calculation Agent:
	  	As per the Master Agreement
	 Payment Instructions:
	  	Wachovia/Charlotte
	 	  	CIB Group
	 	  	ABA 053000219
	 	  	Ref: Derivative Desk (Trade No: 1030650)
	 	  	Account #: 04659360006116
	 Wachovia Contacts:
	  	Settlement and/or Rate Resets:
	 	  	1-800-249-3865
	 	  	1-704-383-8429
		
	 	  	Documentation:
	 	  	Tel: (704) 383-4599
	 	  	Fax: (704) 383-9139
		
	 	  	Collateral:
	 	  	Tel: (704) 383 9529
	 	  	Please quote transaction reference number.
	 Payments to Counterparty:
	  	Please provide written payment instructions
	 	  	Wachovia will make no payments until written payment instructions are received.
	 	  	Phone: l-800-249-3865 Fax: 1-704-383-8429

  
 Additional Terms 
  
 For purposes of the Credit Support Annex to the ISDA Master Agreement dated as of September
15, 2003 between Wachovia and Counterparty, the “Independent Amount” for this Transaction is $125,000.00. 
  

 Page 2 of 3 








 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of the Confirmation
and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement in those terms. 
  

			
	 Very truly yours,

	 Wachovia Bank, N.A

		
	By:	 	 /s/ James Collins

	 Name:
	 	 James Collins

	 Title: Vice President



  
 Ref. No. 1030630

  

			
	 Accepted and Confirmed at of date first
 written above:

	 NovaStar Mortgage, Inc.

		
	By:	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title: V.P


  









 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	 Date:
	  	December 07, 2004
		
	 To:
	  	Novastar Mortgage, Inc. (“Counterparty”)
		
	 Address:
	  	 8140 Ward Parkway Suite 300
 Kansas City MO

64114 USA

		
	 Fax:
	  	816-237-7515
		
	 Attention:
	  	Jeremy Messerly
		
	 From:
	  	Wachovia Bank, NA (“Wachovia”)
		
	 Ref No:
	  	1033465

  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	Interest Rate Swap
	 Currency for Payments:
	  	U.S. Dollars
	 Notional Amount:
	  	USD 25,000,000.00
	 Term:
	  	 
	 Trade Date:
	  	December 06, 2004
	 Effective Date:
	  	December 27, 2004.
	 Termination Date:
	  	December 25, 2007 in respect of Floating Amounts, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 	  	December 25, 2007 in respect of Fixed Amounts
		
	 Fixed Amounts:
	  	 
		
	 Fixed Rate Payer:
	  	Counterparty
	 Period End Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date: No Adjustment.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date

  
 Wachovia: 1033465

  










			
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Fixed Rate:
	  	3.57%
	 Fixed Rate Day Count Fraction:
	  	30/360
		
	 Floating Amounts:
	  	 
		
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention
	 Payment Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial
	  	Determined two London Banking Days prior to the Effective Date
	 Calculation Period:
	  	 
	 Floating Rate Option:
	  	USD-LIBOR-BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count
	  	Actual/360
	 Fraction:
	  	 
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal places per the ISDA Definitions.

  
 2. The additional provisions of this
Confirmation are as follows: 
  

			
	 Calculation Agent:
	  	As per the Master Agreement
	 Payment Instructions:
	  	 Wachovia Bank, N.A.
 CIB Group, ABA
053000219
 Ref: Derivative Desk (Trade No: 1033465)
 Account #:
04659360006116

	 Wachovia Contacts:
	  	 Settlement and/or Rate Resets:
 1-800-249-3865
 1-704-383-8429

		
	 	  	 Documentation:
 Tel: (704) 383-4599
 Fax: (704) 383-9539

		
	 	  	Collateral:
	 	  	Tel: (704) 383-9529
	 	  	Please quote transaction reference number.
	 Payments to Counterparty:
	  	Please provide written payment instructions.
	 	  	Wachovia will make no payments until
	 	  	written payment instructions are received.
	 	  	Phone: l-800-249-3865 Fax: 1-704-383-8429

  
 Wachovia: 1033465

  









 Additional Terms 
  
 For purposes of the Credit Support Annex to the ISDA Master Agreement between Wachovia and Counterparty, the “Independent Amount”
for this Transaction is $125,000.00. 
  
 Please confirm that the foregoing
correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which
this Confirmation relates and indicates your agreement to those terms. 
  

			
	 Very truly yours,
 Wachovia Bank, N.A.

		
	By:	 	 /s/ James L. Collins

	 Name:
	 	 James L. Collins

	 Title: Vice President



  
 Ref. No. 1033465

  

			
	 Accepted and Confirmed as of date first
 written above;
 Novastar Mortgage, Inc.

		
	By:	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title: V.P.


  
 Wachovia: 1033465

  









 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	 Date:
	  	 December 23, 2004

		
	 To:
	  	 Novastar Mortgage, Inc. (“Counterparty”)

		
	 Address:
	  	 8140 Ward Parkway, Suite 300
 Kansas City MO
 64114 USA

		
	 Fax:
	  	 816-237-7515

		
	 Attention:
	  	 Jeremy Messerly

		
	 From:
	  	 Wachovia Bank, N.A. (“Wachovia”)

		
	 Ref. No:
	  	 1032649


  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	 Interest Rate Swap

	 Currency for Payments:
	  	 U.S. Dollars

	 Notional Amount:
	  	 USD 75,000,000.00

	 Term:
	  	 
	 Trade Date:
	  	 December 22, 2004

	 Effective Date:
	  	 December 27, 2004

	 Termination Date:
	  	 December 25, 2006 in respect of Floating Amounts, subject to adjustment in accordance with the Modified Following Business Day
 Convention.

	 	  	 December 25, 2006 in respect of Fixed Amounts

		
	 Fixed Amounts:
	  	 
		
	 Fixed Rate Payer:
	  	 Counterparty

	 Period End Dates:
	  	 Monthly on the 25th of each month commencing January 25, 2005,
 through and including the Termination Date; No Adjustment.

	 Payment Dates:
	  	 Monthly on the 25th of each month commencing January 25, 2005,
 through and including the Termination Date


  
 Wachovia: 1032649

  










			
	 Business Day Convention:
	  	 Modified Following

	 Business Day:
	  	 New York

	 Fixed Rate:
	  	 3.42%

	 Fixed Rate Day Count Fraction:
	  	 30/360

		
	 Floating Amounts:
	  	 
		
	 Floating Rate Payer:
	  	 Wachovia

	 Period End Dates:
	  	 Monthly on the 25th of each month commencing January 25, 2005,
 through and including the Termination Date, subject to adjustment in
 accordance with the Modified Following Business Day Convention.

	 Payment Dates:
	  	 Monthly on the 25th of each month commencing January 25, 2005,
 through and including the Termination Date

	 Business Day Convention:
	  	 Modified Following

	 Business Day:
	  	 New York

	 Floating Rate for initial Calculation Period:
	  	 2.4175%

	 Floating Rate Option:
	  	 USD-LIBOR-BBA

	 Designated Maturity:
	  	 1 Month

	 Spread:
	  	 None

	 Floating Rate Day Count
	  	 Actual/360

	 Fraction:
	  	 
	 Floating Rate determined:
	  	 Two London Banking Days prior to each Reset Date.

	 Reset Dates:
	  	 The first day of each Calculation Period.

	 Compounding:
	  	 Inapplicable

	 Rounding convention:
	  	 5 decimal places per the ISDA Definitions.

	
	2. The additional provisions of this Confirmation are as follows:
	 Calculation Agent:
	  	 As per the Master Agreement

	 Payment Instructions:
	  	 Wachovia Bank, N.A.
 CIB Group, ABA 053000219
 Ref: Derivative Desk (Trade No: 1032649)
 Account #:
04659360006116

	 Wachovia Contacts:
	  	 Settlement and/or Rate Resets:
 1-800-249-3865
 1-704-383-8429

		
	 	  	 Documentation:
 Tel: (704) 383-4599
 Fax: (704) 383-9139

		
	 	  	 Collateral:
 Tel: (704) 383-9529
 Please quote transaction reference number.

	 Payments to Counterparty:
	  	 Please provide written payment instructions
 Wachovia will make no payments until
 written payment instructions are received.
 Phone: 1-800-249-3865 Fax: 1-704-383-8429


  
 Wachovia: 1032649

  









 Additional Terms 
  
 For purposes of the Credit Support Annex to the ISDA Master Agreement dated as of September 15, 2003, between Wachovia and Counterparty, the “Independent
Amount” for this Transaction is $375,000.00. 
  
 Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the
Transaction to which this Confirmation relates and indicates your agreement to those terms. 
  

			
	 Very truly yours,
 Wachovia Bank, N.A.

		
	By:	 	 /s/ James L. Collins

	 Name:
	 	 James L. Collins

	 Title: Vice President



  
 Ref. No.
1032649 
  

			
	 Accepted and Confirmed as of date first
 written above:
 Novastar Mortgage, Inc.

		
	By:	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title: V.P.


  
 Wachovia: 1032649

  









 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	 Date:
	  	December 23, 2004
	 To:
	  	Novastar Mortgage, Inc. (“Counterparty”)
	 Address:
	  	8140 Ward Parkway, Suite 300
	 	  	Kansas City MO
	 	  	64114 USA
	 Fax:
	  	816–237–7515
	 Attention:
	  	Jeremy Messerly
	 From:
	  	Wachovia Bank, N.A. (“Wachovia”)
	 Ref. No:
	  	1039639

  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	Interest Rate Swap
	 Currency for Payments:
	  	U.S. Dollars
	 Notional Amount:
	  	USD 25,000,000.00
	 Term:
	  	 
	 Trade Date:
	  	December 22, 2004
	 Effective Date:
	  	December 27, 2004
	 Termination Date:
	  	December 25, 2007 in respect of Floating Amounts, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 	  	December 25, 2007 in respect of Fixed Amounts
	 Fixed Amounts:
	  	 
		
	 Fixed Rate Payer:
	  	Counterparty
	 Period End Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date; No Adjustment.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date

  
 Wachovia: 1039639

  










			
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Fixed Rate:
	  	3.614%
	 Fixed Rate Day Count Fraction:
	  	30/360
	 Floating Amounts:
	  	 
		
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing January 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial
	  	2.4175%
	 Calculation Period:
	  	 
	 Floating Rate Option:
	  	USD–LIBOR–BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count
	  	Actual/360
	 Fraction:
	  	 
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal places per the ISDA Definitions.

  
 2. The additional provisions of this
Confirmation are as follows: 
  

			
	 Calculation Agent:
	  	As per the Master Agreement
	 Payment Instructions:
	  	 Wachovia Bank, N.A.
 CIB Group, ABA
053000219
 Ref: Derivative Desk (Trade No: 1039639)
 Account #:
04659360006116

	 Wachovia Contacts:
	  	 Settlement and/or Rate Resets:
 1–800–249–3865
 1–704–383–8429
  

Documentation:
 Tel: (704) 383–4599
 Fax: (704) 383–9139
  
 Collateral:
 Tel: (704) 383–9529
 Please quote transaction reference number.

	 Payments to Counterparty:
	  	 Please provide written payment instructions.
 Wachovia
will make no payments until written payment instructions are received.
 Phone: 1–800–249–3865 Fax:
1–704–383–8429


  
 Wachovia: 1039639

  









 Additional Terms 
  
 For purposes of the Credit Support Annex to the ISDA Master Agreement dated as of September 15, 2003 between Wachovia and Counterparty, the “Independent Amount”
for this Transaction is $125,000.00. 
  
 Please confirm that the foregoing
correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which
this Confirmation relates and indicates your agreement to those terms. 
  

			
	 Very truly yours,
 Wachovia Bank, N.A.

		
	By:	 	 /s/ James L. Collins

	 Name:
	 	 James L. Collins

	 Title: Vice President



  
 Ref. No. 1039639

  

			
	 Accepted and Confirmed as of date first written above:
 Novastar Mortgage, Inc.

		
	By:	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title: V.P.


  
 Wachovia: 1039639

  









 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	 Date:
	  	January 07, 2005
	 To:
	  	Novastar Mortgage, Inc. (“Counterparty”)
	 Address:
	  	 8140 Ward Parkway, Suite 300
 Kansas City MO

64114 USA

	 Fax:
	  	816–237–7515
	 Attention:
	  	Jeremy Messerly
	 From:
	  	Wachovia Bank, N.A. (“Wachovia”)
	 Ref. No:
	  	1055823

  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	Interest Rate Swap
	 Currency for Payments:
	  	U.S. Dollars
	 Notional Amount:
	  	USD 75,000,000.00
	 Term:
	  	 
	 Trade Date:
	  	January 06, 2005
	 Effective Date:
	  	January 25, 2005.
	 Termination Date:
	  	January 25, 2007 in respect of Floating Amounts, subject to adjustment in accordance with the Modified Following Business Day Convention. January 25, 2007 in respect of Fixed
Amounts
		
	 Fixed Amounts:
	  	 
		
	 Fixed Rate Payer:
	  	Counterparty
	 Period End Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date; No Adjustment.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following

  
 Wachovia: 1055823

  










			
	 Business Day:
	  	New York
	 Fixed Rate:
	  	3.5375%
	 Fixed Rate Day Count Fraction:
	  	30/360
	 Floating Amounts:
	  	 
		
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial
 Calculation Period:
	  	Determined two London Banking Days prior to the Effective Date
	 Floating Rate Option:
	  	USD–LIBOR–BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count
	  	Actual/360
	 Fraction:
	  	 
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal places per the ISDA Definitions.

  
 2. The additional provisions of this
Confirmation are as follows: 
  

			
	 Calculation Agent:
	  	As per the Master Agreement
	 Payment Instructions:
	  	Wachovia Bank, N.A.
	 	  	CIB Group, ABA 053000219
	 	  	Ref: Derivative Desk (Trade No: 1055823)
	 	  	Account #: 04659360006116
	 Wachovia Contacts:
	  	Settlement and/or Rate Resets:
	 	  	1–800–249–3865
	 	  	1–704–383–8429
		
	 	  	Documentation:
	 	  	Tel: (704) 383–4599
	 	  	Fax: (704) 383–9139
		
	 	  	Collateral:
	 	  	Tel: (704) 383–9529
	 	  	Please quote transaction reference number.
	 Payments to Counterparty:
	  	Please provide written payment instructions.
	 	  	Wachovia will make no payments until
	 	  	written payment instructions are received.
	 	  	Phone: 1–800–249–3865 Fax: 1–704–383–8429

  
 Wachovia: 1055823

  









 Additional Terms 
  
 For purposes of the Credit Support Annex to the ISDA Master Agreement dated as of September 15, 2003 between Wachovia and Counterparty, the “Independent Amount”
for this Transaction is $375,000.00. 
  
 Please confirm that the foregoing
correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which
this Confirmation relates and indicates your agreement to those terms. 
  

			
	 Very truly yours,

	 Wachovia Bank, N.A.

		
	 By:
	 	 /s/ James L. Collins

	 Name: James L. Collins

	 Title: Vice President



  
 Ref. No. 1055823

  

			
	 Accepted and Confirmed as of date first

	 written above:

	 Novastar Mortgage, Inc.

		
	 By:
	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title: V. P.


  
 Wachovia: 1055823

  









 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	 Date:
	  	January 07, 2005
	 To:
	  	Novastar Mortgage, Inc. (“Counterparty”)
	 Address:
	  	8140 Ward Parkway, Suite 300
	 	  	Kansas City MO
	 	  	64114 USA
	 Fax:
	  	816-237-7515
	 Attention:
	  	Jeremy Messerly
	 From:
	  	Wachovia Bank, N.A. (“Wachovia”)
	 Ref. No:
	  	1055824

  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	Interest Rate Swap
	 Currency for Payments:
	  	U.S. Dollars
	 Notional Amount:
	  	USD 25,000,000.00
	 Term:
	  	 
	 Trade Date:
	  	January 06,2005
	 Effective Date:
	  	January 25, 2005.
	 Termination Date:
	  	 January 25, 2008 in respect of Floating Amounts, subject to adjustment in accordance with the Modified Following Business Day
Convention.
 January 25, 2008 in respect of Fixed Amounts

	 Fixed Amounts:
	  	 
		
	 Fixed Rate Payer:
	  	Counterparty
	 Period End Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date; No Adjustment.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following

  
 Wachovia: 1055824

  










			
	 Business Day:
	  	New York
	 Fixed Rate:
	  	3.7525%
	 Fixed Rate Day Count fraction:
	  	30/360
	 Floating Amounts:
	  	 
		
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date, subject to adjustment in accordance with the Modified following Business Day
Convention.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial
	  	Determined two London Banking Days prior to the Effective Date
	 Calculation Period:
	  	 
	 Floating Rate Option:
	  	USD–LIBOR–BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count
	  	Actual/360
	 Fraction:
	  	 
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal places per the ISDA Definitions.

  
 2. The additional provisions of this
Confirmation are as follows: 
  

			
	 Calculation Agent:
	  	As per the Master Agreement
	 Payment Instructions:
	  	Wachovia Bank, N.A.
	 	  	CIB Group, ABA 053000219
	 	  	Ref: Derivative Desk (Trade No: 1055824)
	 	  	Account #: 04659360006116
	 Wachovia Contacts:
	  	Settlement and/or Rate Resets:
	 	  	1-800-249-3865
	 	  	1-704-383-8429
		
	 	  	Documentation:
	 	  	Tel: (704) 383-4599
	 	  	Fax: (704) 383-9139
		
	 	  	Collateral:
	 	  	Tel: (704) 383-9529
	 	  	Please quote transaction reference number.
	 Payments to Counterparty:
	  	Please provide written payment instructions.
	 	  	Wachovia will make no payments until
	 	  	written payment instructions are received.
	 	  	Phone: 1–800–249–3865 Fax: 1–704–383–8429

  
 Wachovia: 1055824

  









 Additional Terms 
  
 For purposes of the Credit Support Annex to the ISDA Master Agreement dated as of September 15, 2003 between Wachovia and Counterparty, the “Independent Amount”
for this Transaction is $1,25,000.00. 
  
 Please confirm that the foregoing
correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which
this Confirmation relates and indicates your agreement to those terms. 
  

			
	Very truly yours,
	Wachovia Bank. N.A.
		
	By:	 	 /s/ James L. Collins

	Name: James L. Collins
	Title: Vice President


  
 Ref. No. 1055824

  

			
	 Accepted and Confirmed as of date first
 written above:
 Novastar Mortgage, Inc.

		
	By:	 	 /s/ David L. Farris

	Name:	 	 David L. Farris

	Title:	 	 V.P.


  
 Wachovia: 1055824

  









 

 
  
 SWAP TRANSACTION CONFIRMATION

  
 

 
  

			
	 Date:
	  	 January 21, 2005

	 To:
	  	 Novastar Mortgage, Inc. (“Counterparty”)

	 Address:
	  	 8140 Ward Parkway, Suite 300

	 	  	 Kansas City MO

	 	  	 64114 USA

	 Fax:
	  	 816-237-7515

	 Attention:
	  	 Jeremy Messerly

	 From:
	  	 Wachovia Bank, N.A. (“Wachovia”)

	 Ref. No:
	  	 1061139


  
 Dear Jeremy Messerly: 
  
 This confirms the terms of the Transaction described below between Counterparty and Wachovia.
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions
and provisions and this Confirmation, this Confirmation will govern. 
  
 This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wachovia and Counterparty dated as of September 15, 2003, as amended and supplemented from time to time (the “ISDA Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein. 
  
 1. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	 Transaction Type:
	  	 Interest Rate Swap

	 Currency for Payments:
	  	 U.S. Dollars

	 National Amount:
	  	 USD 20,000,000.00

	 Term:
	  	 
	 Trade Date:
	  	January 12, 2005
	 Effective Date:
	  	January 25, 2005.
	 Termination Date:
	  	January 25, 2008 in respect of Boating Amounts, subject to adjustment in accordance with the Modified Following Business Day Convention. January 25, 2008 in respect of Fixed
Amounts
		
	 Fixed Amounts:
	  	 
		
	 Fixed Rate Payer
	  	Counterparty
	 Period End Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date; No Adjustment.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following

  
 Wachovia: 1061139

  










			
	 Business Day:
	  	New York
	 Fixed Rate:
	  	3.78%
	 Fixed Rate Day Count Fraction:
	  	30/360
	 Floating Amounts:
	  	 
		
	 Floating Rate Payer:
	  	Wachovia
	 Period End Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 Payment Dates:
	  	Monthly on the 25th of each month commencing February 25, 2005, through and including the Termination Date
	 Business Day Convention:
	  	Modified Following
	 Business Day:
	  	New York
	 Floating Rate for initial
	  	2.53%
	 Calculation Period:
	  	 
	 Floating Rate Option:
	  	USD–LIBOR–BBA
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day Count
	  	Actual/360
	 Fraction:
	  	 
	 Floating Rate determined:
	  	Two London Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding convention:
	  	5 decimal places per the ISDA Definitions.

  
 2. The additional provisions of this
Confirmation are as follows: 
  

			
	 Calculation Agent:
	  	As per the Master Agreement
	 Payment Instructions:
	  	Wachovia Bank, N.A.
	 	  	CIB Group, ABA 053000219
	 	  	Ref: Derivative Desk (Trade No: 1061139)
	 	  	Account #: 04659360006116
	 Wachovia Contacts:
	  	Settlement and/or Rate Resets:
	 	  	1–800–249–3865
	 	  	1–704–383–8429
		
	 	  	Documentation:
	 	  	Tel: (704) 383–4599
	 	  	Fax: (704) 383–9139
		
	 	  	Collateral:
	 	  	Tel: (704) 383–9529
	 	  	Please quote transaction reference number.
	 Payments to Counterparty:
	  	Please provide written payment instructions.
	 	  	Wachovia will make no payments until
	 	  	written payment instructions are received.
	 	  	Phone: 1–800–249–3865 Fax: 1–704–383–8429

  
 Wachovia: 1061139

  









 Additional Terms 
  
 For purposes of the Credit Support Annex to the ISDA Master Agreement dated as of September 15, 2003 between Wachovia and Counterparty, the
“Independent Amount” for this Transaction is $100,000.00. 
  
 Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms
of the Transaction to which this Confirmation relates and indicates your agreement to those terms. 
  

			
	 Very truly yours,

	 Wachovia Bank, N.A.

		
	 By:
	 	 /s/ James L. Collins

	 Name:
	 	 James L. Collins

	 Title:
	 	 Vice President



  
 Ref. No. 1061139

  
 Accepted and Confirmed as of date first 
 written above: 
 Novastar Mortgage, Inc. 
  

			
		
	 By:
	 	 /s/ David L. Farris

	 Name:
	 	 David L. Farris

	 Title:
	 	 V.P.


  
 Wachovia: 1061139

  









 Exhibit II 
  

[Form of New Agreement attached behind this page] 
  

 8