DISCHARGE AGREEMENT
Exhibit 10.1.19
This Agreement is made as of this 17th day of April, 2009 by and between HANOVER CAPITAL
MORTGAGE HOLDINGS, INC. (the “Company”) and WILMINGTON TRUST COMPANY, as trustee (the
“Trustee”).
WHEREAS, the Company has issued its $20,620,000 Junior Subordinated Debt Securities due 2035
(the “Securities”) pursuant to an Indenture (the “Indenture”), dated as of November
4, 2005, between the Company and the Trustee;
WHEREAS, pursuant to Section 12.01 of the Indenture, (i) the Trustee has received for
cancellation all of the Securities previously authenticated under the Indenture (other than
Securities that have been destroyed, lost or stolen), (ii) the Company has paid or caused to be
paid all other sums payable by the Company under the Indenture and (iii) the Company has delivered
an Officers’ Certificate and Opinion of Counsel each stating that all conditions precedent provided
for in the Indenture relating to the satisfaction and discharge of the Indenture have been complied
with by the Company; and
WHEREAS, the Company has requested that the Trustee execute proper instruments acknowledging
satisfaction and discharge of the Indenture;
NOW THEREFORE, the Company and the Trustee hereby agree as follows:
1. The Trustee hereby acknowledges the full satisfaction and discharge of the Indenture and
the Securities, and the Indenture and the Securities and the estate and rights granted thereunder
shall cease to be of further effect, except with respect to any rights and obligations under or
referenced in Section 12.01 of the Indenture, which shall survive such satisfaction and discharge.
2. The Company and the Trustee are hereby released from and against all of their respective
liabilities, obligations and covenants under the terms of the Indenture and the Securities, subject
to the survival of specified provisions as set forth in Paragraph 1 hereof.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of
the date first above written.
HANOVER CAPITAL MORTGAGE HOLDINGS, INC. |
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By: | /s/ Xxxx X. Xxxxxxxx | |||
Xxxx X. Xxxxxxxx | ||||
Chairman, President and Chief Executive Officer |
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WILMINGTON TRUST COMPANY, as Trustee |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Assistant Vice President | |||
AGREED TO AND ACKNOWLEDGED BY: HANOVER STATUTORY TRUST II |
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By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Administrator | |||