Exhibit 10.31.4
AMENDMENT NUMBER SEVEN
to the
Amended and Restated Master Loan and Security Agreement
Dated as of March 27, 2000
among
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
HANOVER CAPITAL PARTNERS LTD
and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
This AMENDMENT NUMBER SEVEN is made this 27th day of April,
2003, among HANOVER CAPITAL MORTGAGE HOLDINGS, INC. and HANOVER CAPITAL PARTNERS
LTD, each having an address at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx, 00000
(each, a "Borrower" and collectively, "the Borrowers") and GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC., having an address at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 (the "Lender"), to the Amended and Restated Master Loan and
Security Agreement, dated as of March 27, 2000, by and between the Borrowers and
the Lender, as amended (the "Agreement"). Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.
RECITALS
WHEREAS, the Borrowers have requested that the Lender agree to
amend the Agreement, subject to the terms hereof, to extend the term thereof to
April 26, 2004 and the Lender has agreed to such request, and the Borrowers and
the Lender have agreed to make such additional modifications to the Agreement as
more expressly set forth below.
WHEREAS, as of the date of this Amendment Number Seven, the
Borrowers represent to the Lender that they are in compliance with all of the
representations and warranties and all of the affirmative and negative covenants
set forth in the Agreement.
WHEREAS, in order to induce the Lender to enter into this
Amendment Number Seven the Borrowers have agreed to pay the Lender a facility
fee in an amount equal to $250,000.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Effective as of April 27, 2003, the definition of
"Termination Date" in Section 1 of the Agreement is hereby amended to read in
its entirety as follows:
"Termination Date" shall mean April 26, 2004 or such
earlier date on which this Loan Agreement shall terminate in
accordance with the provisions hereof or by operation of law.
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SECTION 2. Effective as of April 27, 2003, Section 3.06 of the
Loan Agreement is hereby amended by adding the following sentences to the end of
such section:
On April 27, 2003, the Borrowers shall pay to the Lender a
facility fee in connection with the extension of the
Termination Date hereunder, equal to $250,000. Such facility
fee shall not be subject to offset or credit against any
underwriting fees earned by the Lender at any time. The
extension of the Termination Date to April 26, 2004 shall
become effective upon receipt by the Lender of such facility
fee.
SECTION 3. Defined Terms. Any terms capitalized but not
otherwise defined herein shall have the respective meanings set forth in the
Agreement.
SECTION 4. Fees and Expenses. The Borrowers agree to pay to
the Lender all fees and out of pocket expenses incurred by the Lender in
connection with this Amendment Number Seven (including all reasonable fees and
out of pocket costs and expenses of the Lender's legal counsel incurred in
connection with this Amendment Number Seven), in accordance with Section 11.03
of the Agreement
SECTION 5. Facility Fee. As set forth in Section 3.06 of the
Loan Agreement as amended herein, in order to induce the Lender to enter into
this Amendment Number Seven, the Borrowers hereby agree to pay to the Lender, in
addition to any other amounts required pursuant to the Agreement, a facility fee
equal to $250,000 to be paid to the Lender upon execution of this Amendment
Number Seven. Such facility fee shall be paid in dollars, in immediately
available funds, in accordance with the Lender's instructions. This Amendment
Number Seven shall be effective upon the Lender's receipt of such facility fee.
SECTION 6. Limited Effect. Except as amended hereby, the
Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment Number Seven need not be made in the Agreement or
any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to, or with respect
to, the Agreement, any reference in any of such items to the Agreement being
sufficient to refer to the Agreement as amended hereby.
SECTION 7. Representations. The Borrowers hereby represent to
the Lender that as of the date hereof, the Borrowers are in full compliance with
all of the terms and conditions of the Agreement and no Default or Event of
Default has occurred and is continuing under the Agreement.
SECTION 8. Governing Law. This Amendment Number Seven 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 such laws without regard to conflict of laws doctrine applied
in such state (other than Section 5-1401 of the New York General Obligations
Law).
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SECTION 9. Counterparts. This Amendment Number Seven may be
executed by each of the parties hereto on any number of separate counterparts,
each of which shall be an original and all of which taken together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the Borrowers and the Lender have caused
this Amendment Number Seven to be executed and delivered by their duly
authorized officers as of the day and year first above written.
HANOVER CAPITAL MORTGAGE
HOLDINGS, INC.
(Borrower)
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer and President
HANOVER CAPITAL PARTNERS LTD
(Borrower)
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
(Lender)
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
