AMENDMENT NUMBER SEVENTEEN to the Amended and Restated Master Loan and Security Agreement Dated as of March 27, 2000 among HANOVER CAPITAL MORTGAGE HOLDINGS, INC. and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
AMENDMENT
NUMBER SEVENTEEN
to
the
Amended
and Restated Master Loan and Security Agreement
Dated
as
of March 27, 2000
among
HANOVER
CAPITAL MORTGAGE HOLDINGS, INC.
and
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
This
AMENDMENT NUMBER SEVENTEEN is made this 5th
day
of
July,
2007, among HANOVER CAPITAL MORTGAGE HOLDINGS, INC. having an address
at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxx Xxxxxx 00000 (“the Borrower”)
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 Borrower, Hanover Capital Partners Ltd. 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 Borrower and the Lender have agreed to amend the Agreement
to extend the Termination Date, increase the Maximum Committed Amount,
and
reduce the Stockholder Equity component of the Tangible Net Worth that the
Borrower
is required to maintain, each as more specifically set forth
herein;
WHEREAS,
in connection with the extension of the Termination Date hereunder,
the Borrower has agreed to pay to the Lender an additional Commitment Fee
equal
to
$350,000 upon the execution of this Amendment Number Seventeen;
WHEREAS,
as of the date of this Amendment Number Seventeen, the Borrower
represents to the Lender that it is in compliance with all of the
representations and
warranties and all of the affirmative and negative covenants set forth in the
Agreement
and is not in default under the Agreement; and
WHEREAS,
the Borrower and the Lender have agreed to amend the Agreement
as set forth herein.
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. Amendments.
(a)
Effective
as of July 12, 2007, Section 1.01 of the Agreement is hereby amended
by deleting the definition of “Maximum Committed Amount” in its entirety and
replacing
it with the following:
“Maximum
Committed Amount”
shall
mean $20,000,000.
(b)
Effective
as of July 12, 2007 Section 1.01 of the Agreement is hereby amended
by deleting the definition of Termination Date in its entirety and replacing
it
with
the
following:
“Termination
Date”
shall
mean July 12, 2008 or such earlier date on which
this Loan Agreement shall terminate in accordance with the provisions
hereof
or
by operation of law.
(c)
Effective
as of July 12, 2007, Section 7.09(a) of the Agreement is hereby amended
by deleting such subsection in its entirety and replacing it with the
following:
(a)
Maintenance
of Tangible Net Worth.
Hanover
Capital Holdings shall at
all
times maintain Tangible Net Worth of not less than $56,000,000, of which a
minimum
of $38,000,000 shall be comprised of Stockholder’s Equity.
SECTION
2. Commitment
Fee.
In
order to induce the Lender to enter into this Amendment
Number Seventeen, the Borrower hereby agrees to pay to the Lender, in
addition
to any other amounts required pursuant to the Agreement and as a condition
precedent
to the effectiveness of this Amendment Number Seventeen, an additional
commitment
fee in the amount of $350,000. Such additional commitment fee shall be
paid
in
dollars in immediately available funds, in accordance with the Lender’s
instructions.
Such additional commitment fee shall be in addition to any commitment fee
payable
by the Borrower pursuant to the Agreement.
SECTION
3. Effectiveness.
This
Amendment Number Seventeen shall be effective
as of the Effective Date.
SECTION
4. Defined
Terms.
Any
terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Agreement.
SECTION
5. Fees
and Expenses.
The
Borrower agrees to pay to the Lender all fees
and
out of pocket expenses incurred by the Lender in connection with this
Amendment
Number Seventeen (including all reasonable fees and out of pocket costs and
expenses
of the Lender’s legal counsel incurred in connection with this Amendment
Number
Seventeen), in accordance with Section 11.03 of the Agreement.
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 Seventeen 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
Borrower hereby represents to the Lender that
as
of the date hereof, the Borrower is 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 Seventeen 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
Sections 5-1401
and 5-1402 of the New York General Obligations Law).
SECTION
9. Counterparts.
This
Amendment Number Seventeen 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.
IN
WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment
Number Seventeen 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)
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By: | /s/ Xxxx X. Xxxxxxxx | |
Name: Xxxx X. Xxxxxxxx |
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Title: President and CEO |
GREENWICH
CAPITAL FINANCIAL
PRODUCTS,
INC. (Lender) |
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By: | /s/ Xxxxx Xxxxxxx | |
Name:
Xxxxx Xxxxxxx
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Title: Managing Director |