Exhibit 10.31.12
AMENDMENT NUMBER FIFTEEN
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 FIFTEEN is made this 14th day of June, 2006, (the
"Effective Date") 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 as more specifically set forth herein;
WHEREAS, as of the date of this Amendment Number Fifteen, 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. Amendment. As of the Effective Date, Section 1.01 of the
Agreement is hereby amended as follows:
(a) be deleting the definitions of "Maximum Committed Amount" and "Maximum
Credit" in their entirety and replacing them with the following:
"Maximum Committed Amount" shall mean $10,000,000.
"Maximum Credit" shall mean the sum of the Maximum Committed Amount
and the Maximum Uncommitted Amount, which on the date hereof shall equal
$10,000,000.
(b) by deleting the definition of "Termination Date" in its entirety and
replacing it with the following:
"Termination Date" shall mean June 13, 2007 or such earlier date on
which this Loan Agreement shall terminate in accordance with the provisions
hereof or by operation of law.
SECTION 2. Fee. In order to induce the Lender to enter into this Amendment
Number Fifteen, 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 Fifteen, a renewal fee
in the amount of $175,000.
SECTION 3. Effectiveness. This Amendment Number Fifteen 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 Fifteen (including all reasonable fees and out of pocket costs
and expenses of the Lender's legal counsel incurred in connection with this
Amendment Number Fifteen), 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 Fifteen 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 Fifteen 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 Fifteen 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 Borrower and the Lender have caused this Amendment
Number Fifteen 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: CEO and President
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
(Lender)
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
