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MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT ("Agreement") is made this __ day of June,
1997, by and between FLEET NATIONAL BANK, a national banking association having
a place of business at 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000
(the "Bank"), HANOVER CAPITAL PARTNERS, LTD., a New York corporation
("Hanover"), HANOVER CAPITAL MORTGAGE CORPORATION ("Mortgage"), HANOVER CAPITAL
MORTGAGE FUND, INC. ("Fund"), HANOVER CAPITAL SECURITIES, INC. ("Securities"),
HANOVER CAPITAL PARTNERS, LTD. ("Partners"), HANOVER CAPITAL ADVISORS, INC.
("Advisors") and XXXX X. XXXXXXXX ("Xxxxxxxx"), each with an address at 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Hanover, Mortgage, Fund, Securities,
Partners, Advisors and Xxxxxxxx are sometimes collectively referred to as the
"Obligors").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Obligors are indebted, either directly or indirectly, to
Bank for that certain facility extended by Bank to Hanover of $2,000,000.00
(the "Loan"), as evidenced by that certain $2,000,000.00 Revolving Credit
Agreement, dated December 10, 1996 by and between Hanover and the Bank (the
"Credit Agreement"); and
Whereas, pursuant to the terms of the Credit Agreement, the Loan is
further evidenced by that certain Reducing Revolver Note in the original
principal amount of $2,000,000.00, dated December 10, 1996 executed by Hanover
(the "Note"); and copies of which are attached hereto as Exhibit A; and
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WHEREAS, the Obligors have requested the Bank to provide additional
interim financing and the Bank has agreed to the Obligors' request, subject to
the provisions as referenced herein.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. The Obligors reaffirm the terms and provisions of the documents
executed in connection with the Loan to which they are parties (collectively,
the "Existing Documents") and the parties agree that, except as modified
herein, the Existing Documents shall remain in full force and effect.
2. Simultaneous with the execution hereof, the Executed Documents,
including the Credit Agreement, shall be modified by amending Section 1.01 of
the Credit Agreement to provide that the Revolving Loan Ceiling, as that term
is defined therein, shall be restated to Two Million Three Hundred Thousand
Dollars ($2,300,000.00) through September 1, 1997. In addition, the following
modifications to the existing Documents, including the Credit Agreement shall
be made simultaneously with the execution of this Agreement: (a) subparagraph
(iii) of the definitional section as to 'Revolving Loan Ceiling', as that term
is defined in Section 1.01 of the Credit Agreement, shall be restated to One
Million Eight Hundred Fifty Thousand Dollars ($1,850,000.00); (b) subparagraph
(iv) of the definitional section as to 'Revolving Loan Ceiling', as that term
is defined in Section 1.01 of the
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Credit Agreement, shall be restated to One Million Seven Hundred Thousand
Dollars ($1,700,000.00); (c) subparagraph (v) of the definitional section as to
'Revolving Loan Ceiling', as that term is defined in Section 1.01 of the Credit
Agreement, shall be restated to One Million Five Hundred Fifty Thousand Dollars
($1,550,000.00); (d) subparagraph (vi) of the definitional section as to
'Revolving Loan Ceiling', as that term is defined in Section 1.01 of the Credit
Agreement, shall be restated to One Million Four Hundred Thousand Dollars
($1,400,00.00); (e) subparagraph (vii) of the definitional section as to
'Revolving Loan Ceiling', as that term is defined in Section 1.01 of the Credit
Agreement, shall be restated to One Million Two Hundred Fifty Thousand Dollars
($1,250,000.00).
3. In order to further secure its obligations under the Loan, Hanover shall
execute and deliver to Bank an assignment of that certain Asset Management
Agreement in form attached hereto as Exhibit A.
4. Each of the Obligors does hereby release Bank, its agents, employees,
attorneys, stockholders, officers and directors from and against any and all
claims, demands, penalties, causes of action, liabilities, damages, costs or
expenses of whatever kind or nature arising out of or in any way related to the
execution of this Agreement and the documents executed in connection therewith.
4. This Agreement represents the entire agreement between the parties with
respect to the matters as set forth herein and supersedes any and all other
prior agreements and understandings,
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if any. Rhode Island law shall govern this Agreement. The Obligor approves the
terms and conditions herein, and causes this Agreement to be executed by its
duly authorized representative freely and voluntarily, without duress.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by either themselves or their duly authorized representatives on the
day and year first written above.
WITNESS: FLEET NATIONAL BANK
-------------------------------- By:
--------------------------
Xxxxxxx X. Xxxxxxx
Its: Vice President
HANOVER CAPITAL PARTNERS, LTD.
-------------------------------- By:
--------------------------
Its:
-------------------------
-------------------------------- -----------------------------
XXXX X. XXXXXXXX
-------------------------------- HANOVER CAPITAL
MORTGAGE CORPORATION
By:
--------------------------
Its:
-------------------------
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_____________________________ HANOVER CAPITAL
MORTGAGE FUND, INC.
By: _________________________________
Its: ________________________________
_____________________________ HANOVER CAPITAL
SECURITIES, INC.
By: _________________________________
Its: ________________________________
_____________________________ HANOVER CAPITAL
ADVISORS, INC.
By: _________________________________
Its: ________________________________
STATE OF __________________
COUNTY OF _________________
In ______________, on the ____ day of June, 1997, before me personally
appeared __________, _________ of Hanover Capital Partners, Ltd., to me known
and known by me to be the person executing the foregoing instrument, and he
acknowledged said instrument by him executed to be his free act and deed in said
capacity and the free act and deed of Hanover Capital Partners, Ltd.
_____________________________________
Notary Public
My commission expires: ______________
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STATE OF __________________
COUNTY OF _________________
In ______________, on the ____ day of June, 1977, before me personally
appeared __________, _________ of Hanover Capital Mortgage Corporation, to me
known and known by me to be the person executing the foregoing instrument, and
he acknowledged said instrument by him executed to be his free act and deed in
said capacity and the free act and deed of Hanover Capital Mortgage Corporation.
_____________________________________
Notary Public
My commission expires: ______________
STATE OF __________________
COUNTY OF _________________
In ______________, on the ____ day of June, 1977, before me personally
appeared __________, _________ of Hanover Capital Mortgage Fund, Inc., to me
known and known by me to be the person executing the foregoing instrument, and
he acknowledged said instrument by him executed to be his free act and deed in
said capacity and the free act and deed of Hanover Capital Mortgage Fund, Inc.
_____________________________________
Notary Public
My commission expires: ______________
STATE OF __________________
COUNTY OF _________________
In ______________, on the ____ day of June, 1977, before me personally
appeared __________, _________ of Hanover Capital Securities, Inc., to me known
and known by me to be the person executing the foregoing instrument, and he
acknowledged said instrument by him executed to be his free act and deed in said
capacity and the free act and deed of Hanover Capital Securities, Inc.
_____________________________________
Notary Public
My commission expires: ______________
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STATE OF __________________
COUNTY OF _________________
In ______________, on the ____ day of June, 1977, before me personally
appeared __________, _________ of Hanover Capital Advisors, Ltd., to me
known and known by me to be the person executing the foregoing instrument, and
he acknowledged said instrument by him executed to be his free act and deed in
said capacity and the free act and deed of Hanover Capital Advisors, Ltd.
_____________________________________
Notary Public
My commission expires: ______________
STATE OF __________________
COUNTY OF _________________
In ______________, on the ____ day of June, 1977, before me personally
appeared Xxxx X. Xxxxxxxx, to me known and known by me to be the person
executing the foregoing instrument, and he acknowledged said instrument by him
executed to be his free act and deed.
_____________________________________
Notary Public
My commission expires: ______________
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STATE OF RHODE ISLAND
------------------
COUNTY OF PROVIDENCE
------------------
In Providence, on the ____ day of June, 1977, before me personally appeared
Xxxxxxx X. Xxxxxxx, Vice President of Fleet National Bank, to me known and known
by me to be the person executing the foregoing instrument, and he acknowledged
said instrument by him executed to be his free act and deed in said capacity and
the free act and deed of Fleet National Bank.
_____________________________________
Notary Public
My commission expires: ______________
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ASSIGNMENT
HANOVER CAPITAL PARTNERS, LTD., a New York corporation, having a place of
business at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("Assignor"), for good and
valuable consideration, the receipt of which is hereby acknowledged by Fleet
National Bank, a national banking association, with an office located at
111 Westminster Street, Providence, Rhode Island ("Assignee"), and pursuant to
the terms of that certain Modification Agreement of even date among the Assignor
and the Assignee, among others, hereby transfers and assigns to Assignee all of
its rights, title and interest to those instruments and documents further
described on EXHIBIT A attached hereto to Assignee WITH RECOURSE.
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed
by its duly authorized representative on this ______ day of June, 1997.
WITNESS: HANOVER CAPITAL PARTNERS, LTD.
________________________ By: __________________________
Its: _________________________
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STATE OF __________________
COUNTY OF _________________
In ______________, on the ____ day of June, 1977, before me personally
appeared __________, _________ of Hanover Capital Partners, Ltd., to me known
and known by me to be the person executing the foregoing instrument, and he/she
acknowledged said instrument by him/her executed to be his/her free act and deed
and the free act and deed of Hanover Capital Partners, Ltd.
_____________________________________
Notary Public
My commission expires: ______________
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