Exhibit 10.31.11
AMENDMENT NUMBER FOURTEEN
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 FOURTEEN is made this 15th day of May, 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 Fourteen, 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 by deleting the definition of "Termination
Date" in its entirety and replacing it with the following:
"Termination Date" shall mean June 14, 2006 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 Fourteen, 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 Fourteen,
a fee in the amount of $14,583.00.
SECTION 3. Effectiveness. This Amendment Number Fourteen 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 Fourteen (including all reasonable fees and out
of pocket costs and expenses of the Lender's legal counsel incurred in
connection with this Amendment Number Fourteen), 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 Fourteen 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 Fourteen 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 Fourteen 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 Fourteen 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