SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Irma N. Tavares)Employment Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • New Jersey
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Hanover Capital Mortgage Holdings, Inc., a Maryland corporation, with its offices located at 200 Metroplex Drive, Suite 100, Edison, New Jersey 08817 (“Hanover”), or any successor to Hanover (the “Company”), and Irma N. Tavares (the “Employee”), an individual whose residence is 1260 Lenape Way, Scotch Plains, New Jersey 07076. This Agreement is an amendment and restatement of that certain employment agreement entered into between the Company and the Employee as of July 1, 2007 (the “Prior Agreement”), and supersedes that Prior Agreement in all respects. This Agreement is effective as of the 30th day of September, 2008 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 30, 2008, AMONG WALTER INDUSTRIES, INC., JWH HOLDING COMPANY, LLC AND HANOVER CAPITAL MORTGAGE HOLDINGS, INC.Merger Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 30, 2008, is among Walter Industries, Inc., a Delaware corporation (“Walter”), JWH Holding Company, LLC, a Delaware limited liability company wholly-owned by Walter (“Spinco”), and Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (“Hanover”) (Walter, Spinco and Hanover, collectively, the “Parties” and each a “Party”).
Re: Second Amended and Restated Retention AgreementRetention Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • New Jersey
As you know, this year has been a very challenging one for our industry. We recognize that it may also, unfortunately, have had an unsettling effect on some of our key employees. We would like to offer you the retention agreement set forth below in an effort to reduce concerns that you might have about your immediate future, and to assure that you will be available to assist us during the next year, which we believe will be crucial to our future.
EXCHANGE AGREEMENT DATED AS OF SEPTEMBER 30, 2008, AMONG HANOVER CAPITAL MORTGAGE HOLDINGS, INC., AMSTER TRADING COMPANY AND RAMAT SECURITIES, LTDExchange Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • New York
EXCHANGE AGREEMENT, dated as of September 30, 2008 (this “Agreement”), among Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (“Hanover”), Amster Trading Company, an Ohio corporation, and Ramat Securities, LTD, an Ohio limited liability company (each a “Seller” and, collectively, the “Sellers”).
THIRD AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • Maryland
This Third Amendment (the “Amendment”) to Stockholder Protection Rights Agreement is entered into as of September 30, 2008, by and between Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association f/k/a EquiServe Trust Company, N.A., successor rights agent to State Street Bank & Trust Company (the “Rights Agent”).
VOTING AGREEMENTVoting Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • Maryland
VOTING AGREEMENT, dated as of September 30, 2008 (this “Agreement”), among Walter Industries, Inc., a Delaware corporation (“Walter”), JWH Holding Company, LLC, a Delaware limited liability company (“JWH”), and each of the stockholders of Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (“Hanover”), signatory hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and, solely for the purposes of Section 5.2 hereof, Hanover.
SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • New York
This Securities Account Control Agreement (the “Agreement”) dated as of September 25, 2008 among Hanover Capital Mortgage Holdings, Inc. (the “Debtor”), JWH Holding Company, LLC (the “Secured Party”) and Regions Bank (the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meanings assigned in the Loan and Security Agreement, to be entered into as of September 26, 2008, between Debtor and the Secured Party (the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.
September 30, 2008Retention Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • New Jersey
As you know, this year has been a very challenging one for our industry. We recognize that it may also, unfortunately, have had an unsettling effect on some of our key employees. We would like to offer you the retention agreement set forth below in an effort to reduce concerns that you might have about your immediate future, and to assure that you will be available to assist us during the next year, which we believe will be crucial to our future.
ContractLoan and Security Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • New York
LOAN AND SECURITY AGREEMENT dated as of September 26, 2008 between HANOVER CAPITAL MORTGAGE HOLDINGS, INC. (the “Borrower”) and JWH HOLDING COMPANY, LLC (the “Lender”).
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • New York
This SOFTWARE LICENSE AGREEMENT (the “Agreement”) made and entered into this 30th day of September, 2008 (“Effective Date”) by and between Hanover Capital Mortgage Holdings, Inc., a corporation duly organized and existing under the laws of the State of Maryland and having principal offices at 200 Metroplex Drive, Suite 100, Edison, New Jersey 08817 (“Hanover”), and JWH Holding Company, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware and having principal offices at 4211 W. Boy Scout Boulevard, Tampa, Florida 33607 (“JWH”, and together with Hanover, the “Parties” and each a “Party”).
