AMENDMENT NUMBER THIRTEEN
Amended and Restated Master Loan and Security Agreement
Dated as of March 27, 2000
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
This AMENDMENT NUMBER THIRTEEN is made this 31st day of March, 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.
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. As of the Effective Date, the following definitions shall be
inserted into Section 1.01:
"Stockholder's Equity" shall mean, as of any date, the amount of the
total equity capitalization of the Borrower and its consolidated
Subsidiaries as shown on its balance sheet as of such date and calculated
in accordance with GAAP.
"Subordinated Debt" shall mean all Indebtedness to a Trust Preferred
Subsidiary which appears on the Borrower's balance sheet as "Liability to
subsidiary trusts issuing preferred and capital securities".
"Trust Preferred Subsidiary" means any statutory trust that is a
Subsidiary of the Borrower created for the sole purpose of issuing and
selling its preferred securities and using the proceeds therefrom to
acquire junior subordinated Indebtedness of the Borrower.
SECTION 2. As of the Effective Date, the definition of Tangible Net Worth
in Section 1.01 shall be deleted and replaced in its entirety with the
"Tangible Net Worth" shall mean, with respect to any Person, as of any
date of determination, the consolidated Net Worth of such Person and its
Subsidiaries including any Subordinated Debt, less the consolidated net
book value of all assets of such Person and its Subsidiaries (to the extent
reflected as an asset in the balance sheet of such Person or any Subsidiary
at such date) which will be treated as intangibles under GAAP, including,
without limitation, such items as deferred financing expenses, net
leasehold improvements, good will, trademarks, trade names, service marks,
copyrights, patents, licenses and unamortized debt discount and expense.
SECTION 3. As of the Effective Date, Section 7.09(a) of the Agreement shall
be deleted and the following shall be inserted in its place:
"(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 $45,000,000 shall be comprised of
SECTION 4. As of the Effective Date, a new Section shall be inserted after
Section 7.26 as follows:
"7.27 Certificate of a Responsible Officer of the Borrower. Not
later than 90 days after the Company's filing of each Form 10-K, and within
30 days after the filing of each Form 10-Q, (and, if Lender reasonably
requests at any other time, not later than the last Business Day of such
month following such Lender request), Borrower shall forward to the Lender
(to the attention of the Credit Department) a certificate of a Responsible
Officer of such Borrower which demonstrates that such Borrower is in
compliance with the covenants set forth in Section 7.09 of this Loan
SECTION 5. Effectiveness. This Amendment Number Thirteen shall be effective
as of the Effective Date.
SECTION 6. Defined Terms. Any terms capitalized but not otherwise defined
herein shall have the respective meanings set forth in the Agreement.
SECTION 7. 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 Thirteen (including all reasonable fees and out of pocket costs
and expenses of the Lender's legal counsel incurred in connection with this
Amendment Number Thirteen), in accordance with Section 11.03 of the Agreement
SECTION 8. 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 Thirteen 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
reference in any of such items to the Agreement being sufficient to refer to the
Agreement as amended hereby.
SECTION 9. 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 10. Governing Law. This Amendment Number Thirteen 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
SECTION 11. Counterparts.. This Amendment Number Thirteen 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 Thirteen to be executed and delivered by their duly authorized
officers as of the day and year first above written.
HANOVER CAPITAL MORTGAGE HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: President and CEO
GREENWICH CAPITAL FINANCIAL
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director