exv10w31w15



 





Exhibit 10.31.15




Greenwich Capital Financial Products, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830




	 	 	 
	 

	 	October 22, 2007






Hanover Capital Mortgage Holdings, Inc.

200 Metroplex Drive, Suite 100

Edison, New Jersey 08817

Attention: Chief Financial Officer





	 	Re:	 	Amended and Restated Master Loan and Security Agreement —

Maintenance of Tangible Net Worth Covenant





Ladies and Gentlemen:




     Reference is hereby made to the Amended and Restated Master Loan and Security Agreement, dated
as of March 27, 2000, by and between HANOVER CAPITAL MORTGAGE HOLDINGS, INC. (the
“Borrower”) and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (the “Lender”), as
amended (the “Agreement”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.



     Pursuant to Section 7.09(a) of the Agreement, the Borrower has agreed that the Borrower shall
insure that, at all times, it maintains Tangible Net Worth of not less then $56,000,000, of which a
minimum of $38,000,000 shall be comprised of Stockholder’s Equity (the “Maintenance of Tangible
Net Worth Covenant”).



     The Lender hereby acknowledges that the Borrower was not in compliance with the Maintenance of
Tangible Net Worth Covenant as of September 30,, 2007. With regard to such failure on such date
and continuing through and including December 31, 2007,, the Lender hereby waives its right
pursuant to Section 8 of the Agreement to declare an Event of Default under the Agreement and
hereby agrees that such failure as of such date, and continuing through and including December 31,
2007, shall not be deemed to be a breach of any representations, warranties or financial covenant
in the Agreement, provided no other Events of Default occur during such period.



     The parties hereto acknowledge and agree that subject to the provisions of this waiver letter,
the provisions of the Agreement remain in full force and effect and that the execution of this
waiver letter by the Lender does not operate as a waiver of any of its rights, powers, or
privileges under the Agreement or under any of the other Governing Agreements, including without
limitation any future breaches of, or Defaults or Events of Default under, the Agreement, including
any based on the failure by the Borrower to satisfy all or any portion of the Maintenance of
Tangible Net Worth Covenant at any time other than for the period September 30, 2007 through and
including December 31, 2007.



 









 





     This waiver letter constitutes the entire agreement relating to the subject matter hereof
between the parties hereto and supersedes any prior oral or written agreement between the parties
hereto.



     This waiver letter 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).



     This waiver letter may be executed in any number of counterparts, each of which (including any
copy hereof delivered by facsimile) shall constitute one and the same original instrument, and
either party hereto may execute this waiver letter by signing any such counterpart.



[signature page follows]




 









 





     Please confirm that the foregoing specifies the terms of our agreement by signing and
returning the enclosed copy of this waiver letter to Greenwich Capital Financial Products, Inc., at
600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Craig Eckes.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	GREENWICH CAPITAL

FINANCIAL PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John Barbera	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	John  Barbera	 	 
	 

	 	Title:	 	Senior Vice President	 	 





Acknowledged and Agreed:




HANOVER CAPITAL MORTGAGE HOLDINGS, INC.




	 	 	 	 	 
	By:

	 	/s/ John A. Burchett	 	 
	 

	 	 	 	 
	Name:
	 	John A. Burchett	 	 
	Title:
	 	Chairman, President