Unassociated Document


    AMENDMENT
      NUMBER SEVENTEEN

    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 SEVENTEEN is made this 5th
      day
      of
July,
      2007, among HANOVER CAPITAL MORTGAGE HOLDINGS, INC. having an address
      at 200 Metroplex Drive, Suite 100, Edison, New Jersey 08817 (“the Borrower”)
and
      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600
      Steamboat Road, Greenwich, Connecticut 06830 (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, increase the Maximum Committed Amount,
and
      reduce the Stockholder Equity component of the Tangible Net Worth that the
      Borrower
      is required to maintain, each as more specifically set forth
      herein;

    


    WHEREAS,
      in connection with the extension of the Termination Date hereunder,
      the Borrower has agreed to pay to the Lender an additional Commitment Fee
equal
      to
      $350,000 upon the execution of this Amendment Number Seventeen;

    


    WHEREAS,
      as of the date of this Amendment Number Seventeen, 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. Amendments.

    


    (a)
       Effective
      as of July 12, 2007, Section 1.01 of the Agreement is hereby amended
      by deleting the definition of “Maximum Committed Amount” in its entirety and
replacing
      it with the following:

    


    “Maximum
      Committed Amount”
shall
      mean $20,000,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
       Effective
      as of July 12, 2007 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 July 12, 2008 or such earlier date on which
      this Loan Agreement shall terminate in accordance with the provisions
hereof
      or
      by operation of law.

    


    (c)
       Effective
      as of July 12, 2007, Section 7.09(a) of the Agreement is hereby amended
      by deleting such subsection in its entirety and replacing it with the
following:

    


    (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 $38,000,000 shall be comprised of Stockholder’s Equity.

    


    SECTION
      2. Commitment
      Fee.
      In
      order to induce the Lender to enter into this Amendment
      Number Seventeen, 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 Seventeen, an additional
commitment
      fee in the amount of $350,000. Such additional commitment fee shall be
paid
      in
      dollars in immediately available funds, in accordance with the Lender’s
instructions.
      Such additional commitment fee shall be in addition to any commitment fee
payable
      by the Borrower pursuant to the Agreement.

    


    SECTION
      3. Effectiveness.
      This
      Amendment Number Seventeen 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 Seventeen (including all reasonable fees and out of pocket costs and
      expenses
      of the Lender’s legal counsel incurred in connection with this Amendment
Number
      Seventeen), 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 Seventeen 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 Seventeen 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 Seventeen 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.

     

    IN
      WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment
      Number Seventeen 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/
              John
              A. Burchett
	 	
              
Name:
              John A. Burchett
	 	Title:
              President and CEO


    

    
       

      
        	 	 	 
	 	
                
                  GREENWICH
                    CAPITAL FINANCIAL

                  PRODUCTS,
                    INC.
(Lender)

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Johan Eveland
	 	
                

                Name:
                  Johan Eveland

              
	 	Title:
                Managing Director