EXHIBIT
10.44


 


AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (the “Agreement”) dated as of February 6, 2009 between HANOVER
CAPITAL MORTGAGE HOLDINGS, INC. (the “Borrower”) and JWH HOLDING
COMPANY, LLC (the “Lender”).


 


WHEREAS, the
Borrower and the Lender entered into that certain Loan and Security Agreement,
dated as of September 26, 2008 (the “Original Loan Agreement”); and


 


WHEREAS, the
parties wish to amend and restate the Original Loan Agreement to, among other
things, provide for additional loans to be made by the Lender to the Borrower;


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


ARTICLE I


 


Definitions 


 


As used in this Agreement, the following
terms have the meanings specified below:


 


“Bankruptcy
Event”:  the occurrence of either of
the following: (a) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of the Borrower or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing shall be
entered; or (b) the Borrower shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (a) of this definition, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing.


 


 “Business Day”:  a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by
law to close.


 


“Collateral”:  the Collateral Account, all security
entitlements (as such term is defined in Section 8-102(a)(17) of the New York
UCC) with respect to the Securities and any other financial assets held
therein, and all products and Proceeds of the above.


 


“Collateral
Account”:  Account number 1045005132,
maintained by the Securities Intermediary, which is subject to the Control
Agreement.


 

















 


“Control
Agreement”:  the Securities Account
Control Agreement, dated as of September 25, 2008, among the Borrower, the
Lender and the Securities Intermediary, with respect to the Collateral Account,
as it may be amended from time to time.


 


“dollars”
or “$”:  lawful money of the
United States of America.


 


“Effective
Date”:  the date on which the
conditions specified in Section 4.01 are satisfied.


 


“Exchange
Agreements”:  collectively, the
Exchange Agreement, dated as of September 29, 2008, as amended, among the
Borrower, Amster Trading Company and Ramat Securities, Ltd, and the Exchange
Agreement, dated as of September 29, 2008, as amended, between the
Borrower and Taberna Preferred Funding I, Ltd.


 


“Exchange
Loan Maximum Amount”:  the difference
between (i) $2,750,000 less (ii) the sum of (A) $600,000 plus
(B) the amount of cash otherwise available to the Borrower (as determined in
good faith by the Lender after consultation with the Borrower) on the Final
Exchange Date in order to pay amounts due under the Exchange Agreements.


 


 “Exchange Loans”:  collectively, the First Exchange Loan and the
Final Exchange Loan.


 


“Exchange
Obligations”:  the collective
reference to the unpaid principal of and interest on the Exchange Loans
(including, without limitation, interest accruing at the then applicable rate
provided in this Agreement after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization or like proceeding, relating
to the Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding).


 


“Final
Exchange Date”:  the date on which
the conditions specified in Section 4.03 are satisfied.


 


“Final
Exchange Loan”:  the loan made by the
Lender to the Borrower pursuant to Section 2.03(b) of this Agreement.


 


 “First Exchange Date”:  the date on which the conditions specified in
Section 4.02 are satisfied.


 


“First
Exchange Loan”:  the loan made by the
Lender to the Borrower pursuant to Section 2.03(a) of this Agreement,
in the principal amount of $600,000.


 


“General
Loans”:  the loans made by the Lender
to the Borrower pursuant to Section 2.05 of this Agreement.


 


“General
Obligations”:  the collective
reference to the unpaid principal of and interest on the General Loans
(including, without limitation, interest accruing at the then applicable rate
provided in this Agreement after the filing of any petition in bankruptcy,


 


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or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding).


 


 “GSE”: 
any of the following government-sponsored entities: the Federal National
Mortgage Association, the Government National Mortgage Association, and the
Federal Home Loan Mortgage Corporation.


 


“Hedging
Agreements”:  (a) a rate swap
transaction, swap option, basis swap, forward rate transaction, interest rate
option, cap transaction, floor transaction, collar transaction, credit
protection transaction, credit swap, credit default swap, credit default
option, total return swap, credit spread transaction or other financial
instrument or interest (including any option with respect to any of these
transactions) or (b) a type of transaction that is similar to any
transaction referred to in clause (a) above that is currently, or in the
future becomes, recurrently entered into in the financial markets (including
terms and conditions incorporated by reference in such agreement) and which is
a forward, swap, future, option or other derivative on one or more rates, debt
securities or other debt instruments, economic indices or measures of economic
risk or value, or other benchmarks against which payments or deliveries are to
be made.


 


“LIBOR”:
for any Loan, the rate per annum equal to 3 Month LIBOR as published in the
Wall Street Journal for the Business Day previous to the date the request for
such Loan is made.


 


“Loans”:  the loans made by the Lender to the Borrower
pursuant to this Agreement.


 


“Maturity
Date”:  The earlier of (i) June 26,
2009, (ii) the date on which the Lender demands repayment of the Loans or (iii) the
occurrence of a Bankruptcy Event.


 


“Mortgage
Backed Securities”:  Asset-backed
securities whose cash flows are backed by the principal and interest payments
of a set of mortgage loans.


 


“New York
UCC”:  the Uniform Commercial Code as
from time to time in effect in the State of New York.


 


“Person”:  any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
governmental authority or other entity.


 


“Proceeds”:  all “proceeds” as such term is defined in Section 9-102(a)(64)
of the New York UCC.


 


“Ramius
Facility”:  the Master Repurchase
Agreement, dated as of August 10, 2007 between the Borrower and RCG PB,
Ltd., as it has been amended, supplemented, restated or otherwise modified
through the date hereof.


 


“REIT Loans”:  the loans made by the Lender to the Borrower
pursuant to Section 2.01 of this Agreement.


 


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“REIT
Obligations”:  the collective
reference to the unpaid principal of and interest on the REIT Loans and all
other obligations and liabilities of the Borrower (including, without
limitation, interest accruing at the then applicable rate provided in this
Agreement after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) to the Lender (other than the Exchange Obligations and the
General Obligations), whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with, this Agreement or any other document made,
delivered or given in connection herewith, in each case whether on account of
principal, interest or otherwise.


 


 “Securities”: (i) Mortgage Backed
Securities with prime loan collateral rated AAA guaranteed by a GSE and (ii) any
security issued or guaranteed as to principal or interest by the United States,
or by a Person controlled or supervised by and acting as an instrumentality of
the Government of the United States pursuant to authority granted by the
Congress of the United States, in each case owned by the Borrower, which are
held in the Collateral Account.


 


“Securities
Intermediary”:  Regions Bank, in the
capacity as “securities intermediary” (as such term is defined in Section 8-102(a)(14)
of the New York UCC) with respect to the Collateral Account.


 


ARTICLE II


 


The Loans


 


Section 2.01.          REIT Loans.  Subject to the terms and conditions set forth
herein, beginning on the Effective Date and until the Maturity Date the Lender
agrees to make at the request of the Borrower REIT Loans to the Borrower in an
aggregate amount not to exceed $4,000,000.00 outstanding at any one time.  Subject to compliance with Section 4.01
hereof, the Lender shall make any such requested REIT Loan available to the
Borrower by 12:00 noon on the second Business Day after receiving such request
from the Borrower; provided, however, the initial REIT Loan under the Original
Loan Agreement, in the amount of $1,100,000, was made on September 26,
2008, and an additional REIT Loan under the Original Loan Agreement, in the
amount of $1,200,000, was made on October 30, 2008.  Each such REIT Loan shall be in a minimum
amount of $1,000,000, and shall be in increments of $100,000.  The Borrower shall use the proceeds of any
REIT Loan to purchase Securities, which Securities shall be deposited into the
Collateral Account.


 


Section 2.02.          Interest and
Principal Payments on REIT Loans. 
Each REIT Loan shall bear interest at a rate per annum equal to LIBOR
plus 0.5%. Interest shall be computed on the basis of a year of 360 days, and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).


 


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(a)           The Borrower hereby
unconditionally promises to pay to the Lender the then unpaid principal amount
of the REIT Loans, together with accrued unpaid interest thereon, on the
Maturity Date.


 


(b)           The Borrower shall have
the right at any time and from time to time to prepay the REIT Loans in whole
or in part, together with accrued unpaid interest on the amount of the REIT
Loans so prepaid; provided, however, that the Borrower may make only one such
prepayment during any calendar month. 
Any principal amounts so prepaid may be reborrowed, pursuant to the
provisions of this Agreement.


 


(c)           The Lender shall, on
behalf of the Borrower, maintain at its address referred to in Section 5.01
a register for the recordation of the principal and interest in respect of the
REIT Loans owing from time to time.  The
entries in such register shall be conclusive, in the absence of manifest error.


 


(d)           The Borrower shall make
each payment of the REIT Loans required to be made by it hereunder prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. 
If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension.


 


Section 2.03.          Exchange Loans.  (a) Subject to the terms and conditions
set forth herein, on the First Exchange Date the Lender agrees to make the
First Exchange Loan to the Borrower. 
Subject to compliance with Section 4.02 hereof, the Lender shall
make such requested First Exchange Loan available to the Borrower by 12:00 noon
on the First Exchange Date.  The Borrower
shall use the proceeds of the First Exchange Loan to make the payments due on
the First Exchange Date under the Exchange Agreements.


 


(b)           Subject
to the terms and conditions set forth herein, beginning on the Final Exchange
Date and until the Maturity Date the Lender agrees to make at the request of
the Borrower a single Final Exchange Loan to the Borrower in an amount not to
exceed the Exchange Loan Maximum Amount. 
Subject to compliance with Section 4.03 hereof, the Lender shall
make such requested Final Exchange Loan available to the Borrower by 12:00 noon
on the Business Day after receiving such request from the Borrower.  The Borrower shall use the proceeds of the
Final Exchange Loan to make the payments due under the Exchange Agreements.


 


Section 2.04.          Interest and Principal
Payments.  The Exchange Loans shall
bear interest at a rate per annum equal to LIBOR plus 0.5%. Interest shall be
computed on the basis of a year of 360 days, and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding
the last day).


 


(a)           The Borrower hereby
unconditionally promises to pay to the Lender the then unpaid principal amount
of the Exchange Loans, together with accrued unpaid interest thereon, on the
Maturity Date.


 


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(b)           The Borrower shall have
the right at any time and from time to time to prepay the Exchange Loans in
whole or in part, together with accrued unpaid interest on the amount of the
Exchange Loans so prepaid; provided, however, that the Borrower may make only
one such prepayment during any calendar month. 
Any principal amounts so prepaid may not be reborrowed.


 


(c)           The Lender shall, on
behalf of the Borrower, maintain at its address referred to in Section 5.01
a register for the recordation of the principal and interest in respect of the
Exchange Loans owing from time to time. 
The entries in such register shall be conclusive, in the absence of
manifest error.


 


(d)           The Borrower shall make
each payment of the Exchange Loans required to be made by it hereunder prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. 
If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business
Day, and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension.


 


Section 2.05.          General Loans.  Subject to the terms and conditions set forth
herein, beginning on the Effective Date and until the Maturity Date the Lender
agrees to make at the request of the Borrower General Loans to the Borrower in
an aggregate amount not to exceed $1,000,000 outstanding at any one time.  Subject to compliance with Section 4.01
hereof, the Lender shall make any such requested General Loan available to the
Borrower by 12:00 noon on the second Business Day after receiving such request
from the Borrower.  Each such General
Loan shall be in a minimum amount of $100,000, and shall be in increments of
$100,000.  The Borrower shall use the
proceeds of any General Loan in order to secure and maintain directors and
officers liability insurance coverage for the period up to and including the Maturity
Date.


 


Section 2.06.          Interest and
Principal Payments on General Loans. 
Each General Loan shall bear interest at a rate per annum equal to LIBOR
plus 0.5%. Interest shall be computed on the basis of a year of 360 days, and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).


 


(a)           The Borrower hereby
unconditionally promises to pay to the Lender the then unpaid principal amount
of the General Loans, together with accrued unpaid interest thereon, on the
Maturity Date.


 


(b)           The Borrower shall have
the right at any time and from time to time to prepay the General Loans in
whole or in part, together with accrued unpaid interest on the amount of the
General Loans so prepaid; provided, however, that the Borrower may make only one
such prepayment during any calendar month. 
Any principal amounts so prepaid may be reborrowed, pursuant to the
provisions of this Agreement.


 


(c)           The Lender shall, on
behalf of the Borrower, maintain at its address referred to in Section 5.01
a register for the recordation of the principal and interest in respect of the
General Loans owing from time to time. 
The entries in such register shall be conclusive, in the absence of
manifest error.


 


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(d)           The Borrower shall make
each payment of the General Loans required to be made by it hereunder prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. 
If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business
Day, and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension.


 


ARTICLE III


 


Collateral


 


Section 3.01.          Security Interest.  The Borrower hereby assigns and transfers to
the Lender, and hereby grants to the Lender a security interest in, the
Collateral, as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the REIT Obligations.


 


Section 3.02.          Maintenance of
Perfected Security Interest; Further Documentation.  The Borrower shall maintain the security
interest created by this Agreement as a first priority perfected security
interest and shall defend such security interest against the claims and demands
of all Persons whomsoever.


 


(a)           At any time and from
time to time, upon the written request of the Lender, the Borrower will
promptly and duly execute and deliver, and have recorded, such instruments and
documents and take such actions as the Lender may reasonably request for the
purpose of obtaining or preserving the full benefits of this Article III
and of the rights and powers herein granted, including, without limitation, (i) filing
any financing or continuation statements under the Uniform Commercial Code (or
other similar laws) in effect in any jurisdiction with respect to the security
interests created hereby and (ii) taking any actions necessary to enable
the Lender to obtain “control” (within the meaning of the applicable Uniform
Commercial Code) with respect to any of the Collateral.


 


Section 3.03.          Remedial Provisions.  (a) If the Borrower does not pay all
amounts due and owing with respect to the REIT Obligations on the Maturity
Date, (i) the Lender shall have the right to receive any and all
distributions, payments or other Proceeds paid in respect of the Collateral and
make application thereof to the REIT Obligations and (ii) any or all of
the Collateral relating to the REIT Loans shall be registered in the name of
the Lender or its nominee, and the Lender or its nominee may thereafter
exercise all rights pertaining to such Collateral as if it were the absolute
owner thereof, all without liability except to account for property actually
received by it, but the Lender shall have no duty to the Borrower to exercise
any such right, privilege or option and shall not be responsible for any
failure to do so or delay in so doing.


 


(b)           If the Borrower does not
pay all amounts due and owing with respect to the REIT Obligations on the
Maturity Date, the Lender, may exercise, in addition to all other rights and
remedies granted to it in this Agreement and in any other instrument or
agreement


 


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securing, evidencing or relating to the REIT
Obligations, all rights and remedies of a secured party under the New York UCC
or any other applicable law with respect to the Collateral.


 


ARTICLE IV


 


Conditions


 


Section 4.01.          Effective Date. 
The obligations of the Lender to make any REIT Loan or General Loan
hereunder shall not become effective until the date on which each of the
following conditions is satisfied:


 


(a)           The Lender shall have
received from the Borrower a counterpart of this Agreement signed on behalf of
the Borrower;


 


(b)           The Lender shall have
received the Control Agreement executed by the Borrower and the Securities
Intermediary, which Lender acknowledges it has received;


 


(c)           The Lender shall have
received from the Borrower information in a form acceptable to the Lender
indicating, as of September 30, 2008, pro forma for the termination of the
Ramius Facility, the Borrower’s most current compliance ratios with respect to
its status as a REIT and its exemption under Section 3(c)(5)(C) of
the Investment Company Act of 1940, which Lender acknowledges it has received;


 


(d)           If a REIT Loan has been
requested, the Borrower shall have deposited into the Collateral Account
Securities with a fair market value equal the principal amount of the REIT Loan
requested; and


 


(e)           The Maturity Date shall
not have occurred.


 


Section 4.02.          First Exchange Date. 
The obligations of the Lender to make the First Exchange Loan hereunder
shall not become effective until the date on which each of the following
conditions is satisfied:


 


(a)           The Lender shall have
received from the Borrower a counterpart of this Agreement signed on behalf of
the Borrower;


 


(b)           Amendment No. 1 to
the Exchange Agreement, dated as of September 29, 2008, between the
Borrower and Taberna Preferred Funding I, Ltd., shall have become effective and
the Lender shall have received from the Borrower a fully executed copy thereof;
and


 


(c)           The Maturity Date shall
not have occurred.


 


Section 4.03.          Final Exchange Date. 
The obligations of the Lender to make the Final Exchange Loan hereunder
shall not become effective until the date on which each of the following
conditions is satisfied:


 


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(a)           The Lender shall have
received from the Borrower a counterpart of this Agreement signed on behalf of
the Borrower;


 


(b)           All conditions to
closing contained in Article VI of each of the Exchange Agreements shall
have been satisfied or waived (provided that any such waiver by the Borrower
shall have been previously consented to in writing by the Lender); and


 


(c)           The Maturity Date shall
not have occurred.


 


ARTICLE V


 


Miscellaneous


 


Section 5.01.          Notices. 
Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:


 


(a)           if to the Borrower, to
it at:


 


Hanover Capital Mortgage Holdings, Inc.


200 Metroplex Drive, Suite 100


Edison, New Jersey  08817

Attention:  General Counsel

Facsimile:  (732) 548-0286


 


(b)           if to the Lender, to
it at:


 


JWH Holding Company, LLC


4211 W. Boy Scout Boulevard, 10th Floor


Tampa, Florida 33607-5724

Attention:  General Counsel

Facsimile:  (813) 871-4430


 


Any party hereto may change its
address or telecopy number for notices and other communications hereunder by
notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.


 


Section 5.02.          Waivers; Amendments. 
(a) No failure or delay by the Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Lender
hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have.  No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then 


 


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such waiver or
consent shall be effective only in the specific instance and for the purpose
for which given.


 


(b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Lender.


 


Section 5.03.          Hedging Obligations. 
At the request of the Lender, the Borrower shall enter into, and
thereafter maintain, Hedging Agreements to the extent required by the Lender,
which Hedging Agreements shall have terms and conditions reasonably
satisfactory to the Lender.


 


Section 5.04.          Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void).  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby) any legal or
equitable right, remedy or claim under or by reason of this Agreement.  The Borrower hereby consents to the assignment
by the Lender of all its rights and obligations under this Agreement to Walter
Investment Management LLC, and agrees to execute an amendment to the Control
Agreement to reflect such assignment.


 


Section 5.05.          Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract.


 


Section 5.06.          Severability. 
Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section 5.07.          Governing Law. 
This Agreement shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.


 


Section 5.08.          Headings.  Article and
Section headings used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.


 


Section 5.09.          Expenses.  Any costs or expenses (including reasonable
attorneys’ fees and expenses) incurred in connection with the preparation,
execution and delivery of this Agreement and any other documents required by Article III,
shall be for the account of the Lender. 
Any costs or expenses (including reasonable attorneys’ fees and
expenses) incurred in connection with the enforcement of any rights in
connection with this Agreement, including any actions taken following the occurrence
of the Maturity Date or in connection with Section 3.03 


 


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hereof, shall be for the account of the Borrower, and
shall be payable by the Borrower to the Lender upon demand.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Amended and Restated Loan and Security Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.


 


	
   

  	
  HANOVER CAPITAL MORTGAGE HOLDINGS,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Burchett

  
	
   

  	
   

  	
  Name: John A. Burchett

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JWH HOLDING COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. O’Brien

  
	
   

  	
   

  	
  Name: Mark J. O’Brien

  
	
   

  	
   

  	
  Title: President and CEO