exv10w38w9w1



 





EXHIBIT 10.38.9.1




WAIVER




     WAIVER, dated as of December 3, 2007 (this “Waiver”), to (i) the Stock Purchase Agreement
(“SPA”), dated August 10, 2007, by and between Hanover Capital Mortgage Holdings, Inc. (“Hanover”),
and RCG PB, Ltd. (“Investor”) and (ii) the Second Amended and Restated Annex I (“Annex I”), dated
as of November 13, 2007, forming a part of the TBMA Master Repurchase Agreement (September 1996
Version), dated as of August 10, 2007 (the “Master Agreement” and, together with Annex I, Annex II
and any schedules and exhibits thereto, the “MRA”), between Hanover and Investor. Capitalized terms
used but not defined in this Waiver shall have the meanings ascribed to them in the SPA.



     Whereas, Hanover and the Investor are parties to the SPA and the MRA;



     Whereas, Hanover has requested the Investor to waive certain provisions of the SPA
and the MRA;



     Whereas, the Investor is agreeable to the requested waivers, but only upon the terms,
and subject to the conditions contained herein;



     Now, Therefore, in consideration of the premises contained herein, the parties hereto
agree as follows:



     1. Waiver. Notwithstanding anything in the SPA or the MRA to the contrary, the
Investor hereby waives (a) the requirement in Section 5(a)(i)(A) of the SPA to file the Shelf
Registration Statement by the Shelf Filing Deadline, and (b) any default or Event of Default (as
defined in the MRA) (which shall be deemed not to have occurred or be continuing) under Section
11(a)(iv) of the MRA or otherwise that arises or may arise from the failure of Hanover to file the
Shelf Registration Statement by the Shelf Filing Deadline.



     2. Continuing Effect; No other Waivers. Except as expressly provided herein, all of
the terms of the SPA and the MRA are and shall remain in full force and effect. The waivers
provided for herein are limited to the specific sections of the SPA and the MRA specified herein
and shall not constitute a waiver of any other provisions of the SPA or the MRA.



     3. Applicable Law. This Waiver and all questions relating to its validity,
interpretation and performance shall be governed by and construed in accordance with the laws of
the State of New York.



     4. Headings. All section headings herein have been inserted for convenience of
reference only and shall in no way modify or restrict any of the terms or provisions hereof.



     5. Counterparts. This Waiver may be signed in any number of counterparts, each of
which shall be an original for all purposes, but all of which taken together shall constitute only
one agreement. This Waiver shall become binding when one or more counterparts hereof, individually
or taken together, shall bear the signatures of all of the parties reflected hereon as the
signatories.



[Signature Page Follows]




 









 





     The parties hereto have executed this Waiver as of the day and year first above written.



	 	 	 	 	 
	 	HANOVER CAPITAL MORTGAGE HOLDINGS, INC.

 	 
	 	By:  	/s/ John A. Burchett
 	 
	 	 	Name:  	John A. Burchett 	 
	 	 	Title:  	Chairman, President and Chief Executive
Officer 	 
	 
	 	RCG PB, LTD.

 	 
	 	By:  	/s/ Jeffrey M. Solomon
 	 
	 	 	Name:  	Jeffrey M. Solomon 	 
	 	 	Title:  	Authorized Signatory