Exhibit 10.1
TRADEMARK LICENSE AGREEMENT
This TRADEMARK LICENSE AGREEMENT (the "Agreement") made and entered into
April 17, 2009 ("Effective Date") by and between Walter Industries, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
("Walter"), and Walter Investment Management LLC, a limited liability company
duly organized and existing under the laws of the State of Delaware, and a
wholly-owned subsidiary of Walter ("Spinco," and together with Walter, the
"Parties" and each a "Party").
WHEREAS, Walter owns all the limited liability company units of Spinco;
WHEREAS, Walter intends to distribute all of its interest in Spinco to Walter's
stockholders prior to the merger referred to below (the "Spin-Off");
WHEREAS, pursuant to the Second Amended and Restated Agreement and Plan of
Merger dated February 6, 2009 (as may be further amended, supplemented, restated
or otherwise modified, the "Merger Agreement") by and among Walter, Spinco, JWH
Holding Company, LLC ("JWHHC"), and Hanover Capital Mortgage Holdings, Inc.
("Hanover"), following the Spin-Off, Spinco will merge into Hanover;
WHEREAS, Walter or its subsidiaries (collectively, the "Walter Parties") own
certain trademarks, domain names, corporate and/or trade names that JWHHC and/or
its subsidiaries have used in connection with its mortgage finance, insurance,
and reinsurance businesses;
WHEREAS, prior to the Spin-Off, JWHHC will transfer its mortgage finance,
insurance and reinsurance businesses to Walter, and Walter will transfer such
businesses to Spinco; and
WHEREAS, Spinco and its subsidiaries (collectively, the "Spinco Parties") wish
to use certain trademarks, domain names, corporate and/or trade names following
the consummation of the Spin-Off and merger into Hanover, and Walter is willing
to permit such use;
NOW THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein and for other good and valuable consideration
(including that recited in the Merger Agreement), the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
SECTION 1 - GRANT OF LICENSE
1.1.
LICENSES.
(A)
WALTER, ON BEHALF OF ITSELF AND THE OTHER WALTER PARTIES, GRANTS
TO THE SPINCO PARTIES A PERPETUAL, NON-EXCLUSIVE, PAID-UP, NON-TRANSFERABLE
(EXCEPT AS PERMITTED IN SECTION 7.4) LICENSE TO USE THE TRADEMARKS, CORPORATE
AND/OR TRADE NAMES ON EXHIBIT A SOLELY IN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS, AND SOLELY IN CONNECTION WITH MORTGAGE FINANCE, LENDING, INSURANCE
AND REINSURANCE SERVICES AND FINANCIAL SERVICES RELATING TO THE FOREGOING (THE
"LICENSED BUSINESS").
(B)
WALTER HEREBY CAUSES ITS SUBSIDIARY JIM WALTER HOMES, INC. TO
GRANT TO THE SPINCO PARTIES THE PAID-UP, NON-TRANSFERABLE RIGHT TO MAINTAIN THE
REGISTRATIONS FOR THE DOMAIN NAMES ON EXHIBIT A (THE "LICENSED DOMAINS," AND
TOGETHER WITH THE OTHER ITEMS ON EXHIBIT A, THE "LICENSED MARKS") SOLELY FOR
OPERATING WEBSITES DIRECTED TO CUSTOMERS IN THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS, AND SOLELY IN CONNECTION WITH THE LICENSED BUSINESS.
1.2.
SUBLICENSING.
EACH SPINCO PARTY MAY SUBLICENSE THE LICENSED MARKS
TO AGENTS, DISTRIBUTORS AND OTHER PERSONS IN CONNECTION WITH SUCH SPINCO PARTY'S
OPERATION OF ITS OWN BUSINESS, BUT NOT FOR THE SEPARATE OR UNRELATED USE OF ANY
OTHER PERSON.
SPINCO IS LIABLE