Sale AgreementSale Agreement • February 19th, 2008 • De Nicolas Eustaquio Tomas • General bldg contractors - residential bldgs
The undersigned, EIP INVESTMENT HOLDINGS L.L.C. COMM V.A., as Seller, hereby agrees to sell, transfer and convey on February 7, 2008 (the “Closing Date”) to Ixe Banco, S.A. Fidercomiso F/466, as Purchaser. Seventeen Million One Hundred Forty Two Thousand Eight Hundred Fifty Seven (17,142,857) ordinary shares of Desarrolladora Homex, S.A.B. de C.V. (the “Shares”) in consideration of the sum of US$150,000,000.00 (the “Purchase Price”).
R E C I T A L STrust Agreement • February 19th, 2008 • De Nicolas Eustaquio Tomas • General bldg contractors - residential bldgs
FIRST.- On August 20, 1999, the Settlors and Bermuda Trust Company Limited as trustee of the ZN Mexico Trust (the “ZN Mexico Trust”) executed the management trust agreement No. F/10289 (the “Trust”) with Banco Santander Serfin, S.A. Institución de Banca Múltiple, Grupo Financiero Santander Serfin as trustee, to which the Settlors contributed 53,832,462 shares of the issuer Grupo Picsa, S.A. de C.V. (now Desarrolladora Homex, S.A. de C.V.) (the “Issuer”) with the purpose of securing the fulfillment of the terms and conditions of the joint venture agreement, dated August 19, 1999 executed between the Settlors, the Trust Beneficiaries and the Issuer (the “Joint Venture Agreement”).
GUARANTEE AND PLEDGE AGREEMENTGuarantee and Pledge Agreement • February 19th, 2008 • De Nicolas Eustaquio Tomas • General bldg contractors - residential bldgs • New York
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce UBS AG (the “Bank”) to make one or more loans or otherwise extend credit to or for the account of CR-1 SA de CV, CR-2 SA de CV, CR-3 SA de CV, CR-4 SA de CV, and/or CR-5 SA de CV (herein called the “Obligor”) pursuant to the General Terms and Conditions of Credit Arrangements between the Obligor and the Bank in effect from time to time (including any Schedule I thereto, the “General Terms”) or any other credit arrangements (together with the General Terms, the “Credit Arrangements”), or to or for the account of others whose obligations to the Bank are guaranteed by the Obligor (the documents pursuant to which such obligations are so guaranteed being the “Obligor’s Guarantees”), the undersigned (the “Guarantor”) hereby agrees as follows:
R E C I T A L STrust Agreement • February 19th, 2008 • De Nicolas Eustaquio Tomas • General bldg contractors - residential bldgs
FIRST.- On August 20, 1999, the Settlors and Bermuda Trust Company Limited as trustee of the ZN Mexico Trust (the “ZN Mexico Trust”) executed the management trust agreement No. F/10289 (the “Trust”) with Banco Santander Serfin, S.A. Institucion de Banca Múltiple, Grupo Financiero Santander Serfin, acting as trustee, to which the Settlors contributed 53,832,462 shares of the issuer Grupo Picsa, S.A. de C.V. (now Desarrolladora Homex, S.A. de C.V.) (the “Issuer”) with the purpose of securing the fulfillment of the terms and conditions of the joint venture agreement, dated August 19, 1999 executed between the Settlors, the Trust Beneficiaries and the Issuer (the “Joint Venture Agreeement”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 19th, 2008 • De Nicolas Eustaquio Tomas • General bldg contractors - residential bldgs
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agree to the joint filing on behalf of each of them as members of the Technical Committee (as defined in Schedule 13D to which this agreement is attached) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares (including the Common Shares underlying the ADSs) of Desarrolladora Homex, S.A.B. de C.V. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
