DOMINION HOLDING CORP.Silver Point Capital Management, L.L.C. • January 24th, 2008 • Operative builders • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of January 18, 2008 (as amended from time to time, the “Merger Agreement”), by and among Dominion Holding Corp., a Delaware corporation (“Parent”), Dominion Merger Corporation, an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dominion Homes, Inc., an Ohio corporation (the “Company”), pursuant to which Merger Sub shall merge with and into the Company with the Company as the surviving corporation. This letter agreement sets forth the commitment of BRC Properties Inc. (the “Contributing Shareholder”) to subscribe for shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) in connection with the Merger. Parent has been formed by funds affiliated with SPCP Group, LLC and Silver Oak Capital, L.L.C. (the “Sponsors”) in connection with the Merger. Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agree
SPCP GROUP, LLC Two Greenwich Plaza 1st Floor Greenwich, CT 06830 January 18, 2008Silver Point Capital Management, L.L.C. • January 24th, 2008 • Operative builders • New York
EXHIBIT 1 --------- AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D/A The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13D/A to which this Exhibit is attached, and such Schedule 13D/A is filed...Silver Point Capital Management, L.L.C. • January 24th, 2008 • Operative builders
INTERIM STOCKHOLDERS AGREEMENTInterim Stockholders Agreement • January 24th, 2008 • Silver Point Capital Management, L.L.C. • Operative builders • Delaware
This Interim Stockholders Agreement (this “Agreement”) is made as of January 18, 2008, by and among Dominion Holding Corp., a Delaware corporation (“Parent”), Silver Oak Capital, L.L.C., a Delaware limited liability company (“Angelo Gordon”), and SPCP Group, LLC, a Delaware limited liability company (“Silver Point” and together with Angelo Gordon, the “Stockholders”).
VOTING AGREEMENTVoting Agreement • January 24th, 2008 • Silver Point Capital Management, L.L.C. • Operative builders • Delaware
VOTING AGREEMENT, dated as of January 18, 2008 (this “Agreement”), by and among Dominion Holding Corp., a Delaware corporation (“Parent”), Dominion Merger Corporation, an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), BRC Properties Inc., Douglas Borror and David Borror (each a “Borror Shareholder” and together, the “Borror Shareholders”).
