AGREEMENT AND PLAN OF MERGERMerger Agreement • October 6th, 2003 • American Residential Investment Trust Inc • Real estate investment trusts • Delaware
This Agreement and Plan of Merger (this “Merger Agreement”) is entered into as of September 25, 2003, by and among Home Asset Management Corp., a Delaware corporation (“HAMCO”), MDC Reit Holdings, LLC, a Delaware limited liability company (“Holdings”), Crescent/Mach I Partners, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Investment Partners, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Partners, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust, a trust organized under the laws of Delaware, and TCW Shared Opportunity Fund II, L.P., a Delaware limited partnership (collectively, the “TCW Entities”), and the other entities and persons signatories hereto (collectively, the “Non-TCW Stockholders,” and together with the TCW Entities, the “HAMCO Stockholders”).
CONTRIBUTION AGREEMENTContribution Agreement • October 6th, 2003 • American Residential Investment Trust Inc • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2003 (the “Effective Date”), by and among Crescent/Mach I Partners, L.P., TCW/Crescent Mezzanine Investment Partners, L.P., TCW/Crescent Mezzanine Partners, L.P., TCW/Crescent Mezzanine Trust and TCW Shared Opportunity Fund II, L.P. (collectively, the “TCW Entities”), the entities and persons listed in Schedule 1 hereto (the “Preferred Stock LLC Members” and, together with the TCW Entities, the “Assignors”), Home Asset Management Corp., a Delaware corporation (the “Assignee”), and MDC Reit Holdings, LLC, a Delaware limited liability company (the “Company”).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, CONSENT TO AMENDMENT OF NOTES AND WAIVER OF PAYMENT DEFAULTSecurities Purchase Agreement • October 6th, 2003 • American Residential Investment Trust Inc • Real estate investment trusts
This Amendment No. 2 to the Securities Purchase Agreement, Consent to Amendment of Notes and Waiver of Payment Default (the “Amendment”), is dated as of February 10, 2002 by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), MDC REIT Holdings, L.L.C., a Delaware limited liability company (“Holdings”), TCW/Crescent Mezzanine Partners, L.P., TCW/Crescent Mezzanine Trust, TCW/Crescent Mezzanine Investment Partners, L.P., Crescent/Mach I Partners, L.P. and TCW Shared Opportunity Fund II, L.P. (collective, the “TCW Entities”). The Issuer, Holdings and the TCW Entities are collectively referred to herein as the “Parties”.
JOINT FILING AGREEMENTJoint Filing Agreement • October 6th, 2003 • American Residential Investment Trust Inc • Real estate investment trusts
JOINT FILING AGREEMENT (this “Agreement”), dated as of October 6, 2003, among TCW/Crescent Mezzanine Partners, L.P. , a Delaware limited partnership, TCW/Crescent Mezzanine Investment Partners, L.P. , a Delaware limited partnership, TCW/Crescent Mezzanine Trust, a Delaware business trust, TCW Shared Opportunity Fund II, L.P., a Delaware limited partnership, Crescent/Mach I Partners, L.P., a Delaware limited partnership, The TCW Group, Inc., a Nevada corporation, TCW/Crescent Mezzanine, LLC, a Delaware limited liability company, TCW Investment Management Company, a California corporation, TCW Asset Management Company, a California corporation, Crescent/Mach I G.P. Corporation, a Texas corporation, and Home Asset Management Corp., a Delaware corporation (collectively, the “Joint Filers”).
ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AGREEMENTAssumption Agreement and Amendment No. 1 to Pledge Agreement • October 6th, 2003 • American Residential Investment Trust Inc • Real estate investment trusts • New York
This ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT (this “Agreement”) is made on this 25th day of September, 2003, by and between Home Asset Management Corp., a Delaware corporation (“HAMCO”), and Deutsche Bank Trust Company Americas, a New York banking corporation formerly known as Bankers Trust Company, as collateral agent (the “Collateral Agent”) under the Pledge Agreement, dated as of February 11, 1997, by and between MDC Reit Holdings, LLC, a Delaware limited liability company (“Holdings”), and the Collateral Agent (the “Pledge Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pledge Agreement.
HOME ASSET MANAGEMENT CORP. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, VOTING AGREEMENT AND IRREVOCABLE PROXY DATED SEPTEMBER 24, 2003Stockholders Agreement • October 6th, 2003 • American Residential Investment Trust Inc • Real estate investment trusts • Delaware
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among HOME ASSET MANAGEMENT CORP., as Issuer, and TCW/CRESCENT MEZZANINE PARTNERS, L.P., TCW/CRESCENT MEZZANINE TRUST, TCW/CRESCENT MEZZANINE INVESTMENT PARTNERS, L.P., CRESCENT/MACH I...Securities Purchase Agreement • October 6th, 2003 • American Residential Investment Trust Inc • Real estate investment trusts • New York
This Amended and Restated Securities Purchase Agreement dated as of September 25, 2003 (this “Agreement”), is entered into by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), and TCW/Crescent Mezzanine Partners, L.P., TCW/Crescent Mezzanine Trust, TCW/Crescent Mezzanine Investment Partners, L.P., Crescent/Mach I Partners, L.P. and TCW Shared Opportunity Fund II, L.P. (each, a “Purchaser,” and collectively, the “Purchasers”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 9.1.
PLEDGE AGREEMENT (By MDC Reit Holdings, LLC)Pledge Agreement • October 6th, 2003 • American Residential Investment Trust Inc • Real estate investment trusts • New York
This Pledge Agreement dated as of February 11, 1997 (this “Agreement”) is entered into by MDC Reit Holdings, LLC, a Delaware limited liability company (the “Company”), to and in favor of Bankers Trust Company, a New York banking corporation, as collateral agent (the “Collateral Agent”), for the benefit of the Holders (as defined below). Capitalized terms used herein and not defined herein shall have the meaning set forth in the Securities Purchase Agreement (defined below).
