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Exhibit 10.18
AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to the Securities Purchase Agreement (the
"AMENDMENT") is dated as of December 20, 2001 by and among American Residential
Investment Trust, Inc., a Maryland corporation (the "COMPANY"), Home Asset
Management Corp., a Delaware corporation (the "MANAGER"), 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 Company, the
Manager, Holdings and the TCW Entities are collectively referred to herein as
the "Parties".
RECITALS
WHEREAS, the Company and the Manager have previously entered
into that certain Management Agreement, dated as of February 11, 1997, and
amended as of August 1997, in connection with the initial funding of the Company
(as amended, the "MANAGEMENT AGREEMENT").
WHEREAS, the Company and the Manager desire to terminate the
Management Agreement pursuant to the Termination and Release Agreement, dated of
even dated herewith by and among the Parties (the "TERMINATION AND RELEASE
AGREEMENT").
WHEREAS, in order to induce the Company to enter into the
Termination and Release Agreement, and as a condition to closing the
transactions contemplated by the Termination and Release Agreement, the Parties
have agreed to amend the Securities Purchase Agreement, dated as of February 11,
1997, by and among the Parties (the "ORIGINAL SECURITIES PURCHASE AGREEMENT") to
remove the Company as a party to the Original Securities Purchase Agreement.
WHEREAS, the TCW Entities will be the indirect beneficiaries
of the purchase price paid by the Company to the Mananger (the "PURCHASE PRICE")
pursuant to the covenant in the Termination and Release Agreement obligating the
Manager to apply the Purchase Price as partial payment of the 12% Senior Secured
Notes due February 11, 2002 that the Mananger issued to the TCW Entities
pursuant to the Original Securities Purchase Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual
representations, warranties, undertakings and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:
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1. DEFINITIONS: REFERENCES. Unless otherwise specifically defined
herein, each term used herein that is defined in the Original Securities
Purchase Agreement shall have the meaning assigned to such term in the Original
Securities Purchase Agreement. Each reference to "hereof," "hereunder," herein"
and "hereby" and other similar reference contained in the Original Securities
Purchase Agreement shall from and after the date of this Amendment refer to the
Original Securities Purchase Agreement as amended hereby.
2. EFFECTIVENESS OF AMENDMENTS. Upon the closing of the
transactions contemplated by the Termination and Release Agreement, this
Amendment shall become effective and the Original Securities Purchase Agreement
shall be amended as provided herein as of such date.
3. REMOVAL AS A PARTY. The Company is hereby removed as a party
to the Original Securities Purchase Agreement and is no longer subject to any
covenants, restrictions or obligations pursuant to the Original Securities
Purchase Agreement, including, but not limited to:
Section 5.4(a) Limitation on Restricted Payments;
Section 5.5 Limitation on Incurrence of Additional
Indebtedness and Issuance of
Disqualified Stock;
Section 5.6 Limitation on Transactions with
Affiliates;
Section 5.9(c) Limitation on Capital Expenditures;
Section 5.10 Limitation on Dividend and Other
Payment Restrictions Affecting
Subsidiaries;
Section 5.17 Limitation on REIT's Business and Tax
Status;
Section 5.35 REIT Leverage Ratio and Indebtedness
of REIT; and
Section 5.37(a)/(c) Investment, Hedging and Leverage
Policy.
4. EFFECTIVENESS OF THE AGREEMENT. Except as amended hereby, the
Original Securities Purchase Agreement shall continue in full force and effect.
5. INCORPORATION OF TERMS. This Amendment shall be governed by
and construed in accordance with Section 8 of the Original Securities Purchase
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 to the Securities Purchase Agreement as of the date first set forth above.
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
By: /s/ John M. Robbins, Jr.
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John M. Robbins, Jr.
Chairman of the Board and
Chief Executive Officer
HOME ASSET MANAGEMENT CORP.
By: /s/ George E. McCown
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George E. McCown
President
MDC REIT HOLDINGS, LLC
By: Home Asset Management Corp.
Its: Managing Member
By: /s/ George E. McCown
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George E. McCown
President
TCW/CRESCENT MEZZANINE PARTNERS, L.P.
TCW/CRESCENT MEZZANINE TRUST
TCW/CRESCENT MEZZANINE INVESTMENT PARTNERS, L.P.
By: TCW/CRESCENT MEZZANINE, L.L.C.
Its: Investment Manager
By: /s/ John C. Rocchio
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Name: John C. Rocchio
Title: Managing Director
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CRESCENT/MACH I PARTNERS, L.P.
By: TCW ASSET MANAGEMENT COMPANY,
Its: Investment Advisor
By: /s/ John C. Rocchio
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Name: John C. Rocchio
Title: Managing Director
By: /s/ Darryl L. Schall
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Name: Darryl L. Schall
Title: Managing Director
TCW SHARED OPPORTUNITY FUND II, L.P.
By: TCW INVESTMENT MANAGEMENT COMPANY,
Its: Investment Manager
By: /s/ John C. Rocchio
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Name: John C. Rocchio
Title: Managing Director
By: /s/ Darryl L. Schall
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Name: Darryl L. Schall
Title: Managing Director
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