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Headings [a05-17332_1ex10d1.htm#Section6_7Headings_TheDescriptive_233646]
Section 6.8 [a05-17332_1ex10d1.htm#Section6_8Counterparts_ThisAgreem_233647]
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Section 6.9 [a05-17332_1ex10d1.htm#Section6_9Interpretation_TheWordi_233648]
Interpretation [a05-17332_1ex10d1.htm#Section6_9Interpretation_TheWordi_233648]
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Confidentiality [a05-17332_1ex10d1.htm#Section6_11Confidentiality_ThePar_233651]
Section 6.12 [a05-17332_1ex10d1.htm#Section6_12Severability_AnyInvali_233652]
Severability [a05-17332_1ex10d1.htm#Section6_12Severability_AnyInvali_233652]
Section 6.13 [a05-17332_1ex10d1.htm#Section6_13AmendmentWaiver_ThisAg_233653]
Amendment; Waiver
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EXHIBIT A
Form of Articles of Merger
iii
This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of October 6,
2005, among CDP CAPITAL-FINANCING INC., a Quebec charter corporation ("Parent"),
CADIM W.F. CO., a newly-formed Maryland corporation ("Sub") and an indirect,
wholly-owned subsidiary of Parent, and CRIIMI MAE Inc., a Maryland corporation
(the "Company").
WHEREAS the respective Boards of Directors of Parent, Sub and the Company deem
it advisable to consummate, and have approved, the transaction provided for
herein pursuant to which Sub will merge with and into the Company and the
Company will become an indirect wholly-owned subsidiary of Parent and a direct
wholly-owned subsidiary of Cadim White Flint Co., a Maryland corporation;
WHEREAS to effect such transaction, the respective Boards of Directors of
Parent, Sub and the Company have approved the merger of the Company and Sub (the
"Merger"), upon the terms and subject to the conditions of this Agreement,
whereby the issued and outstanding shares of common stock, par value $0.01 per
share, of the Company (the "Company Common Stock"), and the associated Rights
(as defined in Section 2.2(a)), not owned directly or through a Subsidiary (as
defined in Section 1.7(a)) by the Company will be converted into the right to
receive $20.00 per share in cash, without interest thereon;
WHEREAS BREF ONE, LLC - Series A, a Delaware limited liability company ("BREF
ONE"), a record and beneficial holder of Shares (as defined in Section 1.7(a))
as of the date hereof, has entered into a Voting Agreement dated as of the date
hereof (the "Voting Agreement"), with Parent, pursuant to which it has agreed to
vote in favor of the Merger and has granted a proxy to Parent in connection
therewith;
WHEREAS BREF ONE, a holder of the Company's outstanding 15% Senior Subordinated
Notes due 2006, has delivered, concurrently with the execution of this
Agreement, an agreement (the "Termination Agreement") terminating certain of
such holder's rights under the Senior Subordinated Secured Note Agreement and
the Non-Competition Agreement, each dated as of January 13, 2003, by and between
the Company and BREF ONE (as an assignee of Brascan Real Estate Finance Fund I,
L.P., a Delaware limited partnership), which termination is effective only upon
the Effective Time (as defined in Section 1.2); and
WHEREAS Parent, Sub and the Company desire to make certain representations,
warranties and agreements in connection with the Merger and also to prescribe
various conditions to the Merger.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties hereto hereby agree as
follows:
ARTICLE I.
THE MERGER
SECTION 1.1
THE MERGER.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS
OF THIS AGREEMENT AND THE ARTICLES OF MERGER IN THE FORM ATTACHED HERETO AS
EXHIBIT A (THE "ARTICLES OF