Exhibit 10.13
PURCHASE AGREEMENT
among
Bresler & Reiner, Inc.
Bresler & Reiner Statutory Trust II
and
Merrill Lynch International
Dated as of May 31, 2006
PURCHASE AGREEMENT
($5,000,000 Trust Preferred Securities)
THIS PURCHASE AGREEMENT, dated as of May 31, 2006 (this "Purchase Agreement"),
is entered into among Bresler & Reiner, Inc., a Delaware corporation (the
"Company"), Bresler & Reiner Statutory Trust II, a Delaware statutory trust (the
"Trust", and together with the Company, the "Sellers"), and Merrill Lynch
International or its assignee (the "Purchaser").
WITNESSETH:
WHEREAS, the Trust proposes to issue and sell 5,000 Preferred Securities of the
Trust, having a stated liquidation amount of $1,000 per security (the "Preferred
Securities");
WHEREAS, the entire proceeds from the sale of the Preferred Securities will be
combined with the entire proceeds from the sale by the Trust to the Company of
its common securities (the "Common Securities"), and will be used by the Trust
to purchase Five Million One Hundred Fifty-Five Thousand Dollars ($5,155,000) in
principal amount of the unsecured junior subordinated notes of the Company (the
"Junior Subordinated Notes");
WHEREAS, the Preferred Securities and the Common Securities for the Trust will
be issued pursuant to the Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of the Closing Date, among the Company, as depositor,
JPMorgan Chase Bank, National Association, a national banking association, as
property trustee (in such capacity, the "Property Trustee"), Chase Bank USA,
National Association, a national banking association, as Delaware trustee (in
such capacity, the "Delaware Trustee"), the Administrative Trustees named
therein (in such capacities, the "Administrative Trustees") and the holders from
time to time of undivided beneficial interests in the assets of the Trust; and
WHEREAS, the Junior Subordinated Notes will be issued pursuant to a Junior
Subordinated Indenture, dated as of the Closing Date (the "Indenture"), between
the Company and JPMorgan Chase Bank, National Association, a national banking
association, as indenture trustee (in such capacity, the "Indenture Trustee").
NOW, THEREFORE, in consideration of the mutual agreements and subject to the
terms and conditions herein set forth, the parties hereto agree as follows:
1.
DEFINITIONS. THE PREFERRED SECURITIES, THE COMMON SECURITIES AND
THE JUNIOR SUBORDINATED NOTES ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"SECURITIES." THIS PURCHASE AGREEMENT, THE INDENTURE, THE TRUST AGREEMENT AND
THE SECURITIES ARE COLLECTIVELY REFERRED TO HEREIN AS THE "OPERATIVE DOCUMENTS."
ALL OTHER CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS PURCHASE AGREEMENT
SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED THERETO IN THE INDENTURE.
2.
PURCHASE AND SALE OF THE PREFERRED SECURITIES.
(A)
THE SELLERS AGREE TO SELL TO THE PURCHASER, AND THE PURCHASER
AGREES TO PURCHASE FROM THE SELLERS THE PREFERRED SECURITIES FOR AN AMOUNT (THE
"PURCHASE PRICE") EQUAL TO FIVE MILLION DOLLARS ($5,000,000). THE PURCHASER
SHALL BE RESPONSIBLE FOR THE RATING AGENCY COSTS AND EXPENSES. THE SELLERS SHALL
USE THE PURCHASE PRICE, TOGETHER WITH THE PROCEEDS FROM THE SALE OF THE COMMON
SECURITIES, TO PURCHASE THE JUNIOR SUBORDINATED NOTES.
(B)
DELIVERY OR TRANSFER OF, AND PAYMENT FOR, THE