BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT. THIS PURCHASE AGREEMENT MAY BE
EXECUTED BY ANY ONE OR MORE OF THE PARTIES HERETO BY FACSIMILE.
20
IN WITNESS WHEREOF, THIS PURCHASE AGREEMENT HAS BEEN ENTERED INTO AS OF THE DATE
FIRST WRITTEN ABOVE.
BRESLER & REINER, INC.
By:
/s/ SIDNEY M. BRESLER
Name: Sidney M. Bresler
Title: CEO
BRESLER & REINER STATUTORY TRUST II
By:
Bresler & Reiner, Inc., as Depositor
By:
/s/ SIDNEY M. BRESLER
Name: Sidney M. Bresler
Title: CEO
BEAR, STEARNS & CO. INC.
By:
/s/ THOMAS S. DUNSTAN
Name: Thomas S. Dunstan
Title: Senior Managing Director
21
SCHEDULE 1
List of Significant Subsidiaries
1
ANNEX A-I
Pursuant to Section 3(c)(i) of the Purchase Agreement, counsel for the Company,
shall deliver an opinion to the effect that:
(I)
THE COMPANY AND EACH SIGNIFICANT SUBSIDIARY IS VALIDLY EXISTING
AS A CORPORATION OR OTHER ORGANIZATION IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION IN WHICH IT IS CHARTERED OR ORGANIZED; EACH OF THE COMPANY AND THE
SIGNIFICANT SUBSIDIARIES HAS FULL CORPORATE POWER AND AUTHORITY TO OWN OR LEASE
ITS PROPERTIES AND TO CONDUCT ITS BUSINESS AS SUCH BUSINESS IS CURRENTLY
CONDUCTED IN ALL MATERIAL RESPECTS; ALL OUTSTANDING SHARES OF CAPITAL STOCK OF
THE SIGNIFICANT SUBSIDIARIES HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED, AND
ARE FULLY PAID AND NONASSESSABLE AND OWNED OF RECORD AND BENEFICIALLY, DIRECTLY
OR INDIRECTLY BY THE COMPANY; THE COMPANY HAS CORPORATE POWER AND AUTHORITY TO
(I) EXECUTE AND DELIVER, AND TO PERFORM ITS OBLIGATIONS UNDER, THE OPERATIVE
DOCUMENTS TO WHICH IT IS A PARTY AND (III) ISSUE AND PERFORM ITS OBLIGATIONS
UNDER THE NOTES;
(II)
NEITHER THE ISSUE AND SALE OF THE COMMON SECURITIES, THE
PREFERRED SECURITIES OR THE JUNIOR SUBORDINATED NOTES, NOR THE PURCHASE BY THE
TRUST OF THE JUNIOR SUBORDINATED NOTES, NOR THE EXECUTION AND DELIVERY OF AND
COMPLIANCE WITH THE OPERATIVE DOCUMENTS BY THE COMPANY OR THE TRUST NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY WILL CONSTITUTE A BREACH
OR VIOLATION OF THE TRUST AGREEMENT OR THE CHARTER OR BY-LAWS OR SIMILAR
ORGANIZATIONAL DOCUMENTS OF THE COMPANY;
(III)
THE TRUST AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY THE COMPANY AND DULY EXECUTED AND DELIVERED BY THE ADMINISTRATIVE
TRUSTEES;
(IV)
THE INDENTURE HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
THE COMPANY AND, ASSUMING IT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
THE INDENTURE TRUSTEE, CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE
COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY;
(V)
THE JUNIOR SUBORDINATED NOTES HAVE BEEN DULY AUTHORIZED AND
EXECUTED BY THE COMPANY AND DELIVERED TO THE INDENTURE TRUSTEE FOR
AUTHENTICATION IN ACCORDANCE WITH THE INDENTURE AND, WHEN AUTHENTICATED IN
ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND DELIVERED TO THE TRUST
AGAINST PAYMENT THEREFOR, WILL CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS
OF