EXHIBIT 2.1 =============================================================================== AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 18th, 2000 • Schuler Homes Inc • Operative builders • Delaware
RECITALSLoan Agreement • January 23rd, 1997 • Schuler Homes Inc • Operative builders • Arizona
LAND FORM REAL ESTATE PURCHASE & SALE AGREEMENT THIS CONTRACT CONTROLS THE TERMS OF THE SALE OF REAL PROPERTY (Please read carefully before signing)Purchase and Sale Agreement • November 13th, 1996 • Schuler Homes Inc • Operative builders
EXHIBIT BRegistration Rights Agreement • September 18th, 2000 • Schuler Homes Inc • Operative builders • Delaware
WITNESSETH:Credit Agreement • November 16th, 1998 • Schuler Homes Inc • Operative builders • Hawaii
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT ("Amendment"), dated July 2, 1999, and effective as of July 2, 1999, is made by and among (i) SCHULER HOMES, INC., a Delaware corporation (the "Company"); (ii) SCHULER...Credit Agreement • August 13th, 1999 • Schuler Homes Inc • Operative builders • Hawaii
REGISTRATION RIGHTS AGREEMENT Dated as of April 30, 1998 by and among SCHULER HOMES, INC. the SUBSIDIARY GUARANTORS PARTY HERETO and BANCAMERICA ROBERTSON STEPHENS JEFFERIES & COMPANY, INC. NATIONSBANC MONTGOMERY SECURITIES LLC SBC WARBURG DILLON READ...Registration Rights Agreement • June 25th, 1998 • Schuler Homes Inc • Operative builders • New York
WITNESSETH:Credit Agreement • May 15th, 1997 • Schuler Homes Inc • Operative builders • Hawaii
GUARANTYGuaranty • November 15th, 1999 • Schuler Homes Inc • Operative builders • Hawaii
MODIFICATION AGREEMENT DATE: January 8, 1997 PARTIES: Borrower: Melody Homes, Inc., a Delaware corporation Borrower 11031 Sheridan Boulevard Address: Westminster, Colorado 80020 Bank: Bank One, Arizona, NA, a national banking association Bank Western...Modification Agreement • January 23rd, 1997 • Schuler Homes Inc • Operative builders • Arizona
EXHIBIT CStockholders Agreement • September 18th, 2000 • Schuler Homes Inc • Operative builders • Delaware
AGREEMENT ---------Voting Agreement • September 18th, 2000 • Schuler Homes Inc • Operative builders • Delaware
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT ("Amendment"), dated July 22, 1999, and effective as of July 22, 1999, is made by and among (i) SCHULER HOMES, INC., a Delaware corporation (the "Company"); (ii) SCHULER...Credit Agreement • August 13th, 1999 • Schuler Homes Inc • Operative builders • Hawaii
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of September 30, 1999Credit Agreement • November 15th, 1999 • Schuler Homes Inc • Operative builders • Hawaii
AMONGStock Purchase Agreement • January 23rd, 1997 • Schuler Homes Inc • Operative builders • Delaware
Exhibit 10.45 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2001 SCHULER HOMES, INC., as the Borrower,Credit Agreement • June 29th, 2001 • Schuler Residential Inc • Operative builders • Hawaii
0200622.01 GUARANTY This Guaranty is made by SCHULER HOMES OF CALIFORNIA, INC., a California corporation, SCHULER HOMES OF OREGON, INC., an Oregon corporation, SCHULER HOMES OF WASHINGTON, INC., a Washington corporation, MELODY HOMES, INC., a Delaware...Schuler Homes Inc • March 31st, 1999 • Operative builders • Hawaii
GUARANTY ($200,000,000.00 Credit Facility) This Guaranty is made by SCHULER HOMES OF CALIFORNIA, INC., a California corporation, SCHULER HOMES OF OREGON, INC., an Oregon corporation, SCHULER HOMES OF WASHINGTON, INC., a Washington corporation, MELODY...Schuler Residential Inc • June 29th, 2001 • Operative builders • Hawaii
SECOND AMENDMENT TO LOAN DOCUMENTS THIS SECOND AMENDMENT TO LOAN DOCUMENTS ("Amendment"), dated April 29, 1998, and effective as of April 29, 1998, is made by and among (i) SCHULER HOMES, INC., a Delaware corporation (the "Company"); (ii) SCHULER...Loan Documents • May 14th, 1998 • Schuler Homes Inc • Operative builders • Hawaii
SUPPLEMENT NO. 1 TO CREDIT AGREEMENT This Supplement No. 1 to Credit Agreement ("Supplement No. 1") is entered into by and among SCHULER HOMES, INC., a Delaware corporation (the "Company") the banks party to this Supplement No. 1 (collectively...Credit Agreement • January 23rd, 1997 • Schuler Homes Inc • Operative builders
W I T N E S S E T H T H A T:Credit Agreement • March 31st, 1999 • Schuler Homes Inc • Operative builders • Hawaii
SCHULER HOMES, INC. STOCK PURCHASE AGREEMENT I hereby elect to participate in the Employee Stock Purchase Plan (the "ESPP") for the offering period specified below, and I hereby subscribe to purchase shares of Common Stock of Schuler Homes, Inc. (the...Stock Purchase Agreement • July 31st, 1998 • Schuler Homes Inc • Operative builders
GUARANTYGuaranty • May 14th, 1998 • Schuler Homes Inc • Operative builders • Hawaii
Action Complete Sections: ------ ------------------ SECTION 1: / / New Enrollment 2, 3, 6, 7 AND sign attached ACTIONS Stock Purchase Agreement / / Payroll Deduction Change 2, 4, 7 / / Terminate Payroll Deductions 2, 5, 7 / / Beneficiary Change 2, 6, 7Employee Stock Purchase Plan • July 31st, 1998 • Schuler Homes Inc • Operative builders
----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- SECTION 3: Effective with the Purchase Interval Beginning: Payroll Deduction Amount: _____% of cash earnings* NEW / / March 1, 199_ ENROLLMENT / / September 1, 199_ * Must be a multiple of 1% up to a maximum of 15% of / / Initial Offering Period -- August 1, 1998 cash earnings
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 14th, 2001 • Schuler Homes Inc • Operative builders • Hawaii
SCHULER HOMES, INC. THE GUARANTORS PARTY HERETO AND U.S. TRUST COMPANY OF CALIFORNIA, N.A. AS TRUSTEE ------------ INDENTURE DATED AS OF MAY 6, 1998 ------------Indenture • May 14th, 1998 • Schuler Homes Inc • Operative builders • New York
247229.4 FIRST AMENDMENT TO GUARANTY This First Amendment to Guaranty ("Amendment") is made by SCHULER HOMES OF CALIFORNIA, INC., a California corporation, SCHULER HOMES OF OREGON, INC., an Oregon corporation, SCHULER HOMES OF WASHINGTON, INC., a...Schuler Homes Inc • February 14th, 2001 • Operative builders
ARTICLE I DEFINITIONSAdoption Agreement • March 31st, 1999 • Schuler Homes Inc • Operative builders
SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Security Agreement") made as of January 8, 1997, by and between MELODY HOMES, INC., a Delaware corporation, and MELODY MORTGAGE CO., a Colorado corporation (hereinafter individually and collectively called...Security Agreement • January 23rd, 1997 • Schuler Homes Inc • Operative builders • Colorado
