Exhibit 10.5
VOTING AGREEMENT
December 29, 2006
To
The Original Term B Lenders
and
The Purchasers, referred to below
c/o Silver Point Finance, L.L.C.,
2 Greenwich Plaza
Greenwich, CT 06830
Attention: Claudio Chappell
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Re:
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Third Amended
and Restated Credit Agreement (the “ Credit Agreement
”) dated as of December 29, 2006 among Dominion Homes,
Inc. (the “ Company ”), the lenders party
thereto, The Huntington National Bank and Silver Point Finance, LLC
and the Warrant Purchase Agreement (the “ Warrant Purchase
Agreement ”) dated as of December 29, 2006 among the
Company and the purchasers named therein (the “
Purchasers ”).
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Ladies and Gentlemen:
This letter agreement is being
entered into among and between BRC Properties, Inc. (the “
Key Shareholder ”), the Company, the Original Term B
Lenders (as defined in the Credit Agreement) and the Purchasers and
delivered in connection with the Credit Agreement and the Warrant
Purchase Agreement and is intended to supplement the Credit
Agreement and the Warrant Purchase Agreement with respect to the
subject matter contained herein (but not otherwise). Capitalized
terms used but not defined herein shall have the meanings assigned
thereto in the Warrant Purchase Agreement or the Credit Agreement,
as applicable.
The parties hereby agree to the
following:
1. The Key Shareholder agrees that
during all times when the Original Term B Lenders or the
Purchasers, as the case may be, are entitled to designate directors
for election to the Board, to vote, or cause to be voted, all
shares (whether now owned or after acquired) of voting securities
(“ Shares ”) in the Company beneficially owned
by such Key Shareholder or over which such Key Shareholder has
voting control, from time to time and at all times, in whatever
manner necessary to ensure that at each annual or special meeting
of stockholders at which an election or removal of directors is
considered, or pursuant to any written consent, (i) Designated
Board Members, that are reasonably acceptable to a majority of the
beneficial owners of the Key Shareholder, are elected to the Board
and (ii) no Designated Board Member is removed from office,
without cause, unless such removal is directed or approved by the
written consent of a majority of the Original Term B Lenders or the
Purchasers holding a majority of the Warrants, as
applicable.
