Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Schedule 13D (Amendment 1) Re: Capital Pacific. 10 62K
2: EX-1 Written Agreement 1 7K
3: EX-2 Stock Purchase Agreement 13 46K
4: EX-3 Escrow Agreement 12 36K
5: EX-4 Investment and Stockholder Agreement 35 124K
6: EX-5 Form of Registration Rights Agreement 9 46K
7: EX-6 Form of Indirect Stockholders Agrement 7 30K
8: EX-7 Cert. of Formation and Ltd. Liability Co. Agr. 17 45K
Exhibit 2
[EXECUTION COPY]
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (as amended or otherwise modified from
time to time pursuant to the terms hereof, the "Agreement"), dated September 29,
1997, is among California Housing Finance L.P., a Delaware limited partnership,
(the "Purchaser"), and CPH2, LLC, a Delaware limited liability company ("CPH2,
LLC") and CPH3, LLC, a Delaware limited liability company ("CPH3, LLC")
(collectively with CPH2, LLC the "Selling Stockholder"), and collectively the
beneficial and record owner of 11,238,691 shares (or 74.9%) of the issued and
outstanding shares of common stock, par value $.10 per share (the "Common
Stock") of Capital Pacific Holdings, Inc. (the "Company").
WHEREAS, the Selling Stockholder agrees to sell and the Purchaser
agrees to purchase 2,484,340 shares (the "Shares") of the issued and outstanding
Common Stock of the Company ("Common Stock") owned by the Selling Stockholder
for an aggregate purchase price of $10,000,000 (the "Purchase Price").
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements set forth herein, the
parties agree as follows:
ARTICLE I
THE PURCHASE AND SALE
SECTION 1.01 Purchase and Sale of Common Stock. Subject to the terms
and conditions set forth in this Agreement, at the Closing, the Selling
Stockholder (in respective amounts to be designated and disclosed to Purchaser
prior to the Closing) hereby agrees to sell, convey, transfer and deliver to the
Purchaser, and the Purchaser will purchase from the Selling Stockholder, the
Shares for the Purchase Price.
SECTION 1.02 The Closing. The closing of the purchase and sale of the
Shares hereunder (the "Closing") shall take place at the offices of Wiley, Rein
& Fielding, 1776 K Street, N.W., Washington, D.C. 20006, at 10:00 a.m.,
Washington Time, on the latter of October 1, 1997 and the date of satisfaction
or waiver of the conditions set forth in Article IV, unless another date and
time is agreed upon by the Purchaser and the Selling Stockholder. The date on
which the Closing occurs is referred to in this Agreement as the "Closing Date."
SECTION 1.03 Delivery and Payment. Within five (5) Business Days of the
date of this Agreement, the Selling Stockholder shall deliver to NationsBank,
N.A. (the "Escrow Agent") stock certificates in definitive form, together with
stock powers duly endorsed in blank representing the Shares. As against payment
in full for the Shares, and against delivery of the stock certificates and stock
powers to the Escrow Agent therefor as aforesaid, the
Purchaser shall deliver, within five (5) Business Days of the date hereof, to
the Escrow Agent, by wire transfer to the account designated by the Escrow Agent
in writing to the Purchaser or, at the option of the Escrow Agent, by delivery
of a certified or bank cashier's check payable to the order of the Escrow Agent,
the amount of the full Purchase Price.
SECTION 1.04 Escrow.
(a) Simultaneously with the execution and delivery of this Agreement,
the Selling Stockholder, the Purchaser and the Escrow Agent have entered into an
escrow agreement, substantially in the form attached hereto as Exhibit A (the
"Escrow Agreement"). Upon receipt in accordance with the terms of this
Agreement, the Escrow Agent shall hold the certificates representing the Shares
and the Purchase Price in accordance with the terms and provisions of the Escrow
Agreement.
(b) At the Closing, subject to the satisfaction of the conditions set
forth in this Agreement and in the Escrow Agreement, the Escrow Agent shall
deliver (i) the certificates representing the Shares together with stock powers
duly endorsed in blank, to the Purchaser, and (ii) the Purchase Price, by wire
transfer of immediately available funds, to the Selling Stockholder.
(c) At all times prior to the Closing, the Selling Stockholder shall
have the sole power to vote the Shares.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE SELLING STOCKHOLDER
CPH2, LLC and CPH3, LLC, jointly and severally, represent and warrant
to the Purchaser as of the date hereof and as of the Closing Date:
SECTION 2.01 Organization, Qualifications and Corporate Power. Each of
CPH2, LLC and CPH3, LLC is a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Delaware and is
duly licensed or qualified to transact business as a foreign Company and is in
good standing in each jurisdiction in which the nature of the business
transacted by it or the character of the properties owned or leased by it
requires such licensing or qualification, except where the failure to be so
licensed or qualified and in good standing would not, individually or in the
aggregate, have a material adverse effect on the business, financial condition,
results of operations, prospects, properties, assets or affairs of CPH2, LLC or
CPH3, LLC, respectively, or the ability of CPH2, LLC or CPH3, LLC, to perform
and comply in all material respects with all of its respective covenants and
agreements contained in this Agreement (a "Material Adverse Effect"). The
Selling Stockholder has full power and authority (i) to own and hold its
properties and to carry on its business as now conducted, and (ii) to execute,
deliver and perform its obligations under this Agreement.
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SECTION 2.02 Common Stock Ownership. The Selling Stockholder is the
beneficial and record owner of the Shares in the respective amounts set forth on
Schedule A, free and clear of any lien, claim encumbrance or security interest
of any kind (each a "Lien"), and will transfer to the Purchaser good and
marketable title to such Shares, free and clear of any Lien.
SECTION 2.03 Authorization of Agreement, Etc. The execution and
delivery by the Selling Stockholder and the performance by the Selling
Stockholder of its obligations hereunder, and the sale and delivery of the
Shares by the Selling Stockholder, have been duly authorized by the relevant
proceedings of each Selling Stockholder and will not (i) violate any provision
of law or regulatory agency (including any stock exchange rules or
requirements), or any order of any court or other agency of government, (ii)
conflict with or result in a breach of any provision of the limited liability
company agreement of either Selling Stockholder, (iii) conflict with, result in
a violation or breach of or constitute (with due notice or lapse of time or
both) a default under, any note, bond, mortgage, indenture, deed of trust,
license, lease, joint venture agreement, collaborative arrangement or
relationship or other contract, commitment or agreement or other instrument or
obligation to which the Selling Stockholder or any of its properties or assets
may be bound or (iv) result in the creation or imposition of any lien, claim,
encumbrance or security interest of any kind upon any of the properties or
assets of the Selling Stockholder.
SECTION 2.04 Validity. This Agreement has been duly executed and
delivered by the Selling Stockholder and constitutes the legal, valid and
binding obligations of the Selling Stockholder, enforceable against the Selling
Stockholder in accordance with its terms, except as the enforceability hereof
may be limited (i) by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights generally and (ii) by
general equitable principles regardless of whether considered in a proceeding in
equity or at law.
SECTION 2.05 Governmental Approvals. Subject to the accuracy of the
representations and warranties of the Purchaser set forth in Section 3.04, no
registration or filing with, or consent or approval of or other action by, any
Federal, state or other governmental agency or instrumentality or regulatory
body is or will be necessary for the valid execution, delivery and performance
by the Selling Stockholder of this Agreement, or the delivery, sale and transfer
of the Shares to the Purchaser other than any filings necessary pursuant to
Sections 13 and 16 of the Securities Exchange Act of 1934 and the associated
regulations.
SECTION 2.06 Capitalization.
(a) The authorized capital stock of the Company consists of (1)
30,000,000 shares of Common Stock, and (2) 5,000,000 shares of Preferred Stock.
As of the date of this Agreement, 14,995,000 shares of Common Stock and no
shares of Preferred Stock (together with the Common Stock, the "Company Stock")
are outstanding. All of the Shares have been duly authorized, validly issued and
are fully paid and nonassessable. Except for the Company Stock, there are no
shares of capital stock or other equity securities of the Company outstanding.
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(b) Except for the warrants to purchase 790,000 shares of Common Stock
and as contemplated by the Related Agreements, (i) there are no preemptive or
similar rights on the part of any holder of any class of securities of the
Company, and (ii) no options, warrants, conversion or other rights, agreements
or commitments of any kind are outstanding that obligate the Company,
contingently or otherwise, to issue, sell, purchase, return or redeem any shares
of its capital stock of any class or any securities convertible into or
exchangeable for any such shares, and no authorization therefor has been given.
No shares of capital stock of the Company are held in the Company's treasury and
except in respect of the warrants described above no shares of capital stock of
the Company are reserved for issuance. There are no voting trusts, stockholder
agreements, proxies or other agreements or understandings in effect with respect
to the voting or transfer of any of the Shares.
SECTION 2.07 Misstatements. No representation or warranty contained in
this Agreement, contain or will contain, as the case may be, any material
misstatement of fact or omits or will omit, as the case may be, to state a
material fact or any fact necessary to make the statement contained therein not
materially misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Selling Stockholder that:
SECTION 3.01 Organization and Corporate Power.
(a) The Purchaser is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Purchaser has the partnership power and authority to execute, deliver and
perform this Agreement.
(b) California Housing Finance L.L.C. is the sole general partner of
the Purchaser and is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the company power and authority to execute and deliver this Agreement on behalf
of the Purchaser.
SECTION 3.02 Authorization of Agreement, Etc. The execution and
delivery by the Purchaser of this Agreement and by its general partner on behalf
of the Purchaser and the performance by Purchaser of its obligations hereunder,
have been duly authorized by all requisite limited partnership and limited
liability company action and will not (i) violate any provision of law or any
order of any court or other agency of government, (ii) conflict with or result
in a breach of any provisions of the limited liability company agreement of the
Purchaser or (iii) conflict with, result in a violation or breach of or
constitute (with due notice or lapse of time or both) a default under, any
material note, bond, mortgage, indenture,
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license, lease, contract, agreement or other instrument or obligation to which
the Purchaser or any of its assets is bound.
SECTION 3.03 Validity. This Agreement has been duly executed and
delivered by the Purchaser and constitutes the legal, valid and binding
obligation of the Purchaser, enforceable in accordance with its terms except as
the enforceability thereof may be limited (i) by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and (ii) by general equitable principles regardless of whether
considered in a proceeding in equity or at law.
SECTION 3.04 Investment Representations.
(a) The Purchaser is an "accredited investor" within the meaning of
Rule 501(a) under the Securities Act and has, together with its Affiliates,
sufficient knowledge and experience in investing in companies similar to the
Company so as to be able to evaluate the risks and merits of its investment in
the Company and it is able financially to bear the risks thereof;
(b) The Purchaser has had an opportunity to discuss the Company's
business, management and financial affairs with the Company's management to its
satisfaction and except for reliance on the representations and warranties
contained in the Related Agreements and the Information Documents, has
conducted, and relied solely upon, its own diligence with respect to the
business and properties of the Company;
(c) The Shares are being acquired by the Purchaser for its own account
for the purpose of investment and not with a view to or for sale in connection
with any distribution thereof in violation of the Securities Act;
(d) The Purchaser understands that (i) the Shares have not been
registered under the Securities Act by reason of their issuance in a transaction
exempt from the registration requirements of the Securities Act, (ii) the Shares
must be held indefinitely unless a subsequent disposition thereof is registered
under the Securities Act or is exempt from such registration and (iii) the
Company will make a notation on its transfer books to such effect.
(e) Until (i) the Shares have been effectively registered under the
Securities Act, or (ii) in the opinion of counsel satisfactory to the Company
(it being agreed that Richards Spears et al. shall be satisfactory for such
purposes) such securities may be publicly sold without registration under the
Securities Act, each certificate representing the Shares shall, except as
otherwise provided in this Section 3.04(e), bear a legend stating substantially
as follows:
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"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY'S COUNSEL
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
In the event of a transfer of the Shares, the certificate issued to the
transferee of such Shares shall bear such legend, except that such certificate
shall not bear such legend if (i) such transfer is in accordance with the
provisions of Rule 144 of the Securities Act ("Rule 144") (or any other rule
permitting public sale without registration under the Securities Act) or (ii)
the Company receives an opinion of counsel to the effect that the transferee and
any subsequent transferee (other than an affiliate of the Company) would be
entitled to transfer such securities in a public sale without registration under
the Securities Act.
ARTICLE IV
CONDITIONS TO THE OBLIGATIONS
OF THE PARTIES
SECTION 4.01 Conditions to the Obligations of the Purchaser. The
obligation of the Purchaser to purchase and pay for the Shares being purchased
by it on the Closing Date is subject to the satisfaction or waiver in writing,
on or before the Closing Date, of all of the following conditions:
(a) Representations and Warranties of the Selling Stockholder to be
True and Correct. The representations and warranties of the Selling Stockholder
contained in Article II shall be true, complete and correct in all respects on
and as of the Closing Date, with the same effect as though such representations
and warranties had been made on and as of such date, and a member of each
Selling Stockholder (with respect to their respective representations) shall
have certified in writing to the Purchaser to such effect.
(b) The Selling Stockholder's Performance. The Selling Stockholder
shall have performed and complied in all material respects with all covenants
and agreements contained in this Agreement, and a member of each Selling
Stockholder (with respect to their respective covenants and agreements) shall
have certified to the Purchaser in writing to such effect and to the further
effect that the conditions set forth in subparagraphs (a) and (b) of this
Section 4.01 have been satisfied.
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(c) Stock Certificates. The Selling Stockholder shall have delivered to
the Escrow Agent a certificate or certificates evidencing the Shares, free and
clear of all liens, claims, encumbrances or security interests of any kind of
any nature whatsoever, in each case together with stock powers duly endorsed in
blank with all requisite documentary or stock transfer tax stamps affixed, as
applicable.
(d) Supporting Documents. The Purchaser shall have received copies of
the following documents:
(i) (A) the Certification of Formation and the Limited
Liability Company Agreement of each Selling Stockholder, both certified as of a
recent date by a member of CPH2, LLC and CPH3, LLC, respectively, and (B) a
certificate of the Secretary of State of the State of Delaware dated as of a
recent date as to the due organization and good standing of each Selling
Stockholder.
(ii) a certificate of the Secretary or an Assistant
Secretary of the Company dated the Closing Date and certifying: (A) that
attached thereto is a true and complete copy of all resolutions adopted by the
Board of Directors of the Company, as required, authorizing the approval of the
Purchaser becoming an "interested stockholder" (within the meaning of Section
203 of the Delaware General Corporation Law) of the Company upon the
consummation of this Agreement, and, if applicable, a "related party
transaction," as contemplated by Article VII of the Company's By-Laws; and (B)
that all such resolutions are in full force and effect.
(iii) such additional supporting documents and other
information with respect to the operations and affairs of the Selling
Stockholder as the Purchaser or its counsel may reasonably request.
(e) Litigation. As of the Closing Date, there shall not (i) be in
effect any judgment, order, injunction or decree of any court of competent
jurisdiction, the effect of which is to prohibit or restrain the consummation of
the transactions contemplated by this Agreement or award any material damages
(after taking into account any damages for which full insurance coverage is not
in dispute) with respect to the transactions contemplated by this Agreement or
(ii) be pending any action or proceeding by a governmental authority which seeks
any of the foregoing.
(f) No Change in Law. There shall not have been any action, or any
statute enacted, by any government or agency thereof which would in any material
respect prohibit or render the parties unable to consummate the transactions
contemplated hereby or make the transactions contemplated hereby illegal.
(g) Escrow Agreement Conditions. The conditions to the release of the
Purchase Price to the Selling Stockholder and the certificates representing the
Shares to the Purchaser contained in the Escrow Agreement shall have been
satisfied.
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SECTION 4.02 Conditions to the Obligations of the Selling Stockholder.
The obligation of the Selling Stockholder to sell the Common Stock on the
Closing Date is subject to the satisfaction or waiver, on or before the Closing
Date of the following conditions:
(a) Representations and Warranties of the Purchaser to be True and
Correct. The representations and warranties of the Purchaser contained in
Article III shall be true, complete and correct in all material respects on and
as of the Closing Date, with the same effect as though such representations and
warranties had been made on and as of such date, and a senior officer of the
Purchaser shall have certified in writing to the Company to such effect.
(b) The Purchaser's Performance. The Purchaser shall have performed and
complied in all material respects with all covenants and agreements contained
herein required to be performed or complied with by it prior to or at the
Closing Date and a senior officer of the Purchaser shall have certified to the
Company in writing to such effect and to the further effect that the conditions
set forth in subparagraphs (a) and (b) of this Section 4.02 have been satisfied.
(c) Litigation. As of such Closing Date, there shall not (i) be in
effect any judgment, order, injunction or decree of any court of competent
jurisdiction, the effect of which is to prohibit or restrain the consummation of
the transactions contemplated by this Agreement or award any material damages
(after taking into account any damages for which full insurance coverage is not
in dispute) with respect to the transactions contemplated by this Agreement or
(ii) be pending any action or proceeding by a governmental authority which seeks
any of the foregoing.
(d) No Change in Law. There shall not have been any action, or any
statute enacted, by any government or agency thereof which would in any material
respect prohibit or render the parties unable to consummate the transactions
contemplated hereby or make the transactions contemplated hereby illegal.
(e) Escrow Agreement Conditions. The conditions to the release of the
Purchase Price to the Selling Stockholder and the certificates representing the
Shares to the Purchaser contained in the Escrow Agreement shall have been
satisfied.
(f) Board Approval. The Board of Directors of the Company shall have
approved the transaction pursuant to which the Purchaser become an "interested
stockholder" (within the meaning of Section 203 of the Delaware General
Corporation Law).
ARTICLE V
MISCELLANEOUS
SECTION 5.01 Expenses. Each party hereto shall pay its own expenses in
connection with the transactions contemplated by this Agreement, whether or not
such transactions shall be consummated.
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SECTION 5.02 Survival of Representations and Warranties. Any
representation and warranty made herein, or in any certificate or instrument
delivered to the Purchaser pursuant to or in connection with this Agreement,
shall survive the execution and delivery of this Agreement, and the sale,
transfer and delivery of the Shares for a period of one year and any statements
contained in any certificate or other instrument delivered by the Selling
Stockholder pursuant to Article IV shall be deemed to constitute a
representation and warranty made by the Selling Stockholder for all purposes of
this Agreement.
SECTION 5.03 Parties in Interest: Assignment. All representations,
warranties, covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not. No party may assign its rights hereunder without the prior written consent
of the other parties hereto, except (i) as provided herein, (ii) the Purchaser
may assign all of such rights to a single Affiliate. Without limiting the
generality of the foregoing, all representations, warranties, covenants, and
agreements benefiting the Purchaser shall inure to the benefit of a single
Affiliate of the Purchaser designated to purchase the Shares.
SECTION 5.04 Waiver. Any of the terms or conditions of this Agreement
may be waived at any time and from time to time in writing by the party entitled
to the benefits thereof without affecting any other terms or conditions of this
Agreement.
SECTION 5.05 Notices, Etc. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given, if delivered in person or by courier, telegraphed, telexed or by
facsimile transmission or mailed by certified or registered mail, postage
prepaid:
If to the Selling Stockholder: CPH2, LLC
CPH3, LLC
Attention: Hadi Makarechian
c/o Capital Pacific Holdings, Inc.
4100 MacArthur Blvd., Suite 200
Newport Beach, California 92660
Telecopy No.: (714) 622-8410
with a copy to: Dag Wilkinson, Esq.
Wiley, Rein & Fielding
1776 K Street, N.W.
Washington, DC 20006
Telecopy No.: (202) 429-7049
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If to the Purchaser: c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, California 94111
Attention: Steve Millham
Telecopy No.: (415) 421-2133
with a copy to: Richards Spears Kibbe & Orbe
One Chase Manhattan Plaza
57th Floor
New York, New York 10005
Attention: William Q. Orbe, Esq.
Telecopy No.: (212) 530-1801
Any party may, by written notice to the other parties, change the address or
telecopy number to which notices to such party are to be delivered or mailed or
sent by facsimile transmission. All such notices or other communications shall
be effective and be deemed to have been given as of the date on which so
hand-delivered or on the third business day following the date on which so
mailed, or if delivered by facsimile transmission, when sent and the sender
receives evidence of complete transmission without error.
SECTION 5.06 Entire Agreement: Amendment. This Agreement, the Escrow
Agreement and the Investment and Stockholder Agreement set forth the entire
agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersede all prior agreements, arrangements and
understandings relating to the subject matter hereof, both oral and written. No
representation, promise, inducement or statement of intention has been made by
either of the parties hereto which is not embodied in this Agreement, or the
written statements, certificates or other documents delivered pursuant hereto or
the other agreements referred to above, and neither of the parties hereto shall
be bound by or liable for any alleged representation, promise, inducement or
statement of intention not so set forth. This Agreement may be amended or
modified only by a written instrument executed by the parties hereto or by their
successors and assigns.
SECTION 5.07 Press Releases. None of the parties hereto shall issue any
press releases or make any public announcements of any of the transactions
contemplated by this Agreement except as may be mutually agreed to in writing by
the parties hereto; provided, however, that notwithstanding the foregoing, each
of the parties hereto shall be permitted and will cooperate with the other
party, to make such disclosures to the public or governmental authorities as
their respective counsel shall deem necessary to maintain compliance with, or to
prevent violation of, applicable laws.
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SECTION 5.08 General. This Agreement (i) shall be construed and
enforced in accordance with the laws of the State of Delaware without giving
effect to the choice of law principles thereof; and (ii) may be executed in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The Section and other
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
SECTION 5.09 Severability. To the extent that any provision of this
Agreement which does not materially affect the intent of the parties hereto
shall be invalid or unenforceable, it shall be considered deleted herefrom and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect.
SECTION 5.10 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
(a) "Person" shall means an individual, corporation, trust,
partnership, joint venture, unincorporated organization, government agency or
any agency or political subdivision thereof, or other entity.
(b) an "Affiliate" of a person shall mean someone that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such person.
(c) "Business Day" means any day on which commercial banks are not
authorized or required to close in New York, New York.
SECTION 5.11 Confidential Information. All information acquired by any
party hereto or their respective agents, representatives or Affiliates with
respect to the business of the other parties hereto ("confidential information")
in connection with the transactions contemplated hereby shall be held in strict
confidence by such party if such information is not in the public domain or was
not independently obtained or developed by such party and, if in writing, such
confidential information shall be returned by such party to the other party if
so requested in writing upon termination of this Agreement; provided however
that each party may retain one copy thereof in confidential, restricted access
files for use only in the event a dispute arises between the parties hereunder
and only in connection with that dispute. None of the parties shall use any
confidential information to the disadvantage of the other party.
SECTION 5.12 Termination. This Agreement may be terminated by either
party hereto if the Closing shall not have occurred on or before November 18,
1997, or such later date as may have been agreed upon by the parties hereto.
Upon termination, no party shall have any liability or obligation under this
Agreement except to observe the confidentiality provisions hereof and except to
the extent a party has breached its representations, warranties, covenants or
agreements hereunder.
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SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
IN WITNESS WHEREOF, the Selling Stockholder and the Purchaser have
executed this Agreement as of the day and year first above written.
CPH2, LLC
By: /s/ Hadi Makarechian
-------------------------
Name: Hadi Makarechian
Title: Member
CPH3, LLC
By: /s/ Hadi Makarechian
-------------------------
Name: Hadi Makarechian
Title: Member
CALIFORNIA HOUSING FINANCE, L.P.
By: California Housing Finance L.L.C.
Its Manager
By: Farallon Capital Management, L.L.C.
Its Manager
By: /s/ Steve Millhan
--------------------------
Steve Millham
Managing Member
516994
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SCHEDULE A
(SHAREHOLDINGS)
[Download Table]
Shares of
Common Stock
Name Beneficially Owned
---- ------------------
CPH2, LLC 4,638,657
CPH3, LLC 6,600,034
13
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SC 13D/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/18/97 | | 11 |
| | 10/1/97 | | 1 |
| Filed on: | | 9/30/97 | | | | | | | SC 13D |
| | 9/29/97 | | 1 |
| List all Filings |
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