Ferydoun Ahadpour, a.k.a F. Ahadpour and Doris Ahadpour - Page 8






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          Huntington Beach refused to process CDC’s application for Phase             
          II development due to the State’s claim was CDC’s problem.                  
               Many drafts of the Third Amendment went back and forth                 
          between the parties.  Mr. Steinman prepared a final version of              
          the Third Amendment dated June 11, 1991, which petitioners                  
          signed, but which was never signed or agreed to by CDC.                     
               By letter dated July 22, 1991, Mr. Michael McCaffrey (Mr.              
          McCaffrey), who was working with Mr. Steinman as petitioners’               
          attorney, requested that First American provide petitioners with            
          a $2 million interest-free loan because escrow for Phase II had             
          not closed yet and petitioners were unable to make a required               
          loan payment for certain real estate not relevant here.  Mr.                
          McCaffrey stated that First American had an obligation to                   
          indemnify petitioners for the title problem.  On August 14, 1991,           
          petitioners and First American entered into an agreement entitled           
          “Limited Agreement” pursuant to which First American would lend             
          petitioners $600,000 interest free.  The loan was secured by the            
          Phase II property and was to be repaid out of the proceeds of its           
          eventual sale.                                                              
               By letter dated December 4, 1991, Mr. Steinman requested,              
          inter alia, that First American advance up to $700,000 to                   
          petitioners.  This amount would then be offered to CDC in order             
          to terminate the Agreement and discharge CDC’s claims under the             
          Agreement.  The loan was to be interest free and would be repaid            
          with the proceeds from the eventual sale of Phase II.  CDC was              
          not aware of this request.  On December 10, 1991, CDC notified              

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