Ferydoun Ahadpour, A.K.A. F. Ahadpour, and Doris Ahadpour - Page 8

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               Around October 1990, petitioners and CDC began negotiating a           
          “Third Amendment to Agreement for Purchase and Sale of Real                 
          Property and Escrow Instructions” (Third Amendment) in order to             
          establish terms for a further extension of the Phase II escrow.             
          During these negotiations, CDC was aware of the State’s easement            
          claim but wanted to ultimately close the Phase II escrow if the             
          claim could be satisfactorily resolved.  Also during this time,             
          petitioners took the position that CDC had an unconditional                 
          obligation to purchase Phase II and the fact that the City of               
          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           

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