EXHIBIT (c)(3)
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AMENDMENT TO PURCHASE AGREEMENT
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THIS AMENDMENT TO PURCHASE AGREEMENT (the "Amendment") is made and entered
into as of the 10th day of December, 1993 by and between the Base Assets Trust
(the "Seller") and M.D.C. Holdings, Inc., a Delaware corporation (the "Buyer").
WHEREAS, Seller and Buyer have entered into a Purchase Agreement, dated as
of December 6, 1993 (the "Purchase Agreement") providing for the sale by Seller
and the purchase by Buyer of certain shares of common stock (the "MDC Common
Stock") of Buyer, shares of common stock (the "Richmond Common Stock") of
Richmond Homes, Inc. I, a 45%-owned affiliate of Buyer ("Richmond"), shares of
Class A Preferred Stock of Richmond and a general partnership interest in the
Rock Creek Investment Partnership, all as more particularly set forth on Exhibit
A to the Purchase Agreement.
WHEREAS, Seller and Buyer desire to amend the Purchase Agreement in the
manner described below.
NOW THEREFORE, in consideration of the foregoing, the parties hereto hereby
agree as follows:
1. Amendments.
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1.01 Amendment to Section 1.02 of the Purchase Agreement.
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Section 1.02 of the Purchase Agreement is hereby amended and restated as
follows:
"Section 1.02. Term. This Agreement shall terminate on January 31, 1994,
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unless earlier terminated or extended pursuant to the provisions hereof
(the "Termination Date"); provided, however, that the right to receive the
Payment in Section 1.03, the rights set forth in Section 4.01(n), the
rights set forth in Article V and the right to indemnification in Section
7.07 shall survive any termination of this Agreement."
1.02 Amendment to Section 2.01 of the Purchase Agreement.
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Section 2.01 of the Purchase Agreement is hereby amended to delete the
proviso set forth in (i) thereof and insert in its place the following:
"(i) If either Messr. Larry A. Mizel or Messr. David D. Mandarich
receive (x) in the case of Richmond Common Stock, consideration with a
value in excess of $1,005 per share (if such consideration is received
in the form of MDC Common Stock, then the value of such MDC Common
Stock shall be determined by using the per share price received by
Seller for its MDC common stock as determined in accordance with
(b)(2) above), then the Purchase Price shall be adjusted by adding
thereto an amount equal to the product of such excess and 1,990 or (y)
in the case of MDC Common Stock, a per share purchase price in excess
of the amount determined in accordance with (b)(2) above, then the
Purchase Price shall be adjusted by adding thereto an amount equal to
the product of such excess and 2,560,866"
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1.03 Amendment to Section 4.01(n). Section 4.01(n) is hereby amended to add to
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the end of such section the following:
"In the event that Buyer consummates the purchase of Richmond Common
Stock owned by Messrs. Mizel or Mandarich after the Closing Date (a
"Subsequent Transaction"), the obligation to adjust the Purchase Price
set forth in Section 2.01(i) hereof (the "Purchase Price Adjustment")
shall survive the closing of the transactions contemplated hereby and
shall terminate one year after the Closing Date; provided, however,
for purposes of calculating the value of the MDC Common Stock, if any,
received by Messrs. Mizel or Mandarich as consideration for such
Richmond Common Stock in any Subsequent Transaction, the per share
price determined pursuant to Section 2.01(b)(2) hereof shall be used,
provided that the term "Closing Date" used for purposes of the
calculation in Section 2.01(b)(2) shall mean the date the Subsequent
Transaction is consummated. Buyer shall immediately deliver any such
Purchase Price Adjustment to the Seller upon closing of the Subsequent
Transaction giving rise to the Purchase Price Adjustment."
2.0 GOVERNING LAW. THE PARTIES HERETO HEREBY EXPRESSLY AGREE THAT THE TERMS
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AND CONDITIONS HEREOF, AND THE SUBSEQUENT PERFORMANCE HEREUNDER, SHALL BE
CONSTRUED AND CONTROLLED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
3.0 Counterparts and Terms. This Agreement may be executed in any number of
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counterparts, each of which will be deemed to be an original, but such
counterparts, will, together, constitute only one instrument. Capitalized
terms used herein and not otherwise defined shall have the meanings given
thereto in the Purchase Agreement. Except as otherwise expressly amended
pursuant to this Amendment, the Purchase Agreement shall continue in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.
BUYER:
M.D.C. HOLDINGS, INC.
a Delaware corporation
ATTEST:
By: /s/ Paris G. Reece III By: /s/ Spencer I. Browne
_____________________________ ______________________________
SELLER:
BASE ASSETS TRUST
By: Aurora National Life
Assurance Company,
as Trustee
ATTEST:
By:_____________________________ By: ______________________________
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.
BUYER:
M.D.C. HOLDINGS, INC.
a Delaware corporation
ATTEST:
By:_____________________________ By: __________________________
SELLER:
BASE ASSETS TRUST
By: Aurora National Life
Assurance Company,
as Trustee
ATTEST:
By: /s/ Peter Deakins By: /s/ Michael Parks
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