EXHIBIT B
DYNEX DYNEX CAPITAL, INC.
0000 XXX XXXX, XXXXX 000
XXXX XXXXX, XXXXXXXX 00000
000-000-0000
FAX 000-000-0000
January 26, 2001
VIA FACSIMILE AND CERTIFIED MAIL
--------------------------------
California Investment Fund, LLC
000 Xxxx X Xxxxxx
00xx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Managing Member
RE: MERGER AGREEMENT DATED NOVEMBER 7, 2000
Dear Xx. Xxxxx:
Reference is made to the Agreement and Plan of Merger dated November
7, 2000, as amended ("Merger Agreement") between California Investment
Fund, LLC ("CIF"), DCI Acquisition Corporation and Dynex Capital, Inc.
("Dynex") and to the letter dated December 22, 2000 between Dynex and CIF
(the "December 22nd Letter"). Dynex hereby notifies you that Dynex is
terminating the Merger Agreement for CIF's breaches of its obligations
under numbered paragraphs 2 and 3 of the December 22nd Letter and pursuant
to Section 7(a)(vii) of the Merger Agreement.
Very truly yours,
DYNEX CAPITAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
Vice President, Treasurer
cc: Xxxxxxx Xxxxxxx, Esquire
