1
EXHIBIT 10.27(b)
ADDENDUM TO STOCK PURCHASE AGREEMENT
This Addendum to Stock Purchase Agreement ("Agreement") is made as of
January 15, 1998 ("Effective Date"), by and among XXXXX XXXX, an individual
("Seller"), WESTBROOKE COMMUNITIES, INC., a Florida corporation, WESTBROOKE AT
WEST LAKE, INC., a Florida corporation, WESTBROOKE AT WINSTON TRAILS, INC., a
Florida Corporation, WESTBROOKE AT PEMBROKE PINES, INC., a Florida corporation,
and WESTBROOKE AT OAK RIDGE, INC., a Florida corporation (each of such
companies individually referred to as an "Acquired Company" and collectively
referred to as the "Acquired Companies"), XXXXXX X. XXXXXXXXXX, XXXXXXX X.
XXXXXXX and XXXXX XXXXXXX (each of such three individuals individually referred
to as a "Key Employee" and collectively referred to as the "Key Employees"),
THE WESTBROOKE PARTNERSHIP, a Florida general partnership (the "Partnership"),
PACIFIC USA HOLDINGS CORP., a Texas corporation ("Pacific USA"), NEWMARK HOMES
CORP., a Nevada corporation ("Newmark") and WESTBROOKE ACQUISITION CORP., a
Florida corporation ("Buyer").
1. This Addendum is attached to and forms a part of that certain Stock
Purchase Agreement (the "Agreement") between Seller, the Acquired Companies, the
Key Employees, the Partnership, Pacific USA, Newmark and Buyer as of even date
herewith. To the extent anything contained herein conflicts with or otherwise is
different from the provisions of the Agreement, the terms hereof shall control.
2. The following corrections are hereby made to conform the Agreement
to the Parties' mutual agreement and understanding:
A. The last paragraph of Section 10.1 of the Agreement is
deleted in its entirety.
B. Section 10.3(c) of the Agreement is deleted in its entirety
and the following is substituted in its place:
(c) It is understood and agreed that each payment pursuant
to the provisions of this Section 10 is contingent:
(i) since it is based on future operations of the
Subject Entities; and
(ii) solely with respect to each payment pursuant to
Sections 10.2(a)(i) and 10.2(b)(i), since it
shall not be payable for any Calculation Year
during which the respective Key Employee's
employment under the applicable KE Employment
Agreement is terminated
(A) by the employer therein for "cause" or by
that Key Employee otherwise than for "cause"
as each such
2
term is defined in the applicable KE
Employment Agreement, or
(B) because of the disability or death of
that Key Employee, as those terms are
contemplated by the KE Employment Agreements,
except that any amount that otherwise would
be payable in respect of the Calculation Year
during which that Key Employee's employment
is terminated for a reason stated in this
Section 10.3(c)(ii)(B) shall be payable to
the extent of the product of that amount
multiplied by a fraction of which the
numerator is the number of days in that
Calculation Year expired as of the date of
termination of employment for that reason and
the denominator is 365.
3. Facsimile execution and delivery of this Addendum shall be deemed
effective and the parties agree to execute original counterparts of this
Addendum promptly after such facsimile execution and delivery.
IN WITNESS WHEREOF, the parties have executed and delivered this Addendum
as of the date first written above:
SELLER:
/s/ XXXXX X. XXXX
-------------------------------
XXXXX X. XXXX
WESTBROOKE COMMUNITIES, INC.,
a Florida corporation
By: /s/ XXXXX X. XXXX
---------------------------
Its: President
---------------------------
WESTBROOKE AT WEST LAKE, INC.
a Florida corporation
By: /s/ XXXXX X. XXXX
---------------------------
Its: President
---------------------------
3
WESTBROOKE AT WINSTON TRAILS, INC.
a Florida corporation
By: /s/ XXXXX X. XXXX
---------------------------
Its: President
---------------------------
WESTBROOKE AT PEMBROKE PINES, INC.
a Florida corporation
By: /s/ XXXXX X. XXXX
---------------------------
Its: President
---------------------------
WESTBROOKE AT OAK RIDGE, INC.
a Florida corporation
By: /s/ XXXXX X. XXXX
---------------------------
Its: President
---------------------------
/s/ XXXXXX X. XXXXXXXXXX
-------------------------------
XXXXXX X. XXXXXXXXXX
/s/ XXXXXXX X. XXXXXXX
-------------------------------
XXXXXXX X. XXXXXXX
/s/ XXXXX XXXXXXX
-------------------------------
XXXXX XXXXXXX
THE WESTBROOKE PARTNERSHIP
a Florida corporation
By: Westbrooke Communities, Inc.
a Florida corporation, as
Managing General Partner
By: /s/ XXXXX X. XXXX
---------------------------
Its: President
---------------------------
Buyer:
4
WESTBROOKE ACQUISITION CORP.
a Florida Corporation
By: /s/ XXXXXXX X. XxXXXX
------------------------------
Xxxxxxx X. XxXxxx, President
PACIFIC USA HOLDINGS CORP.,
a Texas Corporation
By: /s/ XXXXXXX X. XxXXXX
------------------------------
Xxxxxxx X. XxXxxx, CFO
NEWMARK HOMES CORP.
a Nevada Corporation
By: /s/ XXXXXXX X. XxXXXX
------------------------------
Xxxxxxx X. XxXxxx,
Chairman of the Board
