exv10w1



 






	 	 	 	 	 



Exhibit 10.1




STOCK PURCHASE AGREEMENT





     This Stock Purchase Agreement (this “Agreement”), dated May 25, 2006, is by and among
MAXXAM Inc., a Delaware corporation (“MAXXAM”), Scion Qualified Value Fund, a Series of
Scion Qualified Funds, LLC, a Delaware limited liability company (“SQVF”) and Scion Value
Fund, a Series of Scion Funds, LLC, a Delaware limited liability company (“SVF”), and
collectively with SQVF, the “Sellers”).



RECITALS




     WHEREAS, SQVF is the beneficial and record holder of 546,541 shares (the “SQVF
Shares”) of common stock of MAXXAM, par value of $0.50 per share (“MAXXAM Common
Stock”); and



     WHEREAS, SVF is the beneficial and record holder of 157,559 shares (the “SVF Shares”)
of MAXXAM Common Stock; and



     WHEREAS, the Sellers wish to sell, and MAXXAM wishes to purchase, all of the SQVF Shares and
SVF Shares on the terms and subject to the conditions set forth in this Agreement.



     NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements set
forth herein, the parties hereto agree as follows:



ARTICLE 1 — PURCHASE AND SALE OF THE MAXXAM SHARES




     1.1      On the terms and subject to the conditions of this Agreement, SQVF hereby sells and MAXXAM
hereby purchases from SQVF the SQVF Shares, and SVF hereby sells and MAXXAM hereby purchases from
SVF the SVF Shares. The purchase price for such shares is $31.70 per each share of MAXXAM Common
Stock, or an aggregate amount of $17,325,349.70 payable to SQVF (the “SQVF Purchase Price”)
and $4,994,620.30 payable to SVF (the “SVF Purchase Price”).



     1.2      Closing of the purchase and sale of the SQVF Shares and the SVF Shares (the
“Closing”) shall take place at the offices of Andrews Kurth LLP, 600 Travis Street, Suite
4200, Houston, Texas 77002, on June 2, 2006 or as soon thereafter as practicable. At the Closing,
the Sellers shall deliver and surrender to MAXXAM upon receipt of the payment specified below, one
or more certificates evidencing the SQVF Shares and the SVF Shares, in each case accompanied by
appropriate instruments of transfer duly endorsed by the respective Seller, transferring the SQVF
Shares and SVF Shares to MAXXAM. At the Closing, MAXXAM shall deliver to SQVF the SQVF Purchase
Price and to SVF the SVF Purchase Price in immediately available funds by means of wire transfer to
the accounts designated by Sellers and as set forth on Schedule A attached hereto.



ARTICLE
2 — REPRESENTATIONS AND WARRANTIES OF MAXXAM




     MAXXAM represents and warrants to the Sellers as follows:



     2.1      Authority. MAXXAM is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. MAXXAM has full corporate power and authority,
without the consent or approval of any other person, to execute and deliver this Agreement and to
consummate the transactions contemplated by this Agreement. All corporate action required to be
taken by or on behalf of MAXXAM to authorize the execution, delivery and performance of this
Agreement has been duly and properly taken.



 









 





     2.2      Validity. This Agreement is duly executed and delivered and constitutes a lawful,
valid and binding obligation of MAXXAM, enforceable against MAXXAM in accordance with its terms.
The execution and delivery of this Agreement and the consummation of the transactions contemplated
by this Agreement by MAXXAM is not prohibited by, does not violate, conflict with, or require
consent under any provision of, and does not result in a default under (a) the charter or bylaws of
MAXXAM; (b) any material contract, agreement or other instrument to which MAXXAM is a party or by
which MAXXAM is bound; (c) any order, writ, injunction, decree or judgment of any court or
governmental agency applicable to MAXXAM; or (d) any law, rule or regulation applicable to MAXXAM.



ARTICLE
3 — REPRESENTATIONS AND WARRANTIES OF THE SELLERS




     Each Seller, severally and not jointly, represents and warrants to MAXXAM:



     3.1      Authority. Such Seller is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation. Such Seller has full power and authority,
without the consent or approval of any other person, to execute and deliver this Agreement and to
consummate the transactions contemplated by this Agreement. All action required to be taken by or
on behalf of such Seller to authorize the execution, delivery and performance of this Agreement has
been duly and properly taken.



     3.2      Validity. This Agreement is duly executed and delivered and constitutes a lawful,
valid and binding obligation of such Seller, enforceable against such Seller in accordance with its
terms. The execution and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement by such Seller is not prohibited by, does not violate, conflict
with, or require consent under any provision of, and does not result in a default under (a) the
documents under which such Seller was formed or the organizational documents which govern such
Seller; (b) any material contract, agreement or other instrument to which such Seller is a party or
by which such Seller is bound; (c) any order, writ, injunction, decree or judgment of any court or
governmental agency applicable to such Seller; or (d) any law, rule or regulation applicable to
such Seller.



     3.3      Ownership. Such Seller is the sole record and beneficial owner of the shares of
MAXXAM Common Stock that are being transferred to MAXXAM by such Seller pursuant to Article 1. The
shares of MAXXAM Common Stock being transferred to MAXXAM by such Seller constitute all of such
shares held, directly or indirectly, by such Seller. Such Seller has good and marketable title to
the shares of MAXXAM Common Stock being transferred to MAXXAM by such Seller, free and clear of any
lien, security interest, encumbrance or claim of any kind or nature whatsoever. MAXXAM is obtaining
good and indefeasible title to the shares of MAXXAM Common Stock being transferred to it by such
Seller pursuant to Article 1, free and clear of any lien, security interest, encumbrance or claim
of any kind or nature whatsoever.



     3.4      Status of Sellers. Such Seller and its trustees, officers, directors, managers,
partners or other persons responsible for managing and conducting its affairs have such knowledge
and experience in financial and business matters as to enable them to evaluate the merits and risks
of the transactions contemplated by this Agreement.



ARTICLE
4 — MISCELLANEOUS




     4.1      Costs, Expenses and Taxes. Except as provided below, each party shall pay all of
its own costs and expenses, including its legal fees, in connection with the performance of and
compliance with this Agreement by such party, and all transfer, documentary and similar taxes in
connection with the delivery of the shares of MAXXAM Common Stock to be made hereunder. If an
action or proceeding is commenced by a party to enforce or interpret any provisions of this
Agreement, the non-prevailing party or parties shall promptly reimburse the prevailing party or
parties for the prevailing party’s or parties’ reasonable costs and expenses of such action or
proceeding, including reasonable attorneys fees.



 









 





     4.2      Survival of Representations. All representations, warranties, covenants and
agreements of the parties contained in this Agreement shall survive the consummation of the
transactions contemplated by this Agreement.



     4.3      Successors and Assigns. None of MAXXAM, SQVF or SVF shall (or shall agree to)
assign, pledge, convey, hypothecate, grant a security interest in, or grant to any other party any
rights under this Agreement, without the prior written consent of each other party to this
Agreement, and this Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.



     4.4      Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware, without giving effect to the conflicts of laws
provisions thereof.



     4.5      Headings. The headings preceding the text of the sections and subsections hereof
are inserted solely for convenience of reference, and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or effect.



     4.6      Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but which together shall constitute one and the same agreement.



     4.7      Further Assurances. Each party shall cooperate and take such action as may be
reasonably requested by another party in order to carry out the provisions and purposes of this
Agreement and the transactions contemplated hereby.



     4.8      Nature of Agreement. Any amendment or waiver of this Agreement must be in
writing, must refer to this Agreement, and be signed by the party against whom enforcement of the
same is sought. No failure on the part of any party to this Agreement to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any other or future exercise thereof or any other right.
This Agreement sets forth all of the promises, covenants, agreements, conditions and undertakings
between the parties with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions, express or implied, oral
or written.



     4.9      Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement will be in writing and will be deemed to
have been given when personally delivered (including by Federal Express or other reputable courier
service) or sent by facsimile transmission to the applicable number specified on Schedule A (with a
confirming copy to be sent by next day delivery by Federal Express or other reputable, regularly
operating courier service). Notices, demands and communications to MAXXAM, SQVF or SVF will, unless
another address is specified in writing, be sent to the respective address indicated on the
signature page to this Agreement.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
set forth opposite their respective signatures.



	 	 	 	 	 	 	 
	“MAXXAM”	 	MAXXAM Inc.  

	 
	 	 	 	 	 	 
	 

	 	By:

Its:
	 	/s/ J. Kent Friedman
 

Vice Chairman
	 	 
 
 

	 
	 	 	 	 	 	 
	 	 	Address: 1330 Post Oak Blvd., Suite 2000

Houston, Texas 77056

Attention: Treasury Department
	 
	 	 	 	 	 	 
	 	 	with a copy to:

Attention: Corporate Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	“SQVF”	 	Scion Qualified Value Fund, a Series of Scion Qualified Funds, LLC  

	 
	 	 	 	 	 	 
	 

	 	By:
	 	Scion Capital, LLC, its managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Burry	 	 
	 

	 	 	 	 
	 	 
	 

	 	Its:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 20400 Stevens Creek Blvd., Suite 840

Cupertino, CA 95014
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	“SVF”	 	Scion Value Fund, a Series of Scion Funds, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Scion Capital, LLC, its managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Burry	 	 
	 

	 	 	 	 
	 	 
	 

	 	Its:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	Address: 20400 Stevens Creek Blvd., Suite 840

Cupertino, CA 95014