EXHIBIT B
CALIFORNIA INVESTMENT FUND, LLC
December 26, 2000
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED
AND BY FACSIMILE: (000) 000-0000
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Xx. Xxxxxx X. Xxxxx
President
Dynex Capital, Inc.
0000 Xxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxxx 00000
Re: AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 7, 2000 BY AND AMONG
CALIFORNIA INVESTMENT FUND, LLC, DCI ACQUISITION CORPORATION AND DYNEX
CAPITAL, INC.
Dear Xx. Xxxxx:
Reference is made to your letter dated December 22, 2000 to the
undersigned and your related press release, to the effect that the December 19,
2000 letter from Freemont Investment and Loan does not satisfy the provisions of
Section 5(e) of the Merger Agreement. As we have previously indicated to you in
our telephone conversations, we do not agree with your position regarding the
letter from Freemont and reserve all of our rights in connection therewith.
Nevertheless, we have decided to enter into the letter agreement
attached hereto in order to move this transaction forward.
Very truly yours,
California Investment Fund, LLC
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Managing Member
CC: Xxxxxxxxx X. Xxxxxx, Esq.
000 Xxxx X Xxxxxx, 00xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
(000) 000-0000 (000) 000-0000 fax
