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EXHIBIT 10.7
FIRST AMENDMENT TO AGREEMENT
AND PLAN OF REORGANIZATION
This First Amendment to Agreement and Plan of Reorganization
("Amendment") is dated as of February 27, 1997, and is entered into among
Xxxxxxx X. Xxxxx, Corporation Capital Leasing Group, Inc., First Sierra
Financial, Inc. and First Sierra Pennsylvania, Inc.
Recitals
Each of the parties named in the preamble are parties to that certain
Agreement and Plan of Reorganization dated as of October 15, 1996 (the
"Agreement"). The parties desire to amend the Agreement in accordance with the
terms of this Amendment. Any capitalized term used but not defined herein
shall have the meaning ascribed to such term in the Agreement.
NOW, THEREFORE, in and for the mutual covenants and agreements set forth
herein, the parties agree as follows:
1. Amendments. (a) Section 2(c)(iii)(3) is amended by deleting all
the provisions following the first sentence thereof with the exception of the
last sentence of such section.
(b) Section 2(c)(iv) is amended by deleting all of the
provisions following the first sentence thereof with the exception of the last
sentence of such section.
(c) Section 2(c)(vi)(2) is amended by deleting the last two
sentences thereof and by amending the third to last sentence by placing a
period after the number "43,691" and deleting the remaining language.
(d) Section 1 of the Agreement is amended by deleting the
definitions of "Decreasing Adjustment Event" and "Increasing Adjustment Event"
and substituting the following in lieu thereof:
"Decreasing Adjustment Event" means the reduction of the number
of shares of First Sierra Common Stock outstanding at any time after the
issuance of the Preferred Stock by virtue of a reverse stock split."
"Increasing Adjustment Event" means an increase in the number of
shares of First Sierra Common Stock outstanding at any time after the
issuance of the Preferred Stock by virtue of a stock dividend payable in
shares of First Sierra Common Stock or by virtue of a subdivision or
split-up of shares of First Sierra Common Stock."
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2. Miscellaneous. As amended herein, the Agreement is
ratified and confirmed by all parties. This Amendment may be executed
in any number of original counterparts, all of which will constitute but
one and the same instrument.
EXECUTED as of the date first above written.
/s/ XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX
CORPORATE CAPITAL LEASING GROUP, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
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Title: President
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FIRST SIERRA FINANCIAL, INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, President
FIRST SIERRA PENNSYLVANIA, INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, President
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