EXHIBIT 2.5
FIRST AMENDMENT TO THE
PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT
This First Amendment to the Plan of Reorganization and Exchange
Agreement (the "Amendment") is entered into as of November 15, 1999, by and
among Belvedere Capital Partners LLC ("Belvedere"), as General Partner and on
behalf of the California Community Financial Institutions Fund Limited
Partnership (the "Fund"), and California Community Bancshares, Inc., a
Delaware corporation ("CCB Delaware"), (collectively the "Parties").
RECITALS
WHEREAS, Belvedere as General Partner and on behalf of the Fund and
CCB Delaware have entered into that certain Plan of Reorganization and
Exchange Agreement made and entered into as of September 10, 1999 (the
"Agreement"), providing that shares of California Community Bancshares, a
California corporation (formerly Placer Capital Co.) ("CCB California"), a
wholly-owned subsidiary of the Fund, will be transferred to CCB Delaware
solely in consideration of the issuance of voting shares of CCB Delaware, at
the rate of 2.4605 shares of CCB Delaware common stock for each outstanding
share of CCB California common stock (the "Exchange Rate") with the result
that CCB Delaware will own one-hundred percent (100%) of the issued and
outstanding shares of CCB California. CCB California, in turn, owns all of
the shares of Placer Sierra Bank; and
WHEREAS, effective November 3, 1999, CCB California changed its name
to Placer Capital Co., a California corporation; and
WHEREAS, the total number of shares of CCB Delaware stock to be
issued to the Fund was incorrectly stated as 13,040,650 in the Agreement; and
WHEREAS, it is the desire of the Parties to amend the Agreement to:
(a) replace all references to California Community Bancshares, a California
corporation, with Placer Capital Co., a California corporation; and (b)
replace all references in the Agreement to 13,040,650 with 13,040,657
respecting the total number of shares of CCB Delaware's common stock to be
issued to the Fund.
NOW, THEREFORE, BE IT RESOLVED, that for valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
1. The Agreement is hereby amended to replace California Community
Bancshares, a California corporation, with Placer Capital Co., a
California corporation, and any and all references in the Agreement to
"CCB California" shall mean Placer Capital Co.
2. Subdivision 1.1 of Section 1 of the Agreement is amended in full to
read:
"1.1 STOCK OF CCB DELAWARE. On the Effective Date, CCB Delaware shall
issue to the Fund 13,040,657 shares of its voting common stock in
consideration of the transfer to CCB Delaware of all of the issued and
outstanding shares of the common stock of CCB California."
3. Subdivision 1.2 of Section 1 of the Agreement is amended in full to
read:
"1.2 STOCK OF CCB CALIFORNIA. On the Effective Date, the Fund will
transfer to CCB Delaware all of the issued and outstanding shares of
common stock of CCB California in consideration of the issuance to the
Fund of 13,040,657 shares of common stock of CCB Delaware."
4. REFERENCES. Upon execution and delivery of this Amendment, all
references made in the Agreement and any exhibits thereto to the
"Agreement" and the provisions thereof, shall be deemed to refer to the
Agreement, as amended by this Amendment.
5. NO OTHER AMENDMENT OR CHANGES. Except as expressly amended or modified
by this Amendment, all of the terms and conditions of this Amendment
shall remain in full force and effect.
6. DEFINITIONS. All capitalized terms used herein and not otherwise
defined or amended shall have the meaning attributed to them in the
Agreement.
[SIGNATURE PAGE FOLLOWS.]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized officers as of the day and year first
above written.
CALIFORNIA COMMUNITY FINANCIAL INSTITUTIONS
FUND LIMITED PARTNERSHIP
BY BELVEDERE CAPITAL PARTNERS LLC,
GENERAL PARTNER
By /s/Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx, Manager
By /s/ Xxxxxxx X. Xxxxxx, Xx.
-------------------------------
Xxxxxxx X. Xxxxxx, Xx., Manager
CALIFORNIA COMMUNITY BANCSHARES, INC.,
A DELAWARE CORPORATION
By /s/ Xxxxxxx X. Xxxxxx, Xx
-------------------------------
Xxxxxxx X. Xxxxxx, Xx., Chairman
By /s/ J. Xxxxxx Xxxxx
-------------------------------
J. Xxxxxx Xxxxx, Secretary
-3-
