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CUSIP NO. 69316G 10 8
EXHIBIT 2.3
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 to STOCK PURCHASE AGREEMENT (the "Amendment") is made
and entered into as of March 19, 2001 by and between FBOP CORPORATION, an
Illinois corporation (the "Purchaser") or its Affiliate(s) and BIL Securities
(Offshore) Ltd. ("Seller").
WITNESSETH:
WHEREAS, Seller is the owner of 1,912,272 issued and outstanding shares of
common stock, $0.01 par value per share (the "Shares") of PBOC Holdings, Inc., a
Delaware corporation (the "Holding Company");
WHEREAS, Purchaser and Seller have entered into a Stock Purchase Agreement
dated as of November 7, 2000 pursuant to which, subject to receipt of regulatory
approvals and subject to certain other conditions, Purchaser is to acquire the
Shares from Seller (the "Transaction");
WHEREAS, the Purchaser, FBOP Acquisition Company ("Acquisition") and
Holding Company have entered into an Agreement and Plan of Merger dated as of
the 8th day of December, 2000 (the "Merger Agreement");
WHEREAS, the Merger Agreement provides for the merger of Acquisition with
and into Holding Company upon the terms and conditions contained therein and in
accordance with applicable laws (the "Merger");
WHEREAS, as of the date hereof, Purchaser has not received regulatory
approval of the Transaction or the Merger, and the parties wish to amend the
Stock Purchase Agreement to extend its termination date and to make certain
other changes as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:
1. DEFINITIONS. Terms used herein and not otherwise defined shall have
the meanings set forth in the Stock Purchase Agreement.
2. EXTENSION. Section 2.2 of the Stock Purchase Agreement hereby is
deleted in its entirety and replaced with the following:
"2.2 EXTENSION OF CLOSING DATE; INTEREST.
(a) The Closing Date shall be no later than the 90th day following
the date of this Agreement; PROVIDED, HOWEVER, that if the required
approvals of any Applicable Governmental Authorities (as defined below)
have not been received within such 90-day period, the Closing Date shall
automatically be extended for an additional period of up to 120 days. Upon
such extension, Purchaser shall deposit an amount in cash equal to 5% of
the Purchase Price ($956,136) in an escrow account ("Escrowed Funds")
established with San Diego National Bank pursuant to an escrow agreement on
terms mutually acceptable to Purchaser and such escrow agent.
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(b) Beginning as of April 7, 2001 and ending on the Interest
Termination Date (as defined below), interest shall accrue on the amount of
the Purchase Price at a daily rate of $5,239.10 (calculated at 1/365 of a
per annum rate of 10% applied to the purchase price of $19,122,720). Such
interest shall be payable to Seller in arrears on the first day of each
month beginning May 1, 2001. As used herein, "Interest Termination Date"
means the earlier of (i) the Effective Time of the Merger (as defined in
the Merger Agreement) or (ii) the termination of the Merger Agreement, or
(iii) the termination of the Stock Purchase Agreement. Such interest shall
be payable through and including the Interest Termination Date regardless
of whether the Closing occurs."
3. CLOSING DATE. Section 9.3 of the Stock Purchase Agreement is
deleted in its entirety and replaced with the following:
"CLOSING DATE. The Closing Date shall be no later than the 90th
day following the date of this Agreement, subject to an additional
120-day extension as described in Section 2.2 hereof."
4. TERMINATION. Section 10.1(iv) of the Stock Purchase Agreement
is amended by replacing "60-day" with "120-day."
5. EFFECT OF TERMINATION. Section 10.2 of the Stock Purchase
Agreement is deleted in its entirety and replaced with the following:
"EFFECT OF TERMINATION. If this Agreement is terminated
pursuant to Section 10.1, all obligations of the parties hereunder
shall terminate, except for the obligations set forth in Section 12.2
and Section 12.17, which shall survive the termination of this
Agreement, and except that no such termination shall relieve any
party from liability for any prior willful breach of this
Agreement; and provided, further, that such termination does not
affect Purchaser's obligation under Section 2.2(b) to pay interest
up to and including the Interest Termination Date."
6. MERGER. In the event the Effective Time of the Merger occurs
prior to the termination of the Stock Purchase Agreement, if so directed by
Purchaser, the Shares will be surrendered in accordance with the transmittal
materials forwarded to Holding Company stockholders in connection with the
Merger.
7. RATIFICATION. The Stock Purchase Agreement and all of the
documents referred to therein or contemplated thereby hereby are amended such
that all references therein to the Stock Purchase Agreement are deemed to
include this Amendment. The Stock Purchase Agreement as amended hereby shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date first above written.
BIL SECURITIES (OFFSHORE) LTD.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Authorized Agent
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FBOP CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President and
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Chief Financial Officer
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