^ EXHIBIT 10.71 AMENDMENT TO STOCK PURCHASE AGREEMENT
^ FIRST AMENDMENT TO
^ STOCK PURCHASE AGREEMENT
^ This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT ("First Amendment")
is entered into and effective this 6TH day of June, 2001, by and among
Centennial First Financial Services, A California corporation ("Centennial"),
Community West Bancshares, a California corporation ("Community"), Community's
wholly-owned subsidiary, Palomar Community Bank, a California banking
corporation ("Palomar") and Xxxxxxx Xxxxxxx, an individual ("Xxxxxxx").
RECITALS
WHEREAS, Centennial, Community, Palomar and Xxxxxxx entered into that
certain Stock Purchase Agreement ("Stock Purchase Agreement") dated as of
December 1, 2000, pursuant to which Centennial will acquire all of the
outstanding shares of Palomar from Community ("Stock Purchase").
WHEREAS, the respective Boards of Directors of Palomar, Community and
Centennial have determined that it is in the best interests of Palomar,
Community and Centennial and their respective shareholders and Xxxxxxx has
determined that it is in his best interest to extend the Capital Raising Date
and amend the Stock Purchase Agreement as set forth in this First Amendment.
NOW THEREFORE, in consideration of the foregoing and respective
representations, warranties, covenants and other agreements set forth herein,
and intending to be legally bound hereby, Centennial, Community, Palomar and
Xxxxxxx hereby amend the Stock Purchase Agreement and agree as follows:
1. CAPITAL RAISING DATE. The definition of the term "Capital
Raising Date" as set forth in Section 1.1 of the Stock Purchase Agreement be,
and it hereby is, amended to read as follows:
"CAPITAL RAISING DATE" shall mean the earlier of: (i) August
15, 2001; or (ii) sixty (60) days from the date on which the
Registration Statement of Centennial on Form SB-2 to be used to raise
the Centennial Minimum New Capital is declared effective by the
Securities Exchange Commission."
2. EFFECT OF FIRST AMENDMENT. Except to the extent the Stock Purchase
Agreement is amended by this First Amendment, the remaining terms and provisions
of the Stock Purchase Agreement shall remain unmodified and in full force and
effect. All capitalized terms used and not otherwise defined in this First
Amendment, but defined in the Stock Purchase Agreement, shall have the same
meaning in the First Amendment as in the Stock Purchase Agreement. In the event
of any conflict between the terms of the Stock Purchase Agreement and the terms
of this First Amendment the terms of the First Amendment shall prevail.
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3. ENTIRE AGREEMENT. This First Amendment embodies the entire
understanding between Centennial, Community, Palomar and Xxxxxxx with respect to
its subject matter and can be changed only by an instrument in writing signed by
Centennial, Community, Palomar and Xxxxxxx.
4. COUNTERPARTS. This First Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which,
together, shall constitute one and the same First Amendment.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the day and year first set forth above. ^
CENTENNIAL FIRST FINANCIAL SERVICES
By:
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Xxxxxxx X. Xxxxxxx, President
By:
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Xxxxx Xxxxxxxx, Secretary
COMMUNITY WEST BANCSHARES
By:
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Xxxxxxxxx X. Xxxxx, President
By:
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Xxxxxxxxx X. Xxxxxxxx, Secretary
PALOMAR COMMUNITY BANK
By:
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Xxxxxxx Xxxxxxx, President
By:
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Xxx Xxxxxxx, Secretary
XXXXXXX XXXXXXX
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