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Exhibit 1
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 16, 2001 by and between FBOP CORPORATION, an
Illinois corporation (the "Purchaser") or its Affiliate(s) and Trustees of the
Estate of Xxxxxxx Xxxxxx Xxxxxx ("Seller").
WITNESSETH:
WHEREAS, Seller is the owner of 4,759,848 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 1, 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 ($2,379,924) 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.
(b) Beginning as of April 1, 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 $13,041 (calculated at 1/365 of
per annum rate of 10% applied to the purchase price of $47,598,480).
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:
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"Closing Date. The Closing Date shall be no later than the 90th
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.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the date first above written.
TRUSTEES OF THE ESTATE OF XXXXXXX
XXXXXX XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Investment Officer
FBOP CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
