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EXHIBIT 14
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of November
4, 1997 (this "Amendment"), between PIMCO Advisors Transitory Merger I L.P., a
Delaware limited partnership (the "First Partnership"), Xxxxxxxxxxx Capital, a
Delaware general partnership (the "Second Partnership"), and PIMCO Advisors
L.P., a Delaware limited partnership ("PALP").
WITNESSETH:
WHEREAS, the First Partnership, the Second Partnership and PALP are
parties to that certain Agreement and Plan of Merger dated as of November 4,
1997 (the "Merger Agreement");
WHEREAS, the parties hereto desire to amend the Merger Agreement to
increase the consideration to be issued by PALP in the merger contemplated
thereby;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Section 1.02(b) of the Merger Agreement is hereby amended to provide
that the number of Class A GP Units to be issued by PALP shall be 25,490,757.
2. Except as amended hereby, the Merger Agreement shall remain in full
force and effect.
3. This Amendment shall be construed in accordance with and governed by
the laws of the State of Delaware, without giving effect to principles of
conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized representatives as of the day and
year first above written.
PIMCO ADVISORS TRANSITORY
MERGER I L.P.
By: PIMCO Advisors L.P.,
its general partner
By: /s/ XXXXXX X. XXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
By: Value Advisors LLC,
its Limited Partner
By: /s/ XXXXXX X. XXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
XXXXXXXXXXX CAPITAL
By: Value Advisors LLC,
its Managing Partner
By: /s/ XXXXXX X. XXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
By: Xxxxxxxxxxx Capital, L.P., a Partner
By: /s/ XXXXXX X. XXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
PIMCO ADVISORS L.P.
By: /s/ XXXXXX X. XXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
