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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of July 22,
1998 (this "Agreement"), is made and entered into by and among First Sierra
Financial, Inc., a Delaware corporation ("Parent"), Sierra Acquisition
Corporation II, a Delaware corporation and a wholly-owned subsidiary of Parent
("Subsidiary"), The Republic Group, Inc., a California corporation
("Republic"), and the stockholders of the Company identified on the signature
pages hereto (each a "Stockholder" and collectively the "Stockholders"). For
purposes of this Agreement, all references to the "Company" shall mean Republic
and Eagle Holdings, LLC, a California limited liability company. This
Agreement amends the Agreement and Plan of Merger, dated as of June 24, 1998
(the "Merger Agreement"), among the parties hereto. Except as otherwise
defined herein, capitalized terms shall have the meanings ascribed to them in
the Merger Agreement.
W I T N E S S E T H:
WHEREAS, Parent, Subsidiary, the Company and the Stockholders desire
to amend the Merger Agreement on the terms and subject to the conditions set
forth herein;
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE I
AMENDMENTS
SECTION 1.1 ARTICLES OF INCORPORATION OF SURVIVING CORPORATION.
Section 2.1 of the Merger Agreement is hereby amended to read in full as
follows:
"SECTION 2.1 ARTICLES OF INCORPORATION. The Articles of
Incorporation of Republic in effect immediately prior to the
Effective Time shall be the Articles of Incorporation of the
Surviving Corporation after the Effective Time."
SECTION 1.2 BYLAWS OF SURVIVING CORPORATION. Section 2.2 of the
Merger Agreement is hereby amended to read in full as follows:
"SECTION 2.2 BYLAWS. The Bylaws of Republic in effect
immediately prior to the Effective Time shall be the Bylaws of
the Surviving Corporation after the Effective Time."
SECTION 1.3 CONVERSION OF COMPANY SECURITIES IN THE MERGER. The
dollar amount "$27,550,000" in the numerator of the Exchange Ratio set forth in
Section 3.1(a) of the Merger Agreement is hereby deleted and the dollar amount
"$27,350,000" shall be substituted therefor.
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SECTION 1.4 INDEMNIFICATION; LIMITATIONS AS TO TIME. The words "one
year" in the sixth line of Section 10.5(a) of the Merger Agreement are hereby
deleted and the words "of issuance of the first report of Parent's independent
auditors on the combined operations of Parent and the Company" shall be
substituted therefor.
ARTICLE II
GENERAL PROVISIONS
SECTION 2.1 MISCELLANEOUS. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of Delaware applicable to contracts executed and to be performed wholly
within such state. The exclusive venue for the adjudication of any dispute or
proceeding arising out of this Agreement or the performance hereof shall be the
courts located in the state of Delaware and the parties hereto and their
affiliates each consent to and hereby submit to the jurisdiction of any court
located in the State of Delaware.
SECTION 2.2 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Parent, Subsidiary, the Company and Stockholders
have caused this Agreement to be signed by their respective officers and
attested to as of the date first written above.
FIRST SIERRA FINANCIAL, INC.
Attest:
By:
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Secretary Name:
Title:
SIERRA ACQUISITION
CORPORATION II
Attest:
By:
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Secretary Name:
Title:
THE REPUBLIC GROUP, INC.
By:
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Secretary Name:
Title:
STOCKHOLDERS:
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