AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of February 17, 1999, to the Rights Agreement,
dated as of June 1, 1997 (the "Rights Agreement"), between Providian Financial
Corporation, a Delaware corporation (the "Company"), and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent"). Capitalized terms not
otherwise defined herein have the meanings set forth in the Rights Agreement.
Pursuant to Section 27 of the Rights Agreement, the Company may from time
to time supplement or amend the Rights Agreement in order, among other things,
to make any provisions with respect to the Rights as the Company may deem
necessary or desirable. The Board of Directors of the Company has determined
that it is desirable to adjust the Purchase Price of the Rights as set forth in
this Amendment. This Amendment has been duly authorized by the Company and the
Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the Company and the Rights Agent agree as follows:
1. Section 7(b) of the Rights Agreement is hereby modified and amended to
read in its entirety as
follows:
(b) the Purchase Price for each one-hundredth of a Preferred Share
purchasable pursuant to the exercise of a Right shall be $900, subject to
adjustment from time to time as provided in Sections 11 and 13 hereof, and
shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.
2. Pursuant to Section 11(n) of the Rights Agreement, the Rights were
adjusted upon the three-for-two split of Common Shares effected on December 15,
1998, so that each Right represents as of December 15, 1998, the right to
purchase one one-hundred and fiftieth of a Preferred Share upon proper exercise
of a Right. Accordingly, as a result of the adjustment set forth in this
Amendment to the Purchase Price for each one one-hundredth of a Preferred Share,
the amount payable upon the exercise of a Right for the purchase of one
one-hundred and fiftieth of a Preferred Share is $600. The Rights shall be
subject to further adjustment as set forth in the Rights Agreement.
3. As modified and amended by this Amendment, the Rights Agreement is
hereby ratified and confirmed in all respects. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of the
Rights Agreement.
IN WITNESS WHEREOF, the Company and the Rights agent have caused this
Amendment to be duly executed and attested, all as of the date and year first
above written.
Attest: PROVIDIAN FINANCIAL CORPORATION
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxx Xxxxxx Xxxxx X. Xxxxxxx
Legal Counsel Executive Vice President,
Chief Financial Officer and
Treasurer
Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxxxx
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Xxxx X. Xxxxxx Xxxxxx Xxxxxxxxxx
Customer Service Officer Assistant Vice President
