EXHIBIT 2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment (the "Amendment"), dated as of March 10,
2000, is entered into by and between Prism Financial Corporation, a
Delaware corporation, (the "Company"), and LaSalle Bank National
Association, a national banking association, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent have entered into a
Rights Agreement, dated as of January 27, 2000 (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 27 of the Agreement provides, among other
things, that prior to the Distribution Date (as such term is defined in the
Agreement) the Company may and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Agreement without the
approval of any holders of certificates representing shares of the
Company's common stock, par value $.01 per share.
NOW, THEREFORE, the Company and the Rights Agent hereby amend
the Agreement as follows:
1. Paragraph (d) of Section 1 of the Agreement is hereby amended
by adding to the end of such paragraph (d) the following:
Notwithstanding the foregoing, for purposes of this Agreement,
none of Royal Bank of Canada, a Canadian corporation ("Parent"),
Rainbow Acquisition Subsidiary, Inc., a Delaware corporation and a
wholly-owned indirect subsidiary of Parent ("Purchaser"), and their
Affiliates or Associates shall be deemed to be the "Beneficial Owner"
of, or "beneficially own," any shares of Common Stock solely by
virtue of (i) the execution of the Merger Agreement, dated as of
March 10, 2000 (the "Merger Agreement," which term shall include any
amendments thereto) by and among the Company, Parent and Purchaser,
or (ii) the execution of the Stockholders' Agreement, dated as of
March 10, 2000 (the "Stockholders' Agreement," which term shall
include any amendments thereto) by and among Parent, Purchaser and
certain holders of the Common Stock, or (iii) the consummation of any
of the transactions contemplated by either the Merger Agreement or
the Stockholders' Agreement, including, without limitation, the
public or other announcement of the tender offer provided for by the
Merger Agreement (the "Offer"), the consummation of the Offer, the
public or other announcement of the merger provided for by the Merger
Agreement (the "Merger"), the consummation of the Merger, the public or
other announcement of the acquisition by Parent, Purchaser or any of
their Affiliates of beneficial ownership of any securities of the Company
pursuant to the Stockholders' Agreement, and the acquisition by
Parent, Purchaser or any of their Affiliates of beneficial ownership
of any securities of the Company pursuant to the Offer, the Merger
Agreement or the Stockholders' Agreement.
2. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.
3. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original,
and all of which together shall constitute but one and the same instrument.
4. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements
contained in the Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and affect.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
Attest: PRISM FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxx Xxxxx Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Chief Financial Officer
Attest: LASALLE BANK NATIONAL
ASSOCIATION
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President Title: First Vice President
