Exhibit 20
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
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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
--------------------------------- ------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President Title: First Vice President
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