AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of March 5, 2008 (this “Amendment”), is
entered into by and between UCBH Holdings, Inc., a Delaware corporation (the “Company”), and Mellon
Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”). Capitalized
terms used but not otherwise defined herein have the respective meanings set forth in the Rights
Agreement dated as of January 28, 2003 between the Company and the Rights Agent.
WHEREAS, on January 28, 2003, the Board of Directors of the Company authorized and declared a
dividend distribution to be made as of February 14, 2003 (the “Rights Dividend Declaration Date”)
of one Right for each share of common stock, par value $0.01 per share, of the Company (the “Common
Stock”) outstanding at the close of business on January 31, 2003 (the “Record Date”), and
authorized the issuance of one Right (as such number may be adjusted pursuant to the provisions of
Section 11(p) of the Rights Agreement) for each share of Common Stock of the Company issued between
the Record Date (whether originally issued or delivered from the Company’s treasury) and the
Distribution Date;
WHEREAS, in connection therewith, the Company and the Rights Agent entered into the Rights
Agreement, setting forth the terms and conditions pursuant to which each Right may be exercised for
the purchase of one one-thousandth of a share of Series A Participating Preferred Stock of the
Company having the rights, powers and preferences set forth in the form of Certificate of
Designation, Preferences and Rights attached as Exhibit A to the Rights Agreement, upon the terms
and subject to the conditions set forth in the Rights Agreement (the “Rights”);
WHEREAS, the Company and China Minsheng Banking Corp., Ltd., a Chinese joint stock commercial
bank (“Minsheng”), entered into an Investment Agreement and an Investor’s Rights and Standstill
Agreement, each dated as of October 7, 2007 (the “Investment Agreement” and the “Investor’s Rights
Agreement,” respectively), pursuant to which Minsheng will acquire an aggregate of 9.9% of the
outstanding shares of Common Stock of the Company, with a mutual option by Minsheng and the Company
to increase Minsheng’s ownership to an aggregate of 20.0%, and will have certain anti-dilution
rights;
WHEREAS, under the Rights Agreement, any Person who or which, together with all Affiliates and
Associates of such Person, becomes the Beneficial Owners of 15% or more of the outstanding shares
of Common Stock shall be deemed an “Acquiring Person” as defined therein;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent
shall, if the Company so directs, supplement or amend any provision of this Agreement prior to the
Distribution Date without the approval of any holders of certificates representing shares of Common
Stock;
WHEREAS, the Company’s Board of Directors has directed that the Rights Agreement be amended so
that Minsheng shall not be deemed “Acquiring Person” under the Agreement as a result of Minsheng’s
purchases of Common Stock and exercises of anti-dilution and other rights
pursuant to and in accordance with the Investment Agreement and the Investor’s Rights
Agreement.
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NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements contained herein, and intending to be legally bound hereby, the parties agree as
follows:
Section 1. Amendments. Section 1(a) of the Rights Agreement hereby is amended to read, in its
entirety, as follows:
(a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates
and Associates of such Person, shall become the Beneficial Owner of fifteen percent (15%) or
more of the shares of Common Stock then outstanding, but shall not include (i) the Company,
(ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company, or of
any Subsidiary of the Company, or any Person or entity organized, appointed or established
by the Company for or pursuant to the terms of any such plan, (iv) any Person who becomes
the Beneficial Owner of fifteen (15%) or more of the shares of Common Stock then outstanding
as a result of a reduction in the number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company unless and until such Person, after
becoming aware that such Person has become the Beneficial Owner of fifteen percent (15%) or
more of the then outstanding shares of Common Stock, acquires beneficial ownership of
additional shares of Common Stock representing more than one percent (1%) of the shares of
Common Stock then outstanding, at which time such Person shall be deemed to be an Acquiring
Person, or (v) China Minsheng Banking Corp., Ltd., a Chinese joint stock commercial bank
(“Minsheng”), or any of its Affiliates and Associates, unless and until (A) Minsheng becomes
the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then
outstanding and (B) the Buyer Percentage (as defined in the Investment Agreement and the
Investor’s Rights and Standstill Agreement, each dated October 7, 2007, between the Company
and Minsheng) becomes greater than the then current Permitted Buyer Percentage (as defined
in the Investor’s Rights and Standstill Agreement dated October 7, 2007 between the Company
and Minsheng (the “Investor’s Rights Agreement”)), at which time Minsheng shall be deemed to
be an Acquiring Person; provided, however, that Minsheng shall not be deemed to be an
Acquiring Person as a result of (X) Minsheng becoming the Beneficial Owner of fifteen
percent (15%) or more of the shares of Common Stock then outstanding or (Y) the Buyer
Percentage having become greater than the then current Permitted Buyer Percentage, in either
case, solely as a result of a reduction in the number of shares of Common Stock outstanding
due to the repurchase or redemption of shares of Common Stock by the Company unless and
until Minsheng, or any of its Affiliates or Associates, after becoming aware that Minsheng
has become the Beneficial Owner of fifteen percent (15%) or more of the shares of Common
Stock then outstanding and that the Buyer Percentage has become greater than the then
current Permitted Buyer Percentage, acquires beneficial ownership of any additional shares
of Common Stock, at which time Minsheng shall be deemed to be an Acquiring Person.
Section 2. Ratification. The parties hereby ratify and confirm the terms of the Rights
Agreement, as amended by this Amendment. As amended hereby, the Rights Agreement shall remain in
full force and effect in accordance with the terms thereof.
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Section 3. Entire Agreement. This Amendment, together with the Rights Agreement, as amended
hereby, and all exhibits and other attachments thereto, constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof. Notwithstanding the foregoing, any provision of any document
or instrument referred to herein that conflicts with any provision of this Amendment shall be
superseded by the provisions hereof.
Section 4. Severability. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain
in full force and effect and shall in no way be affected, impaired or invalidated.
Section 5. Compliance. The Rights Agent shall not be subject to, nor be required to interpret
or comply with, nor determine if any Person has complied with, either the Investment Agreement or
the Investor’s Rights Agreement, even though reference thereto may be made in this Amendment and
the Rights Agreement.
Section 6. Direction to Rights Agent. By its execution and delivery hereof, the Company
directs the Rights Agent to execute this Amendment.
Section 7. Governing Law; Jurisdiction; Waiver of Jury Trial. 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 made
and to be performed entirely within such State; provided, however, that the rights, obligations and
duties of the Rights Agent hereunder shall be governed by and construed in accordance with the laws
of the State of New York. The parties agree that all actions and proceedings arising out of this
Amendment or any of the transactions contemplated hereby, shall be brought in the United States
District Court for the Southern District of New York or in a New York Court in New York County, and
that in connection with any such action or proceeding, submit to the jurisdiction of, and venue in,
such Court. Each of the parties hereto also irrevocably waives all right to a trial by jury in any
action, proceeding or counterclaim arising out of this Amendment or the transactions contemplated
hereby.
Section 8. Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
Section 9. Descriptive Headings. Descriptive headings of this Amendment are inserted for
convenience only and shall not control or affect the meaning or construction of any of the
provisions hereof.
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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.
| UCBH HOLDINGS, INC. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| MELLON INVESTOR SERVICES LLC | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
