Exhibit 4.1.2
SECOND AMENDMENT TO RIGHTS AGREEMENT
This SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as
of June 27, 2002 (the "Amendment"), is by and between FIRSTPLUS Financial Group,
Inc., a Nevada corporation (the "Corporation"), and, at the request of the
Corporation, Mellon Investor Services LLC (formerly Chasemellon Shareholder
Services, L.L.C.), a New Jersey limited liability company (the "Rights Agent").
RECITALS
1. The Corporation and the Rights Agent executed that certain Rights
Agreement dated as of May 20, 1998, and amended by that certain First Amendment
to Rights Agreement dated as of October 25, 2001 (together, the "Rights
Agreement").
2. The Board of Directors of the Corporation (the "Directors") believes
it to be in the best interest of the Corporation to amend the Rights Agreement
so as to provide additional protection with respect to accidental triggering of
the dilutive provisions of the Rights Agreement.
3. The Directors, pursuant to resolutions adopted on May 24, 2002,
authorized an officer of the Corporation to execute the Amendment and direct the
Rights Agent to execute the Amendment.
AGREEMENT
Accordingly, in consideration of the premises and the mutual agreement
herein set forth the parties hereby agree as follows:
1. The Rights Agreement is hereby amended by deleting Section 1(a) in
its entirety and substituting the following in lieu thereof:
"(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the shares of
Common Stock then outstanding, but still not include an Exempt
Person (as such term is hereinafter defined), CL Capital Lending,
LLC, a Texas limited liability company, Xxxx Xxxxxxxx, Xxxxxx X.
Xxxxxxxx, or any of its or their Affiliates (as such term is
hereinafter defined); provided, however, that (i) if the Board of
Directors of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person" became such inadvertently
(including, without limitation, because (A) such Person was unaware
that it beneficially owned a percentage of Common Stock that would
otherwise cause such Person to be an "Acquiring Person" or (B) such
Person was aware of the extent of its Beneficial Ownership of Common
Stock but had no actual knowledge of the consequences of such
Beneficial Ownership under this Agreement) and without any intention
of changing or influencing control of the Company, and if such
Person as promptly as practicable divested or divests itself of
Beneficial Ownership of a sufficient number of shares of Common
Stock so that such Person would no longer be an "Acquiring Person,"
then such Person shall not be deemed to be or to have become an
"Acquiring Person" for any purposes of this Agreement; (ii) if, as
of the date hereof, any Person is the Beneficial Owner of 15% or
more of the shares of Common Stock outstanding, such Person shall
not be or become an "Acquiring Person" unless and until such time as
such Person shall become the Beneficial Owner of an additional 1% of
the shares of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common
Stock in shares of Common Stock or pursuant to a split or
subdivision of the outstanding Common Stock), unless, upon becoming
the Beneficial Owner of such additional shares of Common Stock, such
Person is not then the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding; and (iii) no Person shall become
an "Acquiring Person" as the result of an acquisition of shares of
Common Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares of Common
Stock beneficially owned by such Person to 15% or more of the shares
of Common Stock then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding by reason of such share
acquisitions by the Company and shall thereafter become the
Beneficial Owner of any additional shares of Common Stock (other
than pursuant to a dividend or distribution paid or made by the
Company on the outstanding Common Stock in shares of Common Stock or
pursuant to a split or subdivision of the outstanding Common Stock),
then such Person shall be deemed to be an "Acquiring Person" unless
upon becoming the Beneficial Owner of such additional shares of
Common Stock such Person does not beneficially own 15% or more of
the shares of Common Stock then outstanding. For all purposes of
this Agreement, any calculation of the number of shares of Common
Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of
Common Stock of which any Person is the Beneficial Owner, shall be
made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of
the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as in effect on the date
hereof."
2. The Rights Agreement, as amended hereby, shall remain in full force
and effect.
3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.
[INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year first above written.
FIRSTPLUS FINANCIAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx, President
MELLON INVESTOR SERVICES LLC, as Rights Agent
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Its: Assistant Vice President
