PROVIDIAN FINANCIAL CORPORATION $250,000,000 Principal Amount 2¾% Convertible Cash to Accreting Senior Notes due 2016 Underwriting AgreementUnderwriting Agreement • March 19th, 2004 • Providian Financial Corp • National commercial banks
Providian Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (“Citigroup”), Goldman, Sachs & Co. (“Goldman”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley,”) (Citigroup, Goldman and Morgan Stanley together, the “Lead Managers”) are acting as joint lead book-running managers, $250,000,000 aggregate original principal amount of its 2¾% Convertible Cash to Accreting Senior Notes due 2016 (the “Firm Securities”), convertible into shares of common stock, par value $0.01 per share (the “Stock”), of the Company, and at the election of the Underwriters pursuant to Section 2 hereof, up to $37,500,000 additional aggregate original principal amount of such Notes (the “Optional Securities,” and together with the Firm Securities, the “Securities”).
PROVIDIAN FINANCIAL CORPORATION as Issuer and (as successor trustee to Bank One Trust Company, N.A. and The First National Bank of Chicago) as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of March 19, 2004 Supplement to Indenture dated as of May 1,...Fourth Supplemental Indenture • March 19th, 2004 • Providian Financial Corp • National commercial banks
