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, Jack Roubinek, Daniel T. Phillips, 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
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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.
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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/ Daniel T. Phillips
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Daniel T. Phillips, President
MELLON INVESTOR SERVICES LLC, as Rights Agent
By: /s/ Tim L. Reagam
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Name: Tim L. Reagan
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Its: Assistant Vice President
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