Amendment Two To Rights Agreement
Exhibit
4.5
Amendment
Two
To
This
Amendment Two to Rights Agreement (this “Amendment”) is dated
as of February 25, 2009, between Central Pacific Financial Corp., a
Hawaii corporation (the “Company”) and ▇▇▇▇▇
Fargo Bank N.A., a national bank (the “Rights
Agent”).
Recitals
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A.
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On
August 26, 1998, the Company, which was formerly known as CPB, Inc. and
ChaseMellon Shareholder Services, a limited liability company organized
under the laws of the State of New Jersey, as rights agent, entered into a
Rights Agreement (the “Rights
Agreement”) in order to set forth provisions relating to the
dividend of one preferred share purchase right (a “Right”) for each Common Share (as defined
in the Rights Agreement) of the Company outstanding on September 16,
1998. Unless otherwise defined herein, the capitalized terms in
this Amendment shall have the same meaning as set forth in the Rights
Agreement.
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B.
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On
November 1, 2005, the Rights Agent became the successor Rights Agent under
the Rights Agreement.
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C.
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On
August 26, 2008, an Amendment One to Rights Agreement was adopted by the
Board of Directors of the Company (the “Board”) extending the expiration date of
the Rights for one year in order to provide the Company time to consider
whether to adopt a new Rights Agreement to replace the Rights Agreement,
or to amend and/or extend the Rights Agreement, with the intent to present
such new rights agreement or amended/extended Rights Agreement for
shareholder approval at the Corporation’s 2009 annual shareholders’
meeting.
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D.
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After
further consideration, the Board believes it is in the best interest of
the Company and its shareholders to amend the Rights Agreement to
accelerate the expiration date of the Rights to March 15, 2009, at which
time the Rights will expire and cease to be in
effect.
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E.
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It
is the intent of the parties by this Amendment to amend the Rights
Agreement in accordance with the terms set forth
below.
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Amendment
In
consideration of the premises and the mutual agreements herein set forth, the
parties agree as follows:
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1.
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Amendment to Rights
Agreement. The Final Expiration Date as set forth in
Section 7(a)(i) of the Rights Agreement shall be accelerated to March 15,
2009. Accordingly, Section 7(a) shall be amended and restated
to read as follows:
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“(a) The
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part at any time
after the Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the principal office of the Rights Agent, together with payment
of the Purchase Price for each one one-hundredth (1/100th) of a Preferred Share
as to which the Rights are exercised, at or prior to the earliest of (i) the
close of business on March 15, 2009 (the “Final Expiration Date”),
(ii) the time at which the Rights are redeemed as provided in Section 23 hereof
(the “Redemption Date”), or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.”
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2.
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Governing Law. This Amendment
shall be deemed to be a contract made under the laws of the State of
Hawaii 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 to be performed entirely with such State, without regard to any
conflicts of laws, principles thereof; provided, however, that all
provisions regarding the rights, duties and obligations of the Rights
Agent shall be governed by and construed in accordance of the State of New
York applicable to contracts made and to be performed entirely within such
State.
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3.
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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 such counterparts
shall together constitute but one and the same
instrument. Facsimile and electronically transmitted signatures
shall have the same force and effect as original
signatures.
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4.
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No Further Amendment. Except as
specifically amended above, the terms and provisions of the Rights
Agreement shall remain otherwise unchanged and in full force and
effect.
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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.
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▇▇▇▇▇
Fargo Bank N.A.
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By: /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇
▇▇▇▇▇
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Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Print
Name: ▇▇▇▇▇ ▇▇▇▇▇
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Print
Title: President & CEO
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Print
Title: Assistant Vice
President
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