RESTATEMENT AGREEMENT

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                            $1,200,000,000
                     TERMINATION, REPLACEMENT AND
                         RESTATEMENT AGREEMENT

                       Dated as of May 14, 1996

                                 among

                     FIRST DEPOSIT NATIONAL BANK,

                       PROVIDIAN NATIONAL BANK,

                     PROVIDIAN CREDIT CORPORATION

                                  and

                   PROVIDIAN CREDIT SERVICES, INC.,
                             as Borrowers,

                       PROVIDIAN BANCORP, INC.,
                             as Guarantor,

                       THE LENDERS NAMED HEREIN,
                              as Lenders

                                  and

                       THE CHASE MANHATTAN BANK
                        (NATIONAL ASSOCIATION),
                        as Administrative Agent

                                  and
   BANK OF AMERICA NATIONAL TRUST 
      AND SAVINGS ASSOCIATION                         THE BANK OF NEW YORK

        CITICORP USA, INC.                               COMMERZBANK AG

CREDIT LYONNAIS, SAN FRANCISCO BRANCH                     CREDIT SUISSE         
        DEUTSCHE BANK AG                            NATIONSBANK OF TEXAS, N.A.  
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                                    Contents

                                                          Page
                                                     

1.  TERMINATION, REPLACEMENT AND RESTATEMENT                1

2.  REPRESENTATIONS AND WARRANTIES                          6

3.  CONDITIONS TO EFFECTIVENESS                             6

4.  APPLICABLE LAW                                          8

5.  EXISTING CREDIT AGREEMENT                               8

6.  NEW CREDIT AGREEMENT                                    8

7.  TRANSITION PROVISIONS                                   8

8.  COUNTERPARTS                                            9

            TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT

                                                    
TERMINATION,  REPLACEMENT  AND RESTATEMENT  AGREEMENT,  dated as of May 14, 1996
(this "TRR  Agreement"),  among FIRST DEPOSIT  NATIONAL BANK, a national banking
association  incorporated,  organized and existing  under the laws of the United
States  of  America  ("FDNB"),  PROVIDIAN  NATIONAL  BANK,  a  national  banking
association  incorporated,  organized and existing  under the laws of the United
States of America ("PNB"), PROVIDIAN CREDIT CORPORATION, a corporation organized
and  existing  under the laws of the State of Delaware  ("PCC"),  and  PROVIDIAN
CREDIT  SERVICES,  INC., a corporation  organized and existing under the laws of
the State of Utah ("PCSI";  together with FDNB,  PNB and PCC, the  "Borrowers");
PROVIDIAN BANCORP,  INC., a corporation organized and existing under the laws of
the  State of  Delaware  (the  "Guarantor";  together  with the  Borrowers,  the
"Obligors"); the banks and financial institutions (individually, a "Lender" and,
collectively,  the  "Lenders")  listed on the  signature  pages hereof under the
captions  "Continuing  Lenders"  (the  "Continuing   Lenders")  and  "Additional
Lenders" (the  "Additional  Lenders");  and THE CHASE  MANHATTAN  BANK (NATIONAL
ASSOCIATION),  a national banking  association,  as administrative agent for the
Lenders (in such capacity, the "Agent").  Terms used but not defined in this TRR
Agreement shall have the respective  meanings assigned to them in the New Credit
Agreement (as defined below).

                                  RECITALS

A. The  Borrowers,  the  Guarantor,  the  Continuing  Lenders  and the Agent are
parties to an $800,000,000  Amended and Restated Credit  Agreement,  dated as of
October  10, 1995 (the  "Existing  Credit  Agreement").  B. The  Borrowers,  the
Guarantor,  the  Continuing  Lenders and the Agent are  willing,  subject to the
terms and  conditions of this TRR  Agreement,  to terminate the Existing  Credit
Agreement.  C.  The  Borrowers,  the  Guarantor,  the  Continuing  Lenders,  the
Additional  Lenders  and  the  Agent  are  willing,  subject  to the  terms  and
conditions  of this TRR  Agreement,  to replace and restate the Existing  Credit
Agreement  to  increase  the  aggregate  Commitments  thereunder,  to extend the
maturity date thereof and to effect certain other changes thereto.

                                  AGREEMENT

The parties hereto agree as follows:

1. Termination, Replacement and Restatement. Subject to the conditions set forth
in Section 3 hereof:

         (a) the Existing Credit Agreement, including all schedules and exhibits
thereto,  is hereby  terminated,  subject  to  Section  13.07  thereof as to the
survival of certain rights and obligations, and simultaneously replaced by a new
credit agreement (the "New Credit Agreement") identical in form and substance to
the Existing Credit Agreement except as expressly modified below.

      (b)      The preamble of the New Credit Agreement shall read as follows:

         CREDIT  AGREEMENT,  dated  as of May  14,  1996,  among  FIRST  DEPOSIT
NATIONAL  BANK,  a national  banking  association  incorporated,  organized  and
existing  under the laws of the  United  States of America  ("FDNB"),  PROVIDIAN
NATIONAL  BANK,  a national  banking  association  incorporated,  organized  and
existing  under the laws of the  United  States of  America  ("PNB"),  PROVIDIAN
CREDIT CORPORATION,  a corporation  organized and existing under the laws of the
State of Delaware  ("PCC"),  and PROVIDIAN CREDIT SERVICES,  INC., a corporation
organized  and existing  under the laws of the State of Utah  ("PCSI";  together
with FDNB, PNB and PCC, the "Borrowers"); PROVIDIAN BANCORP, INC., a corporation
organized and existing under the laws of the State of Delaware (the "Guarantor";
together  with  the  Borrowers,   the  "Obligors");   the  banks  and  financial
institutions  listed on the  signature  pages to the TRR  Agreement  (as defined
herein) as Continuing Lenders and Additional Lenders (each as defined in the TRR
Agreement) or which,  pursuant to Section 2.12, 2.13 or 13.06(b)  hereof,  shall
become a "Lender" hereunder  (individually,  a "Lender" and,  collectively,  the
"Lenders");  and THE CHASE  MANHATTAN  BANK (NATIONAL  ASSOCIATION),  a national
banking association,  as administrative agent for the Lenders (in such capacity,
together with any successor appointed pursuant to Section 12.08, the "Agent").

         (c) The New Credit  Agreement  shall not contain (i) the  recitals  set
forth in the Existing Credit Agreement or (ii) Paragraphs (I), (II) or (III) set
forth under the heading  "Agreement"  and the first  sentence  under the heading
"Agreement" shall read as follows:

         "The parties hereto agree as follows:".

(d)(i) The definition of the term  "Agreement" in Section 1.01 of the New Credit
Agreement shall read as follows:
         
                 "Agreement":  this Credit Agreement, as amended, supplemented 
         or otherwise modified from time to time.

(ii) The definition of the term  "Applicable  Lending Office" in Section 1.01 of
the New Credit Agreement shall read as follows:

                           "Applicable Lending Office":  for each Lender and for
         each  Type of Loan,  the  "Lending  Office"  of such  Lender  (or of an
         affiliate  of such  Lender)  designated  for  such  Type of Loan on the
         signature  pages of the TRR  Agreement  or such  other  office  of such
         Lender (or of an affiliate of such Lender) as such Lender may from time
         to time  specify to the Agent and each  Borrower as the office at which
         its Loans of such Type are to be made and maintained.

(iii) The  definition of the term  "Co-Agents" in Section 1.01 of the New Credit
Agreement shall read as follows:
                         
"Co-Agents": Bank of America National Trust and Savings Association, The Bank of
New York,  Citicorp USA, Inc.,  Commerzbank AG, Credit  Lyonnais,  San Francisco
Branch, Credit Suisse, Deutsche Bank AG and NationsBank of Texas, N.A.
         
(iv) The definition of the term  "Commitment"  in Section 1.01 of the New Credit
Agreement shall read as follows:
                       
         "Commitment":  as to any Lender,  the  obligation  of
         such Lender to make Syndicated  Loans in an aggregate amount at any one
         time  outstanding  up to but not  exceeding the amount set opposite the
         name of such Lender on the signature  pages of the TRR Agreement  under
         the  caption  "Commitment",  or if  such  Lender  has  entered  into an
         Increased   Commitment   Addendum  or  one  or  more   Assignment   and
         Acceptances,  and with  respect to each  Lender  that  becomes a Lender
         pursuant  to an  Assignment  and  Acceptance  or an  Additional  Lender
         Addendum,   as  set  forth  in  such  Increased   Commitment  Addendum,
         Assignment  and Acceptance or Additional  Lender  Addendum (as the same
         may be  reduced  from  time to time  pursuant  to  Section  2.05).  The
         original   aggregate   principal   amount   of   the   Commitments   is
         $1,200,000,000.

         (v) The definition of the term "Effective  Date" in Section 1.01 of the
New Credit Agreement shall read as follows:

          "Effective Date":  the Effective Date as defined in the TRR Agreement.

         (vi) The  definitions of the terms  "Existing  Agreement" and "Existing
Lenders" shall be deleted from Section 1.01 of the New Credit Agreement.

         (vii) The definition of the term "Facility Fee Rate" in Section 1.01 of
the New Credit Agreement shall read as follows:

                           "Facility  Fee  Rate":   for  each  Quarterly  Period
         commencing  before  the  later  of (i)  the  first  anniversary  of the
         Effective Date and (ii) the second consecutive  Quarterly Date on which
         the  Consolidated  Tangible Capital of the Guarantor is greater than or
         equal  to  $550,000,000,   0.1250%;   and  for  each  Quarterly  Period
         thereafter,  the percentage  set forth below opposite the  Consolidated
         Tangible  Capital of the Guarantor as of the Quarterly Date immediately
         preceding such Quarterly Period:

                  Consolidated Tangible Capital       Facility Fee Rate
                  
                    greater than or equal to
                    $550,000,000                            0.1000%

                    less than $550,000,000                  0.1250%

(viii) The definition of the term "Fee Letter" in Section 1.01 of the New Credit
Agreement shall read as follows:

          "Fee Letter":  the letter dated April 3, 1996 between the Obligors and
     the Agent  relating  to  certain  agency  and other  fees in respect of the
     credit  facilities  provided  hereunder.  (ix) The  definition  of the term
     "Swing Line Amount" in Section 1.01 of the New Credit  Agreement shall read
     as follows:

                           "Swing Line Amount":  $75,000,000.

     (e)  Section 1.01 of the New Credit  Agreement  shall contain the following
          additional definition:
                         
               "TRR  Agreement":  the  Termination,  Replacement and Restatement
          Agreement,  dated  as of  May  14,  1996,  among  the  Borrowers,  the
          Guarantor,  the banks and other financial  institutions  listed on the
          signature pages thereof as Continuing  Lenders and Additional  Lenders
          (each as defined therein) and the Agent.

     (f) The  amount set forth in  Section  2.03(i) of the New Credit  Agreement
     shall be "$1,000" rather than "$750".

     (g) The first  sentence of Section 2.13 of the New Credit  Agreement  shall
     read as follows:

         During the period from January 1, 1997 to the Termination Date with the
         consent of the Borrowers  and upon  notification  to the Agent,  one or
         more additional  banks or financial  institutions may become a party to
         this  Agreement by  executing an addendum  hereto with the Obligors and
         the Agent,  substantially in the form of Exhibit G, whereupon such bank
         or financial  institution  (each, a "New Lender") shall become a Lender
         for all purposes and to the same extent as if originally a party hereto
         and shall be bound by and entitled to the  benefits of this  Agreement,
         provided that, after giving effect to such addition,  (i) the aggregate
         Commitments  shall not exceed  $1,600,000,000  and (ii) no Lender shall
         have a  Commitment  which  equals  or  exceeds  25%  of  the  aggregate
         Commitments.

     (h) The first  sentence of Section 2.14 of the New Credit  Agreement  shall
     read as follows:

         During the period from January 1, 1997 to the  Termination  Date at the
         request of the Borrowers and upon notification to the Agent, any Lender
         may  increase  the amount of its  Commitment  by  executing an addendum
         hereto with the  Obligors and the Agent,  substantially  in the form of
         Exhibit H,  whereupon such Lender shall be bound by and entitled to the
         benefits  of this  Agreement  with  respect  to the full  amount of its
         Commitment as so increased,  provided that,  after giving effect to any
         such  increase,   (i)  the  aggregate   Commitments  shall  not  exceed
         $1,600,000,000  and (ii) no Lender shall have a Commitment which equals
         or exceeds 25% of the aggregate Commitments.

     (i) Section 2.15 of the Existing Credit Agreement shall be deleted from the
     New Credit Agreement.

     (j) Section 6.01 of the New Credit  Agreement shall read as follows:  "6.01
     Reserved".

         (k) The dates set forth in the first and last sentences of Section 7.01
of the New Credit  Agreement  shall be "December 31, 1995" rather than "December
31,  1994" and the  second  sentence  of  Section  7.01 of the  Existing  Credit
Agreement shall be deleted from the New Credit Agreement.

         (l) The date set  forth in  Section  7.02 of the New  Credit  Agreement
shall be "December 31, 1995" rather than "December 31, 1994".

     (m) Section 9.01(a) of the New Credit Agreement shall read as follows:

               (a)  Maintenance  of  Consolidated   Tangible   Capital.   Permit
          Consolidated  Tangible  Capital at any time during any of the calendar
          years  set  forth  below to be less than the  amount  set forth  below
          opposite such year:

                    Year                                  Amount
                    
                    1996                                  $300,000,000
                    1997                                  $350,000,000
                    1998 and thereafter                   $400,000,000
         
n)      Section 13.02 of the New Credit Agreement shall read as follows:

         13.02 Notices. All notices,  requests and other communications provided
         for herein and under the other  Credit  Documents  (including,  without
         limitation,  any  modifications  of, or waivers or consents under, this
         Agreement)  shall  be  given  or made in  writing  (including,  without
         limitation,  by telex or  telecopy),  or, with respect to notices given
         pursuant to Section 2.03 or 2.04, by telephone, confirmed in writing by
         telecopier  by the close of  business  on the day the  notice is given,
         delivered (or telephoned, as the case may be) to the intended recipient
         at the "Address for Notices"  specified below its name on the signature
         pages of the TRR Agreement or the applicable  Assignment and Acceptance
         or  Additional  Lender  Addendum;  or, as to any  party,  at such other
         address as shall be  designated by such party in a notice to each other
         party.  Except  as  otherwise  provided  in this  Agreement,  all  such
         communications shall be deemed to have been duly given when transmitted
         by telex or  telecopier  or  personally  delivered or, in the case of a
         mailed  notice,  upon  receipt,  in each  case  given or  addressed  as
         aforesaid.

     (o) The first  proviso in Section 13.03 of the New Credit  Agreement  shall
     read as follows:

         provided  that the fees and expenses of the Agent and of counsel to the
         Agent and the Lenders in connection with the negotiation,  preparation,
         execution and delivery of this Agreement and the other Credit Documents
         shall be payable by the  Borrowers  only to the extent set forth in the
         letter agreement dated April 3, 1996 among the Agent and the Obligors.

     2. Representations and Warranties.  Each Obligor represents and warrants to
     each of the Lenders that:

         (a) This TRR Agreement,  and the New Credit  Agreement,  have been duly
         authorized,  and,  in the  case of this  TRR  Agreement,  executed  and
         delivered by it and constitute its legal, valid and binding obligations
         enforceable   in   accordance   with   their   terms   except  as  such
         enforceability    may   be   limited   by    bankruptcy,    insolvency,
         reorganization,  moratorium or other laws affecting the  enforcement of
         creditors' rights generally, or by general equity principles, including
         but  not  limited  to  principles  governing  the  availability  of the
         remedies of specific performance and injunctive relief.

         (b) The  representations  and warranties  made by it under Section 7 of
         the New Credit  Agreement,  after giving effect to this TRR  Agreement,
         are true and correct in all  material  respects on the date hereof with
         the same  effect as if made on the date  hereof,  except to the  extent
         such  representations  and  warranties  expressly  relate to an earlier
         date.

     (c) Before and after  giving  effect to this TRR  Agreement,  no Default or
     Event of Default has occurred and is continuing.

     3. Condition to Effectiveness. This TRR Agreement shall become effective on
     the  first  date (the  "Effective  Date")  on which  each of the  following
     conditions precedent is satisfied in full:
         (a) The Agent shall have  received  counterparts  of this TRR Agreement
which, when taken together, bear the signatures of all the parties hereto.

         (b) The  representations  and  warranties set forth in Section 7 of the
New Credit  Agreement,  once the Existing Credit Agreement is replaced  thereby,
shall be true and correct in all  material  respects on and as of the  Effective
Date,  with the same  effect as  though  made on and as of the  Effective  Date,
except to the extent such  representations and warranties expressly relate to an
earlier date.

         (c)  Each  Obligor  shall  be in  compliance  with  all the  terms  and
provisions  set forth in the  Existing  Credit  Agreement  and in the New Credit
Agreement,  once the Existing Credit Agreement is replaced thereby,  and in each
other document relating thereto on its part to be observed or performed,  and no
Default or Event of Default shall have occurred and be continuing.

         (d) The  Agent  shall  have  received  the  following  documents,  each
certified as indicated below:

                  (1) a copy of the charter,  as amended and in effect,  of each
         Obligor  certified  as of a recent date by the  secretary  or assistant
         secretary of such Obligor,  and a certificate  from the  Comptroller of
         the  Currency  or  the  Secretary  of  State  of  its  jurisdiction  of
         incorporation, as the case may be, dated as of a recent date, as to the
         good standing of such Obligor; and

                  (2) a certificate  of the secretary or an assistant  secretary
         of each  Obligor,  dated the  Effective  Date and  certifying  (A) that
         attached  thereto is a true and  complete  copy of the  by-laws of such
         Obligor  as  amended  and in effect at all times from the date on which
         the resolutions referred to in clause (B) were adopted to and including
         the date of such  certificate,  (B) that attached thereto is a true and
         complete copy of resolutions  duly adopted by the board of directors of
         such Obligor  authorizing  the execution,  delivery and  performance of
         this TRR  Agreement  and such of the  Credit  Documents  to which  such
         Obligor is or is  intended to be a party and the  extensions  of credit
         hereunder, and that such resolutions have not been modified,  rescinded
         or amended  and are in full force and  effect,  (C) that the charter of
         such Obligor has not been amended  since the date of the  certification
         thereto  furnished  pursuant  to clause  (1)  above,  and (D) as to the
         incumbency  and  specimen  signature  of each  officer of such  Obligor
         executing  this TRR Agreement  and the Credit  Documents and each other
         document to be delivered by such Obligor in connection  therewith  (and
         the Agent and each  Lender may  conclusively  rely on such  certificate
         until it receives notice in writing from such Obligor).

         (e) The Agent shall have  received (i) a favorable  opinion,  dated the
Effective Date, of in-house  counsel to the Obligors,  substantially in the form
of Exhibit A hereto and covering such other matters as the Agent may  reasonably
request and (ii) a favorable opinion,  dated the Effective Date, of Gibson, Dunn
& Crutcher,  counsel to the Agent, substantially in the form of Exhibit B hereto
and covering such other matters as the Agent may reasonably request.

         (f) All legal  matters in connection  with this TRR Agreement  shall be
satisfactory  to the  Agent,  in its  reasonable  discretion.  The  Agent  shall
promptly give the Obligors and each Lender notice of the Effective Date.

     4.   Applicable  Law. THIS TRR  AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE
          WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

         5. Existing  Credit  Agreement.  Until the  occurrence of the Effective
Date as  provided  in Section 3 hereof,  the  Existing  Credit  Agreement  shall
continue in full force and effect in accordance with the provisions  thereof and
the rights and obligations of the parties thereto shall not be affected hereby.

         6. New Credit Agreement.  Any reference in the New Credit Agreement, or
in any documents or  instruments  required  thereunder  or annexes,  exhibits or
schedules thereto,  referring to the Existing Credit Agreement,  shall be deemed
to refer to the New Credit  Agreement which shall be deemed dated as of the date
hereof.  As used in the New  Credit  Agreement,  the  terms  "Agreement",  "this
Agreement",  "herein",  "hereinafter",  "hereto",  "hereof" and words of similar
import  shall,  unless  the  context  otherwise  requires,  mean the New  Credit
Agreement.  Except as expressly  modified by this TRR  Agreement,  the terms and
provisions of the Existing Credit Agreement are hereby confirmed and ratified in
all respects  and shall be in full force and effect as the terms and  provisions
of the New Credit Agreement.
         7.  Transition  Provisions.   (a)  On  the  Effective  Date  all  Loans
outstanding under the Existing Credit Agreement shall automatically be deemed to
be Loans  outstanding  under the New Credit Agreement and all amounts and rights
accrued under the Existing  Credit  Agreement  shall be deemed accrued under the
New Credit Agreement.
         (b) If on the  Effective  Date there is an unpaid  principal  amount of
Syndicated  Loans under the Existing Credit Agreement which are Base Rate Loans,
each Additional  Lender and each Lender whose Commitment has increased under the
New Credit  Agreement  shall  make Loans  thereunder  to the  Borrowers  in such
amounts  as shall be  necessary  to cause  the  outstanding  amount of each such
Lender's share of the Base Rate Loans of all Lenders (after giving effect to the
application  of proceeds  described  in the last  sentence  of this  paragraph),
expressed as a percentage,  to be equal to such Lender's Commitment  Percentage.
The Agent will notify each such Lender in writing of the amount of any such Loan
it shall be required to make,  and on the  Effective  Date each such Lender will
transfer to the Agent, in immediately  available  funds, the amount of its Loan.
The  proceeds  of such  Loans  shall be  applied  by the  Agent on behalf of the
Borrowers to the partial  repayment of the other Lenders' Base Rate Loans to the
extent  necessary to cause the  outstanding  amount of each such other  Lender's
share of the Base Rate  Loans of all  Lenders  under the New  Credit  Agreement,
expressed  as a  percentage,  to be  equal  to such  other  Lender's  Commitment
Percentage (and the pro-rata and sharing provisions of Section 4.02 shall not be
applicable to such payment).

         (b) If on the  Effective  Date there is an unpaid  principal  amount of
Syndicated  Loans which are  Eurodollar  Loans or  Competitive  Bid Option Loans
under the Existing  Credit  Agreement,  the  Additional  Lenders and the Lenders
whose  Commitments  have increased  under the New Credit  Agreement shall not be
required  to make any  advances  on the  Effective  Date in respect  thereof and
Lenders whose  Commitments  have decreased under the New Credit  Agreement shall
not receive any repayment on the  Effective  Date in respect  thereof,  provided
that,  in the case of  Syndicated  Loans  which are  Eurodollar  Loans,  if such
Eurodollar  Loans are  converted  or  continued  on the last day of the Interest
Period therefor,  such conversion or continuation shall be pro rata according to
the Commitments of the Lenders after giving effect to the New Credit  Agreement,
and provided,  further,  that if, for any reason,  any such Eurodollar Loans are
not  repaid,  converted  or  continued  on the last day of the  Interest  Period
therefor,  effective on such last day,  each  Additional  Lender and each Lender
whose Commitment has increased  pursuant to the New Credit  Agreement  severally
agrees that it shall  unconditionally  and  irrevocably,  without  regard to the
occurrence of any Default or Event of Default, purchase a participating interest
in such Eurodollar Loans ("Unrefunded  Eurodollar Loans") in an amount equal to,
in the case of an Additional Lender, such Lender's Commitment Percentage of such
Eurodollar  Loans,  and,  in the case of a Lender  whose  Commitment  shall have
increased,  the product of the principal  amount of such Eurodollar  Loans and a
fraction the  numerator of which is the amount of the increase in such  Lender's
Commitment  and  the  denominator  of  which  is  the  aggregate  amount  of the
Commitments.  Each such  Lender  will  immediately  transfer  to the  Agent,  in
immediately  available funds, the amount of its participation,  and the proceeds
of such participations shall be distributed by the Agent to the other Lenders in
such amounts as will reduce the amount of the participating interest retained by
each such other Lender in such Eurodollar Loans to their  respective  Commitment
Percentages  of such  Eurodollar  Loans.  Each Lender  shall share on a pro rata
basis (calculated by reference to its participating  interest in such Eurodollar
Loans) in any interest which accrues thereon and in all repayments thereof.  All
payments in respect of Unrefunded  Eurodollar Loans and  participations  therein
shall be made in accordance with Section 4.02.

         8.  Counterparts.  This TRR  Agreement  may be  executed in two or more
counterparts,  each of which shall  constitute an original but all of which when
taken  together  shall  constitute  but one contract.  IN WITNESS  WHEREOF,  the
parties  hereto have caused this  Agreement to be duly executed and delivered as
of the day and year first above written.

                                 FIRST DEPOSIT NATIONAL BANK

                                 By
                                      Name:    David J. Petrini
                                      Title:   Senior Vice President and Senior
                                      Financial Officer

                                 Address for Notices:

                                 1)  Before June 10, 1996:

                                 c/o Providian Bancorp, Inc.
                                 88 Kearny Street, Suite 1900
                                 San Francisco, CA  94108

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 398-0731

                                 Telephone No.:        (415) 398-2893

                                 2)  From and after June 10, 1996:

                                 c/o Providian Bancorp, Inc.
                                 201 Mission Street
                                 San Francisco, CA  94105

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 278-6028

                                 Telephone No.:        (415) 543-0404

                                 PROVIDIAN NATIONAL BANK

                                 By
                                      Name:    David J. Petrini
                                      Title:   Senior Vice President and Senior
                                      Financial Officer
                                 Address for Notices:

                                 1)  Before June 10, 1996:

                                 c/o Providian Bancorp, Inc.
                                 88 Kearny Street, Suite 1900
                                 San Francisco, CA  94108

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 398-0731

                                 Telephone No.:        (415) 398-2893

                                 2)  From and after June 10, 1996:

                                 c/o Providian Bancorp, Inc.
                                 201 Mission Street
                                 San Francisco, CA  94105

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 278-6028

                                 Telephone No.:        (415) 543-0404

                                 PROVIDIAN CREDIT CORPORATION

                                 By
                                      Name:    David J. Petrini
                                      Title:   Senior Vice President and Senior
                                      Financial Officer

                                 Address for Notices:

                                 1)  Before June 10, 1996:

                                 c/o Providian Bancorp, Inc.
                                 88 Kearny Street, Suite 1900
                                 San Francisco, CA  94108

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 398-0731

                                 Telephone No.:        (415) 398-2893

                                 2)  From and after June 10, 1996:

                                 c/o Providian Bancorp, Inc.
                                 201 Mission Street
                                 San Francisco, CA  94105

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 278-6028

                                 Telephone No.:        (415) 543-0404

                                 PROVIDIAN CREDIT SERVICES, INC.

                                 By
                                      Name:    David J. Petrini
                                      Title:   Senior Vice President and Senior
                                      Financial Officer

                                 1)  Before June 10, 1996:

                                 Address for Notices:

                                 c/o Providian Bancorp, Inc.
                                 88 Kearny Street, Suite 1900
                                 San Francisco, CA  94108

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 398-0731

                                 Telephone No.:        (415) 398-2893

                                 2)  From and after June 10, 1996:

                                 c/o Providian Bancorp, Inc.
                                 201 Mission Street
                                 San Francisco, CA  94105

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 278-6028

                                 Telephone No.:        (415) 543-0404

                                 PROVIDIAN BANCORP, INC., as Guarantor

                                 By
                                      Name:    David J. Petrini
                                      Title:   Senior Vice President and Senior
                                      Financial Officer

                                 Address for Notices:

                                 1)  Before June 10, 1996:

                                 Providian Bancorp, Inc.
                                 88 Kearny Street, Suite 1900
                                 San Francisco, CA  94108

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 398-0731

                                 Telephone No.:        (415) 398-2893

                                 2)  From and after June 10, 1996:

                                 Providian Bancorp, Inc.
                                 201 Mission Street
                                 San Francisco, CA  94105

                                 Attention:    Senior Vice President and Senior
                                 Financial Officer

                                 Telecopier No.:       (415) 278-6028

                                 Telephone No.:        (415) 543-0404

CONTINUING LENDERS

Commitment                       [NAME OF LENDER]

                                 By
                                    Name:  [Printed]
                                    Title:

                                 Lending Office for Base Rate Loans:

                                 Lending Office for Loans other than Base 
                                   Rate Loans:

                                 Address for Notices:

                                 =================================

                                 Attention:  ___________________________

                                 Telex No.:  __________________________

                                 Telecopier No.:  ______________________

                                 Telephone No.:  _______________________

ADDITIONAL LENDERS

Commitment                           [NAME OF LENDER]

                                     By
                                        Name:  [Printed]
                                        Title:

                                     Lending Office for Base Rate Loans:

                                     Lending Office for Loans other than Base 
                                       Rate Loans:

                                     Address for Notices:

                                     =================================

                                     Attention:  ___________________________

                                     Telex No.:  __________________________

                                     Telecopier No.:  ______________________

                                     Telephone No.:  _______________________

                                     THE CHASE MANHATTAN BANK (NATIONAL 
                                        ASSOCIATION), as Agent

                                     By_________________________________
                                        Name:  Dennis L. Cogan
                                        Title:      Vice President

                                     Address for Notices to Chase as Agent:

                                          The Chase Manhattan Bank
                                            (National Association)
                                          4 Chase Metro Tech Center
                                          13th Floor
                                          Brooklyn, New York  11245

                                     Attention:  New York Agency

                                     Telex No.:  6720516 (Answerback:  CMBNYAUW)

                                     Telecopier No.:  (718) 242-6909/6910

                                     Telephone No.:  (718) 242-7945

May    , 1996

The Chase Manhattan Bank (National  Association),  as Administrative  Agent, and
the Lenders party to the TRR Agreement (as hereinafter defined)

                Re:      Termination, Replacement and Restatement Agreement

Ladies and Gentlemen:

         I have  acted as  in-house  counsel  for  Providian  Bancorp,  Inc.,  a
Delaware  corporation  ("PBI"),  First Deposit National Bank, a national banking
association  ("FDNB"),  Providian National Bank, a national banking  association
("PNB"),  Providian Credit  Corporation,  a Delaware  corporation  ("PCC"),  and
Providian Credit Services, Inc., a Utah corporation ("PCSI"), in connection with
the  Termination,  Replacement and Restatement  Agreement dated as of May , 1996
(the "TRR Agreement") among FDNB, PNB, PCC and PCSI, as borrowers (collectively,
the  "Borrowers"),  PBI, as guarantor (the  "Guarantor"  and,  together with the
Borrowers,  the  "Obligors"),  the lenders party thereto (the "Lenders") and The
Chase Manhattan Bank (National  Association),  as  administrative  agent for the
Lenders (in such  capacity,  the "Agent").  All  capitalized  terms used but not
defined  herein  have the  respective  meanings  given to such  terms in the TRR
Agreement.

         This opinion is being  furnished to you pursuant to Section 3(e) of the
TRR Agreement.

         For purposes of rendering  this opinion,  I have examined  originals or
copies identified to my satisfaction of the following documents:

                  (a) the TRR  Agreement,  including  the Exhibits and Schedules
thereto  and the terms  thereof  incorporated  by  reference  to the Amended and
Restated Credit Agreement dated as of October 10, 1995;

                  (b)      the Fee Letter dated April 3, 1996; and

                  (c) the articles of association,  articles of incorporation or
certificate of incorporation,  as the case may be, and by-laws,  each as amended
to the date hereof, of each of the Obligors.

     The documents referred to in items (a) and (b) above are sometimes referred
     to herein as the "Restated Credit Documents."

         In addition, I have made such inquiries and investigations and examined
such corporate  records of the Obligors as I have deemed necessary to render the
opinions set forth herein.

         As used  herein,  the  phrase  "to my  knowledge"  refers  to my actual
knowledge based on my review of the documents  listed above and the information,
inquiries and investigations described herein and no others.

         For purposes of this opinion, I have assumed (i) the due authorization,
execution and delivery of the Restated  Credit  Documents by each of the Lenders
and the Agent, as applicable; (ii) that each Lender and the Agent have the legal
power to act in the  capacities  in which  they are to act  under  the  Restated
Credit  Documents;  (iii)  the  conformity  to  the  original  documents  of any
documents  submitted to me as certified or photostatic  copies, the authenticity
of such documents and the genuineness of all signatures on such documents;  (iv)
that each of the  Restated  Credit  Documents  is the legal,  valid and  binding
obligation  of each of the Lenders  and the Agent,  as  applicable,  enforceable
against each such party in accordance  with its terms;  and (v) that each of the
Lenders and the Agent has performed and will perform its obligations thereunder.

         Based  upon  the   foregoing,   and  subject  to  the   qualifications,
limitations and assumptions hereinafter set forth, I am of the opinion that:

         1. Each of the Guarantor and PCC is a corporation  validly existing and
in good standing under the laws of the State of Delaware.  PCSI is a corporation
validly  existing and in good standing under the laws of the State of Utah. Each
of FDNB and PNB is a national banking  association  validly existing and in good
standing under the laws of the United States of America.

         2. Each of the Obligors has all requisite corporate power and authority
to own and operate  its  properties,  to conduct  its  business in the manner in
which it  presently  is  conducted  and to  execute,  deliver  and  perform  its
obligations under each of the Restated Credit Documents to which it is a party.

         3. Each of the Restated Credit Documents to which an Obligor is a party
has been duly authorized by all necessary  corporate  action on the part of such
Obligor.

         4.  Neither the  execution  and delivery by any Obligor of the Restated
Credit  Documents to which it is a party nor the  performance by such Obligor of
its  obligations  thereunder  constitutes  or will  result  in a breach  of such
Obligor's  charter or  by-laws  or, to my  knowledge,  any order of any court or
governmental  authority having  jurisdiction  over such Obligor or constitutes a
violation of applicable  law.  Neither the execution and delivery by any Obligor
of the Restated  Credit  Documents to which it is a party nor the performance by
such Obligor of its obligations  thereunder will conflict with, or result in any
material  breach of, or constitute a default under, or result in the creation or
imposition of any lien upon any property or assets of such Obligor  pursuant to,
or require any consent not obtained  under,  any  indenture,  mortgage,  deed of
trust,  agreement  or other  instrument  to which such  Obligor is a party or by
which it or any of its  property  or assets are bound or to which it is subject,
which conflict, breach or default, or lien created or imposed, or the failure to
obtain  such  consent,  would have a material  adverse  effect on the  financial
condition of such Obligor and its  Subsidiaries  taken as a whole or the ability
of such Obligor to perform its obligations  under the Restated Credit  Documents
to which it is a party.

         5.  Except as  disclosed  in the TRR  Agreement  or in any  Schedule or
Exhibit thereto or any terms incorporated therein by reference,  to my knowledge
there is pending or  threatened no action,  suit or  proceeding or  governmental
investigation,  or any order,  writ,  injunction or decree,  against any Obligor
before or by any court,  arbitrator or governmental or administrative  body that
challenges  the  validity  or  enforceability  of  any of  the  Restated  Credit
Documents or the transactions  contemplated thereby or that restrains,  prevents
or imposes  material adverse  conditions upon, or seeks to restrain,  prevent or
impose material adverse  conditions upon, any such transaction or in which there
is a  reasonable  probability  of an adverse  decision  against such Obligor and
which, if adversely determined,  would reasonably be expected to have a material
adverse effect on the financial  condition of such Obligor and its  Subsidiaries
taken as a whole or the ability of such Obligor to perform its obligations under
the Credit Documents to which it is a party.

         6. None of the Obligors is an "investment company" or a person directly
or indirectly  controlled by an "investment  company"  within the meaning of the
Investment  Company Act of 1940, as amended.  None of the Obligors is a "holding
company",  or an "affiliate" of a "holding company" or a "subsidiary company" of
a "holding  company",  within the meaning of the Public Utility  Holding Company
Act of 1935, as amended.

         7. Neither the making of any Loans pursuant to, nor  application of the
proceeds  thereof in accordance with, the Restated Credit Documents will violate
Regulation U or X promulgated  by the Board of Governors of the Federal  Reserve
System.

         The  foregoing  opinions are subject to the  following  qualifications,
limitations and assumptions:

         A. I render no opinion  herein as to matters  involving the laws of any
jurisdiction  other  than  the  laws of the  State of  California,  the  General
Corporation Law of the State of Delaware,  the Revised Business  Corporation Act
of the State of Utah and the federal law of the United  States of America.  This
opinion is limited to the effect of the present  state of such laws,  as applied
to the facts on which I have relied (as set forth  above),  in  existence on the
date  hereof.  I  express  no  opinion  as to the  laws  of any  other  time  or
jurisdiction or the applicability of the laws of any particular jurisdiction.  I
assume no obligation to revise or supplement this opinion in the event of future
changes in such laws or the interpretations  thereof or such facts, and I assume
no responsibility to advise you of any such changes.

         B. This opinion is delivered solely for your benefit in connection with
the TRR  Agreement and may not be relied upon by any person other than the Agent
and the  Lenders  (including  any  Lender  becoming  a party  to the New  Credit
Agreement  after  the  date  hereof  pursuant  to the  terms  of the New  Credit
Agreement)  or by the Agent or the  Lenders in any other  context,  nor may this
opinion be used, circulated, published, communicated or otherwise referred to or
made  available  to any other  Person  except that the Agent and the Lenders may
provide  this opinion (i) to bank  examiners  and other  regulatory  authorities
should they so request or in connection with their normal examinations,  (ii) to
the  independent  auditors and  attorneys  of the Agent and the  Lenders,  (iii)
pursuant to order or legal process of any court or governmental  agency, (iv) in
connection  with any legal  action  to which the Agent or any  Lender is a party
arising out of the transactions  contemplated by the TRR Agreement or (v) to any
permitted prospective transferee (including any prospective  Participant) of the
Loans or  Commitments.  This opinion may not be quoted  without my prior written
consent.

Very truly yours,

Mary Ellen Richey
General Counsel

A960990.112_/_info subject_1_

                                                 May 14, 1996

   (212) 351-4000                          C 14073-00164

To:      The Chase Manhattan Bank (National Association),

         as Administrative Agent, and the Lenders party to the

         TRR Agreement (as hereinafter defined)

Ladies and Gentlemen:  We have acted as special  counsel to The Chase  Manhattan
Bank (National Association) as Agent and the Lenders (as hereinafter defined) in
connection with the Termination,  Replacement and Restatement Agreement dated as
of May 14, 1996 (the "TRR  Agreement")  among (i) First Deposit National Bank, a
national banking association incorporated, organized and existing under the laws
of the United States of America  ("FDNB"),  Providian  National Bank, a national
banking association  incorporated,  organized and existing under the laws of the
United States of America ("PNB"),  Providian Credit  Corporation,  a corporation
organized  and  existing  under the laws of the State of Delaware  ("PCC"),  and
Providian Credit Services,  Inc., a corporation organized and existing under the
laws of the  State  of Utah  ("PCSI";  together  with  FDNB,  PNB and  PCC,  the
"Borrowers"), (ii) Providian Bancorp, a corporation organized existing under the
laws of the State of Delaware (the "Guarantor"; together with the Borrowers, the
"Obligors"),  (iii) the lenders party thereto from time to time (the  "Lenders")
and (iv) The Chase Manhattan Bank (National Association) as administrative agent
for Lenders (in such capacity,  the "Agent").  This opinion is being rendered to
you pursuant to Section 3(e) of the TRR Agreement.  All  capitalized  terms used
but not defined herein have the  respective  meanings given to such terms in the
New Credit  Agreement  (as  defined in the TRR  Agreement).  In  rendering  this
opinion,  we have examined an executed copy of each of the TRR Agreement and the
Existing Credit Agreement (as defined in the TRR Agreement).  We have, with your
permission,  assumed, without independent  investigation or inquiry with respect
to any such matter, that: (a) each of the Obligors is a corporation, partnership
or other  entity  validly  existing and in good  standing  under the laws of the
jurisdiction of its  organization,  with all requisite  corporate or other power
and  authority  to execute,  deliver and perform its  obligations  under the TRR
Agreement and to perform its  obligations  under the New Credit  Agreement;  the
execution and delivery of the TRR Agreement by each Obligor, and the performance
of the  obligations  of  each  Obligor  thereunder  and  under  the  New  Credit
Agreement,  have been duly authorized by all necessary  corporate  action on the
part of each Obligor; and the TRR Agreement has been duly executed and delivered
by or on  behalf  of each  Obligor  or by a person  or  persons  thereunto  duly
authorized;  (b) to the  extent  that the  obligations  of the  Obligors  may be
dependent upon such matters, each of the Agent and the Lenders has all requisite
corporate  power and  authority to execute,  deliver and perform its  respective
obligations under the TRR Agreement and to perform its obligations under the New
Credit  Agreement;   the  execution  and  delivery  of  the  TRR  Agreement  and
performance of the  obligations  thereunder  and under the New Credit  Agreement
have been duly authorized by all necessary  corporate  action on the part of the
Agent and the Lenders; the TRR Agreement has been duly executed and delivered by
or on behalf of each of the Agent and the Lenders; and each of the TRR Agreement
and the New Credit Agreement is a legal, valid and binding obligation of each of
the Agent and the Lenders,  enforceable against each of them its accordance with
its terms; (c) the documents  submitted to us as originals are authentic and the
documents  submitted to us as certified or  reproduction  copies  conform to the
originals;  and (d) there are no agreements or  understandings  between or among
the Agent, the Lenders, the Obligors or third parties that would expand,  modify
or otherwise  affect the terms of the TRR Agreement or the New Credit  Agreement
or the respective rights or obligations of the parties  thereunder,  and the TRR
Agreement and the New Credit  Agreement  correctly and  completely set forth the
intent of all  parties  thereto.  Based upon the  foregoing  and  subject to the
qualifications,  limitations  and  assumptions  set forth  below,  we are of the
opinion that each of the TRR Agreement and the New Credit Agreement  constitutes
the legal,  valid and binding  obligation of each Obligor,  enforceable  against
such Obligor in accordance with its terms.  The foregoing  opinion is subject to
the  following  qualifications,  limitations  and  assumptions:  A. We render no
opinion herein as to matters  involving the laws of any jurisdiction  other than
the State of New York and the United States of America.  This opinion is limited
to the effect of the  present  state of the laws of the State of New York and of
the United States of America and the facts as they presently exist. We assume no
obligation to revise or supplement  this opinion in the event of future  changes
in such laws or the  interpretations  thereof or such facts. B. Our opinions are
subject to (i) the effect of bankruptcy, insolvency reorganization,  moratorium,
arrangement  or other similar laws affecting  enforcement  of creditors'  rights
generally (including,  without limitation, the effect of statutory or other laws
regarding fraudulent transfers or conveyances or preferential  transfers);  (ii)
the application of general principles of equity, whether considered in a case or
proceeding  at law or in equity,  including,  without  limitation,  concepts  of
materiality,  reasonableness,  good  faith  and fair  dealing  and the  possible
unavailability of specific performance or other equitable relief (whether sought
in a  proceeding  at  law  or in  equity);  and  (iii)  the  qualification  that
indemnification  provisions in the New Credit  Agreement may be unenforceable to
the extent that such indemnification relates to claims made under any federal or
state securities laws or is otherwise limited by public policy. C. We express no
opinion as to the legality,  validity, binding effect or enforceability (whether
according  to its terms or  otherwise)  of: (i) any  provision of the New Credit
Agreement  to the effect that rights or remedies are not  exclusive,  that every
right or remedy is  cumulative  and may be  exercised  in  addition to any other
right or remedy,  that the election of some particular  remedy does not preclude
recourse to one or more other  remedies or that  failure to exercise or delay in
exercising  rights or remedies will not operate as a waiver of any such right or
remedy;  (ii) any waiver or any consent  relating to the rights of the  Obligors
under the New Credit Agreement or applicable law or duties owing to the Obligors
existing as a matter of law to the extent such  waivers or consents are found by
a court to be against  public policy or are  ineffective  pursuant to applicable
law; (iii) any waiver or consent contained in the New Credit Agreement  relating
to such  rights or duties  that is broadly or vaguely  stated or unknown  future
rights;  (iv)  any  provision  of the New  Credit  Agreement  requiring  written
amendments  or waivers of such  documents  insofar as it  suggests  that oral or
other modifications,  amendments or waivers could not effectively be agreed upon
by the parties or that the doctrine of promissory  estoppel might not apply; (v)
Section 10.02 of the New Credit Agreement  (except for rights of setoff provided
by  Section  151 of the  Debtor and  Creditor  Law of the State of New York,  as
interpreted  by applicable  judicial  decisions);  (vi) any provision in the New
Credit  Agreement  waiving  the right to object to venue or with  respect to the
jurisdiction  of the United States  District Court for the Southern  District of
New  York;  and (vii) the  effect of the laws of any  jurisdiction  in which any
Lender is located  (other than New York) that limit the interest,  fees or other
charges  such Lender may impose.  This  opinion is rendered to the Agent and the
Lenders in connection  with the TRR  Agreement and the New Credit  Agreement and
may not be relied  upon by any  person  other  than the  Agent  and the  Lenders
(including  any Lender  becoming a party to the New Credit  Agreement  after the
date hereof  pursuant to the terms of the New Credit  Agreement) or by the Agent
or the  Lenders  in any other  context,  nor may any  copies of this  opinion be
provided to any other  Person  except that the Agent and the Lenders may provide
this opinion (i) to bank examiners and other regulatory  authorities should they
so  request  or in  connection  with  their  normal  examinations,  (ii)  to the
independent auditors and attorneys of the Agent and the Lenders,  (iii) pursuant
to  order  or  legal  process  of any  court  or  governmental  agency,  (iv) in
connection  with any legal  action  to which the Agent or any  Lender is a party
arising out of the transactions  contemplated by the New Credit Agreement or (v)
to any  permitted  prospective  transferee  of the  Loans or  Commitments.  This
opinion may not be quoted without the prior written consent of this Firm.

                                                     Very truly yours,

                                                     GIBSON, DUNN & CRUTCHER LLP

NA961270.115/6+

May 14, 1996

The Chase Manhattan Bank (National  Association),  as Administrative  Agent, and
the Lenders party to the TRR Agreement (as hereinafter defined)

                  Re:      Termination, Replacement and Restatement Agreement

Ladies and Gentlemen:

         I have  acted as  in-house  counsel  for  Providian  Bancorp,  Inc.,  a
Delaware  corporation  ("PBI"),  First Deposit National Bank, a national banking
association  ("FDNB"),  Providian National Bank, a national banking  association
("PNB"),  Providian Credit  Corporation,  a Delaware  corporation  ("PCC"),  and
Providian Credit Services, Inc., a Utah corporation ("PCSI"), in connection with
the Termination,  Replacement and Restatement Agreement dated as of May 14, 1996
(the "TRR Agreement") among FDNB, PNB, PCC and PCSI, as borrowers (collectively,
the  "Borrowers"),  PBI, as guarantor (the  "Guarantor"  and,  together with the
Borrowers,  the  "Obligors"),  the lenders party thereto (the "Lenders") and The
Chase Manhattan Bank (National  Association),  as  administrative  agent for the
Lenders (in such  capacity,  the "Agent").  All  capitalized  terms used but not
defined  herein  have the  respective  meanings  given to such  terms in the New
Credit Agreement (as defined in the TRR Agreement).

         This opinion is being  furnished to you pursuant to Section 3(e) of the
TRR Agreement.

         For purposes of rendering  this opinion,  I have examined  originals or
copies identified to my satisfaction of the following documents:

               (a) the TRR Agreement  and the terms of the New Credit  Agreement
          incorporated by reference to the Amended and Restated Credit Agreement
          dated as of October 10, 1995;

                  (b)      the Fee Letter dated April 3, 1996; and

                  (c)      the    articles   of    association,    articles   of
                           incorporation or certificate of incorporation, as the
                           case may be, and by-laws, each as amended to the date
                           hereof, of each of the Obligors.

     The documents referred to in items (a) and (b) above are sometimes referred
     to herein as the "Restated Credit Documents."

         In addition, I have made such inquiries and investigations and examined
such corporate  records of the Obligors as I have deemed necessary to render the
opinions set forth herein.

         As used  herein,  the  phrase  "to my  knowledge"  refers  to my actual
knowledge based on my review of the documents  listed above and the information,
inquiries and investigations described herein and no others.

         For purposes of this opinion, I have assumed (i) the due authorization,
execution and delivery of the Restated  Credit  Documents by each of the Lenders
and the Agent, as applicable; (ii) that each Lender and the Agent have the legal
power to act in the  capacities  in which  they are to act  under  the  Restated
Credit  Documents  and the New Credit  Agreement;  (iii) the  conformity  to the
original documents of any documents  submitted to me as certified or photostatic
copies, the authenticity of such documents and the genuineness of all signatures
on such documents;  (iv) that each of the Restated Credit  Documents and the New
Credit  Agreement  is the legal,  valid and  binding  obligation  of each of the
Lenders and the Agent,  as  applicable,  enforceable  against each such party in
accordance  with its terms;  and (v) that each of the  Lenders and the Agent has
performed and will perform its obligations thereunder.

         Based  upon  the   foregoing,   and  subject  to  the   qualifications,
limitations and assumptions hereinafter set forth, I am of the opinion that:

         1. Each of the Guarantor and PCC is a corporation  validly existing and
in good standing under the laws of the State of Delaware.  PCSI is a corporation
validly  existing and in good standing under the laws of the State of Utah. Each
of FDNB and PNB is a national banking  association  validly existing and in good
standing under the laws of the United States of America.

         2. Each of the Obligors has all requisite corporate power and authority
to own and operate  its  properties,  to conduct  its  business in the manner in
which it presently is conducted  and to execute and deliver the Restated  Credit
Documents  and  perform  its  obligations  under  each  of the  Restated  Credit
Documents to which it is a party and the New Credit Agreement.

         3. Each of the Restated Credit Documents to which an Obligor is a party
and the New Credit Agreement has been duly authorized by all necessary corporate
action on the part of such Obligor.

         4.  Neither the  execution  and delivery by any Obligor of the Restated
Credit  Documents to which it is a party nor the  performance by such Obligor of
its obligations thereunder or under the New Credit Agreement constitutes or will
result in a breach of such Obligor's charter or by-laws or, to my knowledge, any
order of any  court or  governmental  authority  having  jurisdiction  over such
Obligor or constitutes a violation of applicable law.  Neither the execution and
delivery by any Obligor of the Restated Credit  Documents to which it is a party
nor the performance by such Obligor of its  obligations  thereunder or under the
New Credit Agreement will conflict with, or result in any material breach of, or
constitute a default under,  or result in the creation or imposition of any lien
upon any property or assets of such Obligor  pursuant to, or require any consent
not obtained under, any indenture,  mortgage,  deed of trust, agreement or other
instrument  to  which  such  Obligor  is a party  or by  which  it or any of its
property or assets is bound or to which it is subject, which conflict, breach or
default,  or lien  created or imposed,  or the  failure to obtain such  consent,
would have a material adverse effect on the financial  condition of such Obligor
and its Subsidiaries  taken as a whole or the ability of such Obligor to perform
its obligations  under the Restated Credit  Documents to which it is a party and
the New Credit Agreement.

         5. Except as disclosed in the TRR Agreement or the New Credit Agreement
or in any  Schedule  or Exhibit  thereto,  to my  knowledge  there is pending or
threatened no action, suit or proceeding or governmental  investigation,  or any
order, writ,  injunction or decree,  against any Obligor before or by any court,
arbitrator or governmental or  administrative  body that challenges the validity
or  enforceability  of any of the  Restated  Credit  Documents or the New Credit
Agreement or the transactions  contemplated thereby or that restrains,  prevents
or imposes  material adverse  conditions upon, or seeks to restrain,  prevent or
impose material adverse  conditions upon, any such transaction or in which there
is a  reasonable  probability  of an adverse  decision  against such Obligor and
which, if adversely determined,  would reasonably be expected to have a material
adverse effect on the financial  condition of such Obligor and its  Subsidiaries
taken as a whole or the ability of such Obligor to perform its obligations under
the Credit Documents to which it is a party and the New Credit Agreement.

         6. None of the Obligors is an "investment company" or a Person directly
or indirectly  controlled by an "investment  company"  within the meaning of the
Investment  Company Act of 1940, as amended.  None of the Obligors is a "holding
company",  or an "affiliate" of a "holding company" or a "subsidiary company" of
a "holding  company",  within the meaning of the Public Utility  Holding Company
Act of 1935, as amended.

         7. Neither the making of any Loans pursuant to, nor  application of the
proceeds  thereof in  accordance  with,  the New Credit  Agreement  will violate
Regulation U or X promulgated  by the Board of Governors of the Federal  Reserve
System.

         The  foregoing  opinions are subject to the  following  qualifications,
limitations and assumptions:

         A. I render no opinion  herein as to matters  involving the laws of any
jurisdiction  other  than  the  laws of the  State of  California,  the  General
Corporation Law of the State of Delaware,  the Revised Business  Corporation Act
of the State of Utah and the federal law of the United  States of America.  This
opinion is limited to the effect of the present  state of such laws,  as applied
to the facts on which I have relied (as set forth  above),  in  existence on the
date  hereof.  I  express  no  opinion  as to the  laws  of any  other  time  or
jurisdiction or the applicability of the laws of any particular jurisdiction.  I
assume no obligation to revise or supplement this opinion in the event of future
changes in such laws or the interpretations  thereof or such facts, and I assume
no responsibility to advise you of any such changes.

B. This opinion is delivered  solely for your benefit in connection with the TRR
Agreement and the New Credit  Agreement and may not be relied upon by any Person
other than the Agent and the Lenders  (including any Lender  becoming a party to
the New Credit  Agreement after the date hereof pursuant to the terms of the New
Credit  Agreement) or by the Agent or the Lenders in any other context,  nor may
this opinion be used, circulated,  published, communicated or otherwise referred
to or made  available to any other Person  except that the Agent and the Lenders
may provide this opinion (i) to bank examiners and other regulatory  authorities
should they so request or in connection with their normal examinations,  (ii) to
the  independent  auditors and  attorneys  of the Agent and the  Lenders,  (iii)
pursuant to order or legal process of any court or governmental  agency, (iv) in
connection  with any legal  action  to which the Agent or any  Lender is a party
arising out of the  transactions  contemplated  by the TRR  Agreement or the New
Credit Agreement or (v) to any permitted  prospective  transferee (including any
prospective  Participant) of the Loans or  Commitments.  This opinion may not be
quoted without my prior written consent.

Very truly yours,

Mary Ellen Richey
General Counsel

LENDERS

CONTINUING LENDERS:

Commitment                            ABN AMRO BANK N.V.
$30,000,000

                                      By
                                         Name:
                                         Title:

                                      By
                                         Name:
                                         Title:

                                      Lending Office for Base Rate Loans:

                                           ABN AMRO Bank N.V.
                                           One PPG Place, Suite 2950
                                           Pittsburgh, PA 15222-5400

                                      Lending Office for Loans other than Base 
                                         Rate Loans:
                                           
                                           ABN AMRO Bank N.V.
                                           One PPG Place, Suite 2950
                                           Pittsburgh, PA 15222-5400

                                      Address for Notices:

                                           ABN AMRO Bank N.V.
                                           One PPG Place, Suite 2950
                                           Pittsburgh, PA 15222-5400

                                      Attention:  James M. Janovsky

                                      Telex No.:  6734601 ABNAMRO UT

                                      Telecopier No.:  412-566-2266

                                      Telephone No.:  412-566-2269

Commitment                                           BANK OF AMERICA ILLINOIS
$70,000,000

                                       By
                                          Name:
                                          Title:

                                       Lending Office for Base Rate Loans:

                                            Bank of America Illinois
                                            1850 Gaterway Blvd., 4th floor
                                            Concord, CA 94520

                                       Lending Office for Loans other than Base 
                                          Rate Loans:
                                           
                                            Bank of America Illinois
                                            1850 Gaterway Blvd., 4th floor
                                            Concord, CA 94520

                                       Address for Notices:

                                            Bank of America Illinois
                                            1850 Gaterway Blvd., 4th floor
                                            Concord, CA 94520

                                       Attention:  Marianne Runyen

                                       Telecopier No.:  510-675-8218

                                       Telephone No.:  510-675-7719

Commitment                              THE FIRST NATIONAL BANK OF BOSTON
$25,000,000

                                     By
                                        Name:
                                        Title:

                                     Lending Office for Base Rate Loans:

                                          The First National Bank of Boston
                                          100 Rustcraft Rd. Mail Stop 74-02-05
                                          Dedham, Massachusetts 02026
                                          Attention:  Mary Kucharski

                                     Lending Office for Loans other than Base 
                                       Rate Loans:
                                         
                                          The First National Bank of Boston
                                          100 Rustcraft Rd. Mail Stop 74-02-05
                                          Dedham, Massachusetts 02026

                                     Address for Competitive Bid Notices:

                                          The First National Bank of Boston
                                          100 Federal Street Mail Stop 01-10-08
                                          Boston, Massachusetts 02110

                                     Attention:  John B. Sinclair

                                     Telecopier No.:  617-434-1096

                                     Telephone No.:  617-434-5045

Commitment                           THE BANK OF NEW YORK
$70,000,000

                                    By
                                       Name:
                                       Title:

                                    Lending Office for Base Rate Loans:

                                         The Bank of New York
                                         1 Wall Street, 22nd Floor
                                         New York, New York 10286

                                    Lending Office for Loans other than Base 
                                       Rate Loans:
                                         
                                         The Bank of New York
                                         1 Wall Street, 22nd Floor
                                         New York, New York 10286

                                    Address for Notices:

                                         The Bank of New York
                                         1 Wall Street, 22nd Floor
                                         New York, New York 10286

                                                      and

                                         10990 Wilshire Boulevard
                                         Suite 1125
                                         Los Angeles, California  90024

                                    Attention:  Lorna Alleyne/Elizabeth T. Ying

                                    Telecopier No.:     212-635-6399
                                                        310-996-8667

                                    Telephone No.:      212-635-6737
                                                        310-996-8661

Commitment                               BANQUE NATIONAL DE PARIS
$25,000,000

                                        By
                                           Name:
                                           Title:

                                        By
                                           Name:
                                           Title:

                                        Lending Office for Base Rate Loans:

                                             Banque Nationale de Paris
                                             180 Montgomery Street
                                             San Francisco, CA 94104

                                        Lending Office for Loans other than Base
                                          Rate Loans:
                                             
                                             Banque Nationale de Paris
                                             180 Montgomery Street
                                             San Francisco, CA 94104

                                        Address for Notices:

                                             Banque National de Paris
                                             180 Montgomery Street
                                             San Francisco, CA 94104

                                        Attention:  William J. La Herran

                                        Telex No.:  RCA278900 (BNPSUR)

                                        Telecopier No.:  415-296-8954

                                        Telephone No.:  415-956-0707

Commitment                                  THE CHASE MANHATTAN BANK
$70,000,000                                 (NATIONAL ASSOCIATION)

                                            By
                                               Name:  Dennis L. Cogan
                                               Title:  Vice President

                                            Lending Office for all Loans:

                                                 The Chase Manhattan Bank
                                                   (National Association)
                                                 1 Chase Manhattan Plaza
                                                 New York, New York  10081

                                            Address for Notices:

                                                 The Chase Manhattan Bank
                                                   (National Association)
                                                 1 Chase Manhattan Plaza
                                                 New York, New York  10081

                                            Attention:  Monique Parker

                                            Telecopier No.:  212-552-1368

                                            Telephone No.:  212-552-5920

Commitment                                           CITICORP USA, INC.
$60,000,000

                                       By
                                          Name:
                                          Title:

                                       Lending Office for Base Rate Loans:

                                            Citicorp USA, Inc.
                                            399 Park Avenue
                                            New York, New York 10043

                                       Lending Office for Loans other than Base 
                                         Rate Loans:
                                            
                                            Citicorp USA, Inc.
                                            399 Park Avenue
                                            New York, New York 10043

                                       Address for Notices:

                                            Citicorp USA, Inc.
                                            399 Park Avenue
                                            New York, New York 10043

                                       Attention:  James Lee/Peter C. Bickford

                                       Telecopier No.:  212-371-6309

                                       Telephone No.:  212-559-8146/4412

Commitment                            COMMERZBANK AG, LOS ANGELES
$70,000,000                           BRANCH

                                      By
                                         Name:
                                         Title:

                                      By
                                         Name:  Werner Schmidbauer
                                         Title:  Vice President

                                      Lending Office for Base Rate Loans:

                                           Commerzbank AG, Los Angeles Branch
                                           660 So. Figueroa, Suite 1450
                                           Los Angeles, CA 90017

                                      Lending Office for Loans other than Base 
                                        Rate Loans:
                                           
                                           Commerzbank AG, Los Angeles Branch
                                           660 So. Figueroa, Suite 1450
                                           Los Angeles, CA 90017

                                      Address for Notices:

                                           Commerzbank AG, Los Angeles Branch
                                           660 So. Figueroa, Suite 1450
                                           Los Angeles, CA 90017

                                      Attention:  Werner Schmidbauer/Edna Youna

                                      Telex No.:  678338 CBKLA UI

                                      Telecopier No.:  213-623-0039

                                      Telephone No.:  213-623-8223/5419

Commitment                            CAISSE NATIONALE DE
$30,000,000                            CREDIT AGRICOLE

                                      By
                                         Name:
                                         Title:

                                      Lending Office for Base Rate Loans:

                                           Caisse Nationale de Credit Agricole
                                           55 East Monroe Street, Suite 4700
                                           Chicago, Illinois 60603

                                      Lending Office for Loans other than Base 
                                        Rate Loans:
                                          
                                           Caisse Nationale de Credit Agricole
                                           55 East Monroe Street, Suite 4700
                                           Chicago, Illinois 60603

                                      Address for Notices:

                                           Caisse Nationale de Credit Agricole
                                           55 East Monroe Street, Suite 4700
                                           Chicago, Illinois 60603

                                      Attention:  Kathleen Martens

                                      Telex No.:  190063 AGRICOUT

                                      Telecopier No.:  312-372-4421

                                      Telephone No.:  312-917-7444/7420

Commitment                         CREDIT LYONNAIS , SAN FRANCISCO
$70,000,000                          BRANCH AND/OR CREDIT LYONNAIS,
                                     CAYMAN ISLAND BRANCH

                                  By
                                     Name:
                                     Title:

                                  Lending Office for Base Rate Loans:

                                       Credit Lyonnais, San Francisco Branch
                                       c/o 3 Embarcadero Center, Suite 1640
                                       San Francisco, California 94111

                                  Lending Office for Loans other than Base 
                                    Rate Loans:    
                                      
                                       Credit Lyonnais, San Francisco Branch
                                       3 Embarcadero Center, Suite 1640
                                       San Francisco, California 94111

                                  Address for Notices:

                                       Credit Lyonnais, San Francisco Branch
                                       3 Embarcadero Center, Suite 1640
                                       San Francisco, California 94111

                                  Attention:  William J. Fischer/
                                                    Christiane Balouny

                                  Telecopier No.:  415-956-7008

                                  Telephone No.:  415-956-7002

Commitment                            CREDIT SUISSE
$70,000,000

                                       By
                                          Name:
                                          Title:

                                       By
                                          Name:
                                          Title:

                                       Lending Office for Base Rate Loans:

                                            Credit Suisse
                                            633 West Fifth Street, 64th Floor
                                            Los Angeles, CA 90071

                                       Lending Office for Loans other than Base 
                                         Rate Loans:    
                                            
                                            Credit Suisse
                                            633 West Fifth Street, 64th Floor
                                            Los Angeles, CA 90071

                                       Address for Notices:

                                            Credit Suisse
                                            633 Fifth Street, 64th Floor
                                            Los Angeles, CA 90071

                                       Attention:  Rita Asa

                                       Telex No.:  67227 (CREDSUIS)

                                       Telecopier No.:  213-955-8245

                                       Telephone No.:  213-955-8284

Commitment                      THE DAI-ICHI KANGYO BANK, LTD.,
$20,000,000                       CHICAGO BRANCH

                                By
                                    Name:
                                    Title:

                                 Lending Office for Base Rate Loans:

                                      The Dai-Ichi Kangyo Bank, Ltd., Chicago
                                        Branch
                                      10 South Wacker Drive, 26th floor
                                      Chicago, Il 60606

                                 Lending Office for Loans other than Base Rate 
                                   Loans:
                                      
                                      The Dai-Ichi Kangyo Bank, Ltd., Chicago
                                        Branch
                                      10 South Wacker Drive, 26th floor
                                      Chicago, Il 60606

                                 Address for Notices:

                                      The Dai-Ichi Kangyo Bank, Ltd., Chicago
                                        Branch
                                      10 South Wacker Drive, 26th floor
                                      Chicago, Il 60606

                                 Attention:   John Sneed,
                                              Kathy Oczko:  Corporate Banking

                                 Telecopier No.:  312-876-2011

                                 Telephone No.:  312-715-6362

Commitment                           DEUTSCHE BANK AG,
$70,000,000                          NEW YORK AND/OR CAYMAN ISLANDS
                                     BRANCHES

                                    By
                                       Name:
                                       Title:

                                    By
                                       Name:
                                       Title:

                                    Lending Office for Base Rate Loans:

                                         Deutsche Bank AG,
                                         New York Branch
                                         31 West 52nd Street
                                         New York, New York 10019

                                    Lending Office for Loans other than Base 
                                      Rate Loans:
                                         
                                         Deutsche Bank AG
                                         Cayman Islands Branch
                                         31 West 52nd Street
                                         New York, New York 10019

                                    Address for Notices:

                                         Deutsche Bank AG
                                         New York and/or Cayman Islands Branches
                                         31 West 52nd Street
                                         New York, New York 10019

                                    Attention:  CFS, Cheryl Mandelbaum

                                    Telex No.:  429166/DEUT BK NY

                                    Telecopier No.:  212-474-7880

                                    Telephone No.:  212-474-8426

Commitment                            THE FUJI BANK, LIMITED,
$55,000,000                             SAN FRANCISCO AGENCY

                                       By
                                          Name:
                                          Title:

                                       Lending Office for Base Rate Loans:

                                            The Fuji Bank, Limited,
                                            San Francisco Agency
                                            601 California, Suite 500
                                            San Francisco, CA 94108

                                       Lending Office for Loans other than Base
                                         Rate Loans:
                                            
                                            The Fuji Bank, Limited,
                                            San Francisco Agency
                                            601 California, Suite 500
                                            San Francisco, CA 94108

                                       Address for Notices:

                                            The Fuji Bank, Limited,
                                            San Francisco Agency
                                            601 California, Suite 500
                                            San Francisco, CA 94108

                                       Attention:  Suzanne Stitt

                                       Telex No.:  176087 FUJIBK SFO

                                       Telecopier No.:  415-362-4613

                                       Telephone No.:  415-296-5443

Commitment                          THE INDUSTRIAL BANK OF JAPAN,
$50,000,000                          LIMITED, LOS ANGELES AGENCY

                                     By
                                        Name:
                                        Title:

                                     Lending Office for Base Rate Loans:

                                     The Industrial Bank of Japan, Limited,
                                     Los Angeles Agency
                                     350 South Grand Avenue, Suite 1500
                                     Los Angeles, CA 90071

                                     Lending Office for Loans other than Base 
                                       Rate Loans:      
                                     
                                     The Industrial Bank of Japan, Limited,
                                     Los Angeles Agency
                                     350 South Grand Avenue, Suite 1500
                                     Los Angeles, CA 90071

                                     Address for Notices:

                                     The Industrial Bank of Japan, Limited,
                                     Los Angeles Agency
                                     350 South Grand Avenue, Suite 1500
                                     Los Angeles, CA 90071

                                     Attention:  Charles Lilygren

                                     Telex No.:  6831123 KOGIN LSA

                                     Telecopier No.:  213-488-9840

                                     Telephone No.:  213-893-6444

Commitment                            NATIONSBANK OF TEXAS, N.A.
$70,000,000

                                       By
                                          Name:
                                          Title:

                                       Lending Office for Base Rate Loans:

                                            NationsBank of Texas, N.A.
                                            901 Main Street, 14th Floor
                                            Dallas, Texas 75202

                                       Lending Office for Loans other than Base 
                                         Rate Loans:    
                                            
                                            NationsBank of Texas, N.A.
                                            901 Main Street, 14th Floor
                                            Dallas, Texas 75202

                                       Address for Notices:

                                            NationsBank of Texas, N.A.
                                            901 Main Street, 14th Floor
                                            Dallas, Texas 75202

                                       Attention:  Greg Venker/Traci Vinson

                                       Telecopier No.:  214-508-0944

                                       Telephone No.:  214-508-0584

Commitment                           FLEET BANK, N.A.
$25,000,000

                                     By
                                        Name:
                                        Title:

                                     Lending Office for Base Rate Loans:

                                          Fleet Bank, N.A.
                                          175 Water Street - 28th Floor
                                          New York, New York 10038

                                     Lending Office for Loans other than Base 
                                        Rate Loans:
                                          
                                          Fleet Bank, N.A.
                                          175 Water Street - 28th Floor
                                          New York, New York 10038

                                     Address for Notices:

                                          Fleet Bank, N.A.
                                          175 Water Street - 28th Floor
                                          New York, New York 10038

                                     Attention:      Stephanie Wilson-Flaherty

                                     Telex No.:  12-7933

                                     Telecopier No.:  212-602-3323

                                     Telephone No.:  212-602-1931

Commitment                           PNC BANK, NATIONAL ASSOCIATION
$55,000,000

                                     By
                                        Name:
                                        Title:

                                     Lending Office for Base Rate Loans:

                                          PNC Bank, N.A.
                                          55 S. Lake Avenue, Suite 650
                                          Pasadena, California 91101

                                     Lending Office for Loans other than Base 
                                        Rate Loans:
                                          
                                          PNC Bank, N.A.
                                          55 S. Lake Avenue, Suite 650
                                          Pasadena, California 91101

                                     Address for Notices:

                                          PNC Bank, N.A.
                                          55 S. Lake Avenue, Suite 650
                                          Pasadena, California 91101

                                     Attention:      Jeffry P. White
                                                     Pamela J. Fox

                                     Telecopier No.:  818-568-0653

                                     Telephone No.:  818-568-9326

Commitment                         SANWA BANK, LIMITED
$20,000,000                          ATLANTA AGENCY

                                   By
                                      Name:
                                      Title:

                                   Lending Office for Base Rate Loans:

                                        The Sanwa Bank, Limited
                                         Atlanta Agency
                                        133 Peachtree Street NE, Suite 4950
                                        Atlanta, Georgia 30303

                                   Lending Office for Loans other than Base 
                                     Rate Loans:
                                       
                                        The Sanwa Bank, Limited
                                         Atlanta Agency
                                        133 Peachtree Street NE, Suite 4950
                                        Atlanta, Georgia 30303

                                   Address for Notices:

                                        The Sanwa Bank, Limited
                                         Atlanta Agency
                                        133 Peachtree Street NE, Suite 4950
                                        Atlanta, Georgia 30303

                                   Attention:      Raymond Hamilton
                                                   Kristy Mayo

                                   Telex No.:  4611830 SANWALT

                                   Telecopier No.:  404-589-1629

                                   Telephone No.:  404-586-8805

Commitment                           FLEET NATIONAL BANK
$15,000,000

                                     By
                                        Name:
                                        Title:

                                     Lending Office for Base Rate Loans:

                                          Fleet National Bank
                                          777 Main Street
                                          Hartford, Connecticut 06115

                                     Lending Office for Loans other than Base 
                                       Rate Loans:
                                          
                                          Fleet National Bank
                                          777 Main Street
                                          Hartford, Connecticut 06115

                                     Address for Notices:

                                          Fleet National Bank
                                          777 Main Street
                                          Hartford, Connecticut 06115

                                     Attention:    David Albanesi/
                                                   Robert Meditz
                                                   Insurance Industry Dept.

                                     Telecopier No.:  860-986-1094

                                     Telephone No.:  860-986-5600

ADDITIONAL LENDERS

Commitment                            BANK OF NOVA SCOTIA
$20,000,000

                                      By
                                         Name:
                                         Title:

                                      Lending Office for Base Rate and LIBOR 
                                        Loans:
                                           
                                           Bank of Nova Scotia
                                           600 Peachtree St., NE
                                           Suite 2700
                                           Atlanta, GA  30308

                                      Lending Office for Competitive Bid Loans:

                                           Bank of Nova Scotia
                                           1 Liberty Plaza
                                           New York, NY  10006

                                      Address for Notices:

                                           Bank of Nova Scotia
                                           600 Peachtree St., NE
                                           Suite 2700
                                           Atlanta, GA  30308

                                               and

                                           Chicago Representative Office
                                           Suite 3700
                                           181 W. Madison St.
                                           Chicago, IL  60602

                                      Attention:      J.T. Legista
                                                      Barbara Siatczynski

                                      Telex:  ITT 241791

                                      Telecopier No.:     312-201-4108
                                                          404-888-8998

                                      Telephone No.:      312-201-4113
                                                          404-877-1562

Commitment                            BANKERS TRUST COMPANY
$35,000,000

                                      By
                                         Name:
                                         Title:

                                      Lending Office for Base Rate Loans:

                                           Bankers Trust Company
                                           130 Liberty St. - 14th Fl.
                                           New York, N.Y.  10017

                                      Lending Office for Loans other than Base 
                                        Rate Loans:     
                                          
                                           Bankers Trust Company
                                           130 Liberty St. - 14th Fl.
                                           New York, N.Y.  10017

                                      Address for Notices:

                                           Bankers Trust Company
                                           130 Liberty St. - 14th Fl.
                                           New York, N.Y.  10017

                                      Attention:      James Morgan/
                                                      Cindy Berge O'Keefe

                                      Telecopier No.:  212-250-7351

                                      Telephone No.:  212-250-7466

Commitment                         THE FIRST NATIONAL BANK OF
$35,000,000                          CHICAGO

                                  By
                                     Name:
                                     Title:

                                  Lending Office for Base Rate Loans:

                                       The First National Bank of Chicago
                                       One First National Plaza
                                       Mail Suite 0085, 1-16
                                       Chicago, IL  60670-00085

                                  Lending Office for Loans other than Base Rate 
                                     Loans:   
                                      
                                       The First National Bank of Chicago
                                       One First National Plaza
                                       Mail Suite 0085, 1-16
                                       Chicago, IL  60670-00085

                                  Address for Notices:

                                       The First National Bank of Chicago
                                       One First National Plaza
                                       Mail Suite 0085, 1-16
                                       Chicago, IL  60670-00085

                                  Attention:  Paul T. Schultz/Lillian A. Arroyo

                                  Telecopier No.:  312-732-4033

                                  Telephone No.:  312-732-7074/2279

Commitment                             MELLON BANK, N.A.
$35,000,000

                                        By
                                           Name:
                                           Title:

                                        Lending Office for Base Rate Loans:

                                             Mellon Bank, N.A.
                                             Three Mellon Bank Center
                                             23rd Floor/Loan Administration
                                             Pittsburgh, PA  15259

                                       Lending Office for Loans other than Base 
                                          Rate Loans:   
                                             
                                             Mellon Bank, N.A.
                                             Three Mellon Bank Center
                                             23rd Floor/Loan Administration
                                             Pittsburgh, PA  15259

                                        Address for Notices:

                                             Mellon Bank, N.A.
                                             Three Mellon Bank Center
                                             23rd Floor/Loan Administration
                                             Pittsburgh, PA  15259

                                                 and:

                                             300 South Grand Ave., Suite 3800
                                             Los Angeles, CA  90071

                                        Attention:  Sean C. Gannon/Damon Carr

                                        Telecopier No.:     412-236-2028

                                        Telephone No.:      213-680-7280
                                                            412-234-1872

Commitment                            ROYAL BANK OF CANADA
$20,000,000

                                      By
                                         Name:
                                         Title:

                                      Lending Office for Base Rate Loans:

                                           Royal Bank of Canada
                                           Financial Square, 23rd Floor
                                           New York, NY  10005-3531

                                      Lending Office for Loans other than Base 
                                        Rate Loans:     
                                           
                                           Royal Bank of Canada
                                           Financial Square, 23rd Floor
                                           New York, NY  10005-3531

                                      Address for Notices:

                                           Royal Bank of Canada
                                           Financial Square, 23rd Floor
                                           New York, NY  10005-3531

                                      Attention: Manager, Credit Administration

                                      Telex No.:  MCI-62519 (Royal Bank)

                                      Telecopier No.:     212-428-2372

                                      Telephone No.:  212-428-6311

                                      and:

                                            Royal Bank of Canada
                                            Financial Square, 24th Floor
                                            New York, NY 10005-3531

                                      Attention: Gary R. Overton, Senior Manager

                                      Telecopier No.:  212-809-7468

                                      Telephone No.:      212-428-6277

Commitment                          THE SAKURA BANK, LIMITED
$20,000,000

                                    By
                                       Name:
                                       Title:

                                    Lending Office for Base Rate Loans:

                                         The Sakura Bank, Limited
                                         277 Park Ave., 45th Floor
                                         New York, NY  10172

                                    Lending Office for Loans other than Base 
                                      Rate Loans:  
                                         
                                         The Sakura Bank, Limited
                                         277 Park Ave., 45th Floor
                                         New York, NY  10172

                                    Address for Notices:

                                         The Sakura Bank, Limited
                                         277 Park Ave., 45th Floor
                                         New York, NY  10172

                                    Attention:  Rebecca Sell

                                    Telecopier No.:  212-888-7651

                                    Telephone No.:  212-756-6817

Commitment                           SWISS BANK CORPORATION
$20,000,000                          NEW YORK BRANCH

                                     By
                                        Name:
                                        Title:

                                     Lending Office for Base Rate Loans:

                                          Swiss Bank Corporation
                                          New York Branch
                                          P.O. Box 395
                                          Church St. Station
                                          New York, NY  10008

                                     Lending Office for Loans other than Base 
                                       Rate Loans: 
                                          
                                          Swiss Bank Corporation
                                          New York Branch
                                          P.O. Box 395
                                          Church St. Station
                                          New York, NY  10008

                                     Address for Notices:

                                          Swiss Bank Corporation
                                          New York Branch
                                          P.O. Box 395
                                          Church St. Station
                                          New York, NY  10008

                                     Attention:  Dominick Schiavo

                                     Telecopier No.:  212-574-3888

                                     Telephone No.:  212-574-3072

Commitment                            MORGAN GUARANTY TRUST COMPANY
$35,000,000                             OF NEW YORK

                                      By
                                         Name:
                                         Title:

                                      Lending Office for Base Rate Loans:

                                           Morgan Guaranty Trust Company
                                             of New York
                                           c/o J.P. Morgan Services Inc.
                                           500 Stanton Christiana Road
                                           Newark, DE 19713

                                      Lending Office for Loans other than Base 
                                        Rate Loans:     
                                           
                                           Morgan Guaranty Trust Company
                                             of New York
                                           c/o J.P. Morgan Services Inc.
                                           500 Stanton Christiana Road
                                           Newark, DE 19713

                                      Address for Notices:

                                           Morgan Guaranty Trust Company
                                             of New York
                                           c/o J.P. Morgan Services Inc.
                                           500 Stanton Christiana Road
                                           Newark, DE 19713

                                      Attention:  Robert S. Kearns

                                      Telex No.:  177425 (MEDEL UT)

                                      Telecopier No.:  302-634-1092

                                      Telephone No.:  302-634-4203

 

Basic Info X:

Name: RESTATEMENT AGREEMENT
Type: Restatement Agreement
Date: Aug. 13, 1996
Company: PROVIDIAN CORP
State: Delaware

Other info:

Date:

  • January 1 , 1997
  • December 31 , 1995
  • December 31 , 1994
  • last day of the
  • June 10 , 1996
  • May , 1996
  • May 14 , 1996
  • October 10 , 1995
  • April 3 , 1996
  • 14th Fl

Organization:

  • DEUTSCHE BANK AG NATIONSBANK
  • Bank of America National Trust and Savings Association
  • Maintenance of Consolidated Tangible Capital
  • Event of Default
  • Secretary of State
  • Gibson , Dunn & Crutcher
  • Existing Credit Agreement
  • Commitments of the Lenders
  • Senior Financial Officer Address
  • Senior Financial Officer Telecopier No
  • Chase Manhattan Bank National Association 4 Chase Metro Tech Center 13th Floor Brooklyn
  • New York Agency Telex No
  • United States District Court
  • Southern District of New York
  • DUNN & CRUTCHER LLP
  • Providian Bancorp , Inc.
  • First Deposit National Bank
  • Providian National Bank
  • Providian Credit Corporation
  • Providian Credit Services , Inc.
  • Restated Credit Agreement
  • the State of Utah
  • Restated Credit Documents
  • Board of Governors of the Federal Reserve System
  • General Corporation Law of the State of Delaware
  • New Credit Agreement
  • ABN AMRO Bank N.V.
  • Bank of America Illinois 1850 Gaterway Blvd.
  • Marianne Runyen Telecopier No
  • First National Bank of Boston
  • The Bank of New York
  • Wilshire Boulevard Suite 1125
  • Banque Nationale de Paris 180 Montgomery Street
  • Banque National de Paris 180 Montgomery Street
  • Herran Telex No
  • BNPSUR Telecopier No
  • Citicorp USA , Inc.
  • James LeePeter C. Bickford Telecopier No
  • Werner SchmidbauerEdna Youna Telex No
  • CBKLA UI Telecopier No
  • Caisse Nationale de Credit Agricole 55 East Monroe Street
  • AGRICOUT Telecopier No
  • Rita Asa Telex No
  • Dai-Ichi Kangyo Bank , Ltd.
  • Chicago Branch 10 South Wacker Drive
  • Deutsche Bank AG Cayman Islands Branch
  • BK NY Telecopier No
  • SFO Telecopier No
  • The Industrial Bank of Japan
  • LSA Telecopier No
  • Stephanie Wilson-Flaherty Telex No
  • Jeffry P. White Pamela J
  • Fox Telecopier No
  • Limited Atlanta Agency 133 Peachtree Street NE
  • SANWALT Telecopier No
  • Fleet National Bank
  • David Albanesi Robert Meditz Insurance Industry Dept
  • GA 30308 Lending Office
  • Bank of Nova Scotia 600 Peachtree St.
  • Chicago Representative Office Suite
  • First National Bank of Chicago One First National Plaza Mail Suite 0085
  • Mellon Bank Center 23rd FloorLoan Administration Pittsburgh
  • Credit Administration Telex No
  • Royal Bank Telecopier No
  • Royal Bank of Canada Financial Square
  • Senior Manager Telecopier No
  • Rebecca Sell Telecopier No
  • Swiss Bank Corporation New York Branch P.O
  • Morgan Guaranty Trust Company of New York co J.P. Morgan Services Inc.
  • MEDEL UT Telecopier No

Location:

  • Kearny
  • GIBSON
  • Delaware
  • Utah
  • United States of America
  • Pittsburgh
  • AMERICA ILLINOIS
  • Concord
  • Dedham
  • Boston
  • Massachusetts
  • PARIS
  • Manhattan Plaza New York
  • San Francisco Branch
  • San Francisco Agency 601 California
  • JAPAN
  • Dallas
  • Texas
  • Lake Avenue
  • Pasadena
  • Georgia
  • Hartford
  • Connecticut
  • Atlanta
  • St. Chicago
  • N.Y.
  • South Grand Ave.
  • Los Angeles
  • CANADA
  • St. Station New York
  • Stanton Christiana Road Newark

Money:

  • $ 800,000,000
  • $ 1,200,000,000
  • $ 550,000,000 0.1000 %
  • $ 550,000,000 0.1250 %
  • $ 75,000,000
  • $ 1,000
  • $ 750
  • $ 1,600,000,000
  • $ 300,000,000 1997 $ 350,000,000
  • $ 400,000,000
  • $ 60,000,000
  • $ 30,000,000
  • $ 50,000,000
  • $ 70,000,000
  • $ 25,000,000
  • $ 55,000,000
  • $ 15,000,000
  • $ 20,000,000
  • $ 35,000,000

Person:

  • David J. Petrini
  • Mary Ellen Richey
  • James M. Janovsky
  • Mary Kucharski
  • John B. Sinclair Telecopier
  • Lorna AlleyneElizabeth T. Ying Telecopier
  • Dennis L. Cogan
  • Monique Parker Telecopier
  • Werner Schmidbauer
  • Kathleen Martens
  • William J. Fischer Christiane Balouny Telecopier
  • John Sneed
  • Kathy Oczko
  • Cheryl Mandelbaum
  • Suzanne Stitt
  • Charles Lilygren
  • Greg VenkerTraci Vinson Telecopier
  • Raymond Hamilton Kristy Mayo
  • W. Madison
  • Barbara Siatczynski
  • James Morgan Cindy Berge
  • Paul T. SchultzLillian A. Arroyo Telecopier
  • Sean C. GannonDamon Carr Telecopier
  • Gary R. Overton
  • Dominick Schiavo Telecopier
  • Robert S. Kearns

Percent:

  • 0.1250 %
  • 25 %