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Exhibit 4.2
SUBSTITUTION OF SUCCESSOR RIGHTS AGREEMENT
AND AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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WHEREAS, as of January 31, 1997, CheckFree Corporation, a Delaware
corporation (the "Corporation"), and KeyCorp Shareholder Services, Inc.
("KeyCorp"), entered into a Rights Agreement (the "Rights Agreement"); and
WHEREAS, pursuant to Section 21 of the Rights Agreement, KeyCorp has
resigned as Rights Agent under the Rights Agreement effective as of June 9,
1997; and
WHEREAS, the Corporation has appointed Fifth Third Bank, an Ohio
banking association with its principal place of business at 00 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxxxx, Xxxx 00000 ("Fifth Third"), as successor Rights Agent under
the Rights Agreement, and Fifth Third has agreed to accept such appointment, as
of June 9, 1997;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Successor Rights Agent. Effective as of June 9, 1997, Fifth Third
shall serve as Rights Agent under the Rights Agreement, as successor to KeyCorp,
and from and after that date shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Rights Agent
as of June 9, 1997, without further act or deed. Notices to Fifth Third with
respect to its responsibilities under the Rights Agreement shall be mailed to:
Fifth Third Bank
Number 1090D2
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
2. Fifth Third and the Corporation hereby agree that from and after
June 9, 1997, Section 3(e) of the Rights Agreement shall be amended to read in
its entirety as follows:
"(e) Certificates for Common Shares issued at any time after
the Record Date and prior to the earliest of the Distribution Date, the
Redemption Date or the Expiration Date, shall have impressed on,
printed on, written on or otherwise affixed to them the following
legend:
This certificate also represents Rights that entitle the
holder hereof to certain rights as set forth in a Rights Agreement by
and between the Corporation and Fifth Third Bank, as Rights Agent (the
"Rights Agreement"), the terms and conditions of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Corporation.
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Under certain circumstances specified in the Rights Agreement,
such Rights will be represented by separate certificates and will no
longer be represented by this certificate. Under certain circumstances
specified in the Rights Agreement, Rights beneficially owned by certain
persons may become null and void. The Corporation will mail to the
record holder of this certificate a copy of the Rights Agreement
without charge promptly following receipt of a written request
therefor."
3. Fifth Third and the Corporation hereby agree that from and after
June 9, 1997, Section 3(f) of the Rights Agreement shall be amended to read its
entirety as follows:
"(f) Certificates for Common Shares issued at any time on or
after the Distribution Date and prior to the earlier of the Redemption
Date or the Expiration Date shall have impressed on, printed on,
written on or otherwise affixed to them the following legend:
This certificate does not represent any Right issued
pursuant to the terms of a Rights Agreement by and between the
Corporation and Fifth Third Bank, as Rights Agent."
4. Fifth Third and the Corporation agree that from and after June 9,
1997, Section 6(c) of the Rights Agreement shall be amended to read in its
entirety as follows:
"(c) Notwithstanding anything to the contrary in this Section
6, the Rights Agent shall not countersign and deliver a Right
Certificate to any Person if the Rights Agent knows such Right
Certificate represents, or would represent when held by such Person,
Rights that had become or would become null and void pursuant to
Section 7(d) hereof"
5. Fifth Third and the Corporation hereby agree that from and after
June 9, 1997, Section 20(g) of the Rights Agreement shall be amended by adding
the following language to the end of that Section:
"At any time the Rights Agent may apply to the Company for written
instructions with respect to any matter arising in connection with the
Rights Agent's duties and obligations arising under this Agreement.
Such application by the Rights Agent for written instructions from the
Company may, at the option of the Rights Agent, set forth in writing
any action proposed to be taken or omitted by the Rights Agent with
respect to its duties or obligations under this Agreement and the date
on and/or after which such action shall be taken or omitted in
accordance with a proposal included in any such application on or after
the date specified therein (which date shall be not less than one
Business Day after the Company receives such application, without the
Company's consent) unless, prior to taking or initiating any such
action (or the effective date in the case of an omission), the Rights
Agent has received written
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instructions in response to such application specifying the action to
be taken or omitted."
6. Fifth Third and the Corporation hereby agree that from and after
June 9, 1997, a new Section 20(j) of the Rights Agreement shall be added to read
in its entirety as follows:
"(j) No provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the
exercise of its rights if there shall be reasonable grounds for
believing that repayment of such funds or adequate indemnification
against such risk or liability is not reasonably assured to it."
IN WITNESS WHEREOF, Fifth Third and the Corporation have executed this
agreement as of the 9th day of June, 1997.
FIFTH THIRD BANK
By: /s/ Xxxx Xxxxxx
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CHECKFREE CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
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