Exhibit 4.6
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 28 of the Rights Agreement
between EQUISERVE TRUST COMPANY, N.A. (the "Rights Agent") and COMPUWARE
CORPORATION dated October 25, 2000 (the "Agreement"), the Rights Agent and
Compuware Corporation desire to amend the Agreement.
2. EFFECTIVENESS. This Amendment shall be effective as of October 29, 2001
(the "Amendment") and all defined terms and definitions in the Agreement
shall be the same in the Amendment except as specifically revised by the
Amendment.
3. REVISION. Section 22 in the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified mail and to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice
in writing mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Shares or Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the
registered holder of a Right Certificate (who shall, with such notice,
submit such holder's Right Certificate for inspection by the Company), then
the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation or trust company organized and doing business
under the laws of the United States or of any state of the United States,
in good standing, which is authorized under such laws to exercise corporate
trust or stock transfer powers and is subject to supervision or examination
by federal or state authority and which has individually or combined with
an affiliate at the time of its appointment as Rights Agent a combined
capital and surplus of at least $50 million dollars. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall deliver
and transfer to the successor Rights Agent any property at the time held by
it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares or Preferred Shares, and
mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 22,
however, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 29th day of October, 2001.
COMPUWARE CORPORATION EQUISERVE TRUST COMPANY, N.A.
/s/ Xxxxxx Xxxxxxxx, Jr. /s/ Xxxxx Xxxxxx-Xxxx
------------------------------------- ----------------------------------------
By: Xxxxxx Xxxxxxxx, Jr. By: Xxxxx Xxxxxx-Xxxx
Title: Vice President and Title: Managing Director,
General Counsel Client Administraton
State Street Bank & Trust Company
/s/ Xxxxx Xxxxxx-Xxxx
----------------------------------------
By: Xxxxx Xxxxxx-Xxxx
Title: Managing Director,
Client Administraton
