AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment, dated as of October 25, 1999, amends the Rights Agreement
dated as of September 1, 1997, between Trinitech Systems, Inc. (the "Company")
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agent"). Terms defined in the Rights Agreement and not otherwise defined herein
are used herein as so defined.
W I T N E S S E T H
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WHEREAS, on September 1, 1997, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one one-hundredth of a Preference Share; and
WHEREAS, the Board of Directors of the Company authorized and declared a
dividend distribution of one Right for every share of Common Stock of the
Company outstanding on September 19, 1997 and authorized the issuance of one
Right (subject to certain adjustments) for each share of Common Stock of the
Company issued between the Record Date and the Distribution Date; and
WHEREAS, the Company has obtained the requisite approval of the Company's
Board of Directors and shareholders in order to change the Company's name to
NYFIX, Inc.; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors now unanimously desires to amend certain provisions of the Rights
Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
i. The entire Rights Agreement is amended by deleting the name "Trinitech
Systems, Inc." in all the places it appears, including but not limited
to Exhibits A, B and C to the Rights Agreement, and substituting in
lieu thereof the name "NYFIX, Inc."
ii. Each reference in the Rights Agreement to "this Agreement," and each
use in the Rights Agreement of terms such as "herein," "hereof" and
"hereunder," shall mean and be a reference to the Rights Agreement as
amended hereby.
iii. Except as specifically provided in this Amendment, the Rights
Agreement shall remain in full force and effect and shall in no way be
amended, modified or affected.
iv. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute one and
the same instrument.
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IN WITNESS WHEREOF, this Amendment has been signed to be effective as of
the close of business on this 25th day of October, 1999 by authorized
representatives of each of the Company and the Rights Agent.
TRINITECH SYSTEMS, INC.
By: /s/ Xxxxx Xxxxxxxxx Xxxxxx
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Xxxxx Xxxxxxxxx Xxxxxx
President
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C.
By: /s/ Xxxxxx XxXxxxxx
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Xxxxxx XxXxxxxx
Assistant Vice President
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