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Exhibit 4.2
AMENDMENT TO GOVERNANCE AGREEMENT
THIS AMENDMENT TO GOVERNANCE AGREEMENT (the "Amendment"), dated as of
October 25, 2000 is entered into by and between Phoenix International Ltd.,
Inc., a Florida corporation (the "Company"), and London Bridge Software Holdings
plc., a corporation organized under the laws of England and Wales ("London
Bridge").
WHEREAS, the Company and London Bridge have executed and delivered a
Governance Agreement, dated February 14, 2000, (the "Governance Agreement"),
pursuant to which London Bridge has granted to the Company an irrevocable proxy
to vote the Purchased Common Stock;
WHEREAS, the Company, London Bridge and London Bridge Acquisition
Company, Inc., a Delaware corporation (the "Purchaser"), contemporaneously are
entering into an Asset Purchase Agreement of even date herewith (the "Asset
Purchase Agreement"), pursuant to which the Purchaser has agreed to purchase and
the Company has agreed to sell certain of the Company's assets, and London
Bridge has agreed to assume and the Company has agreed to assign certain of the
Company's liabilities on the terms and conditions set forth therein (the "Asset
Sale");
WHEREAS, the closing of the Asset Sale is conditioned upon its approval
and adoption by the Company's shareholders as required by the Florida Business
Corporation Act, the Company's Articles of Incorporation and the Company's
Bylaws;
WHEREAS, as a condition to the willingness of the Company, the
Purchaser and London Bridge to enter into the Asset Purchase Agreement, the
Company and London Bridge, in order to induce the other to enter into such
agreement, have agreed to cause this amendment to be executed and delivered (the
"First Amendment") concurrently with the execution and delivery of the Asset
Purchase Agreement; and
NOW, THEREFORE, for and in consideration of the above promises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Company and London Bridge
hereby covenant and agree as follows:
Section 1.1 Definitions Generally. Unless otherwise specifically
defined herein, each term used herein which is defined in the Governance
Agreement shall have the meaning assigned to such term in the Governance
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Governance Agreement shall from and
after the date hereof refer to the Governance Agreement as amended hereby.
Section 1.1 of the Governance Agreement is hereby amended by adding the
following definitions:
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"Acquisition Proposal" shall mean any bona fide proposal with respect
to a merger, consolidation, share exchange, tender offer or similar transaction
involving the Company, or any purchase or other acquisition of all or any
significant portion of the assets of the Company or a 25% or greater equity
interest in the Company.
"Alternative Transaction" shall mean any Acquisition Proposal made by a
third party.
Section 1.2 Waiver of Standstill. The Company expressly waives
the provisions contained in Sections 2.1 and 2.2 of the Governance Agreement
with respect to the Asset Purchase Agreement, the Asset Sale and the
transactions contemplated thereby such that Sections 2.1 and 2.2 will have no
effect with respect to the Asset Purchase Agreement, the Asset Sale and the
transactions contemplated thereby.
Section 1.3 Addition of Section 3.3. The Governance Agreement is
hereby amended by adding Section 3.3 as follows:
Section 3.3 Agreement to Vote.
(a) The Company agrees that it shall, and shall cause the holder of
record on any applicable record date to, from time to time, at any meeting of
shareholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting), however called, or in connection with any
written consent of the holders of Common Stock, (i) if a meeting is held, appear
at such meeting or otherwise cause the Purchased Common Stock to be counted as
present thereat for purposes of establishing a quorum, and (ii) vote or consent
(or cause to be voted or consented) the Purchased Common Stock for which the
Company holds a proxy, in favor of the approval and adoption of the Asset
Purchase Agreement and the Asset Sale (each as defined in the First Amendment)
and any action required in furtherance thereof.
(b) The Company agrees that it shall, and shall cause the holder of
record on any applicable record date to, from time to time, at any meeting of
shareholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting), however called, or in connection with any
written consent of the holders of Common Stock, (i) if a meeting is held, appear
at such meeting or otherwise cause the Purchased Common Stock to be counted as
present thereat for purposes of establishing a quorum, and (ii) vote or consent
(or cause to be voted or consented) the Purchased Common Stock for which the
Company holds a proxy, against the approval and adoption of any Alternative
Transaction.
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IN WITNESS WHEREOF, the parties have caused this Governance Agreement
to be duly executed and delivered, all as of the date first set forth above.
PHOENIX INTERNATIONAL LTD., INC
By: /s/ XXXXXX XXXXXXXXXX
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Name: XXXXXX XXXXXXXXXX
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Title: Chairman and Chief Executive Officer
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LONDON BRIDGE SOFTWARE
HOLDINGS PLC
By: /s/ XXX XXX
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Name: XXX XXX
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Title: Chief Operating Officer
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