EXHIBIT 4.5
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
WAIVER OF CERTAIN LOCK-UP LIMITATIONS
OCTOBER 15, 1996
THIS IS TO EVIDENCE THE AGREEMENT BY AND BETWEEN THE PERSONS NAMED BELOW (THE
"SECURITYHOLDERS") AND THE BISYS GROUP, INC. ("BISYS") TO AMEND THE REGISTRATION
RIGHTS AGREEMENT DATED APRIL 22, 1996 BY AND BETWEEN THE SECURITYHOLDERS AND
BISYS TO ALLOW FOR ONE DEMAND REGISTRATION RIGHT FOR REGISTRATION OF UP TO TWO
YEARS OF CERTAIN SHARES OF COMMON STOCK OF BISYS HELD BY THE SECURITYHOLDERS AND
THE AGREEMENT OF BISYS TO WAIVE CERTAIN LIMITATIONS ON THE SECURITYHOLDERS WITH
RESPECT TO THE TRANSFER OF SHARES OF COMMON STOCK OF BISYS SET FORTH IN THE
AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT") DATED APRIL 22, 1996 AMONG
BISYS, BISYS ACQUISITION CORP., STRATEGIC SOLUTIONS GROUP, INC. AND THE
SECURITYHOLDERS, IN EACH CASE, EFFECTIVE OCTOBER 15, 1996 AS MORE FULLY AND
SPECIFICALLY SET FORTH BELOW.
1. THE LAST SENTENCE OF SUBPARAGRAPHS (B) OF SECTION 2 (REQUIRED REGISTRATION)
OF THE REGISTRATION RIGHTS AGREEMENT IS REPLACED IN ITS ENTIRETY WITH THE
FOLLOWING:
"THE COMPANY SHALL NOT BE OBLIGATED TO EFFECT REGISTRATION OF REGISTERABLE
STOCK PURSUANT TO THIS SECTION 2 ON MORE THAN ONE OCCASION WHICH OBLIGATION
SHALL BE SATISFIED UPON REGISTRATION OF THE REGISTERABLE STOCK AS REQUESTED BY
NOTICE FROM THE SECURITYHOLDERS DATED SEPTEMBER 20, 1996."
2. THE NEXT TO LAST PARAGRAPH OF SECTION 4 (REGISTRATION PROCEDURES) OF THE
REGISTRATION RIGHTS AGREEMENT IS REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:
"FOR PURPOSES OF SECTION 4(A) AND (B) ABOVE, THE PERIOD OF DISTRIBUTION OF
REGISTERABLE STOCK IN A FIRM COMMITMENT UNDERWRITTEN PUBLIC OFFERING SHALL BE
DEEMED TO EXTEND UNTIL EACH UNDERWRITER HAS COMPLETED THE DISTRIBUTION OF ALL
SECURITIES PURCHASED BY IT, AND THE PERIOD OF DISTRIBUTION OF REGISTERABLE STOCK
IN ANY OTHER REGISTRATION SHALL BE DEEMED TO EXTEND UNTIL THE EARLIER TO OCCUR
OF THE SALE OF ALL REGISTERABLE STOCK COVERED THEREBY OR TWO YEARS AFTER THE
EFFECTIVE DATE."
ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE
MEANING SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT. THIS AMENDMENT MAY BE
EXECUTED IN COUNTERPARTS BY FACSIMILE SIGNATURE WHICH COUNTERPARTS WHEN TAKEN
TOGETHER SHALL CONSTITUTE A BINDING AGREEMENT.
SECURITYHOLDERS: THE BISYS GROUP, INC.
/s/ XXXXXXX X. XXXXX BY: /s/ XXXXXX X. XXXXXXXX
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XXXXXXX X. XXXXX XXXXXX X. XXXXXXXX
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
/s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
/s/ XXXX X. XXXXX
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XXXX X. XXXXX
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
/s/ XXXXX XXXXXX
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XXXXX XXXXXX
PAGE 2.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
WAIVER OF CERTAIN LOCK-UP LIMITATIONS
OCTOBER 15, 1996
BISYS HEREBY WAIVES CERTAIN LIMITATIONS OF SECTION 7.11 (TRANSFER
RESTRICTIONS AFTER THE EFFECTIVE TIME) (A) (LOCK-UP) OF THE MERGER AGREEMENT TO
EXPRESSLY PERMIT, AFTER SEPTEMBER 30, 1996, THE TRANSFER OF THE SHARES OF BISYS
COMMON STOCK RECEIVED BY THE SECURITYHOLDERS IN CONNECTION WITH THE MERGER (I)
TO A TRUST AS CONTEMPLATED BY SECTION 10 (MISCELLANEOUS) (B) OF THE REGISTRATION
RIGHTS AGREEMENT AND/OR (II) TO EFFECT A "COLLAR" TRANSACTION FOR PURPOSES OF
MITIGATING RISK AND PRESERVING A "CONTINUITY OF INTEREST"; PROVIDED THAT ANY
SHARES SUBJECT TO SUCH "COLLAR" TRANSACTION SHALL NOT BE CONSIDERED
REGISTERABLE STOCK FOR PURPOSES OF THE REGISTRATION RIGHTS AGREEMENT.
THE BISYS GROUP, INC.
BY: /s/ XXXXXX X. XXXXXXXX
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XXXXXX X. XXXXXXXX
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
