Exhibit 1
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
Amendment No. 1 to Rights Agreement, dated as of April 12, 2004
(the "Amendment"), between Group 1 Software, Inc., a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Co. (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of August 12, 1999 (the "Rights Agreement");
WHEREAS, the Company desires to enter into an agreement providing
for the merger of the Company with a wholly-owned subsidiary of Pitney Xxxxx,
Inc.;
WHEREAS, there is not as of the date hereof any Acquiring Person (as
defined in the Rights Agreement);
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 5.4 thereof; and
WHEREAS, the effectiveness of this Amendment is conditioned upon
approval of the terms set forth herein by the Company's Board of Directors.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
Section 1. Amendment to Definitions. Section 1.1 of the Rights
Agreement is amended to add the following paragraph as the last paragraph
thereof:
"Notwithstanding the foregoing, neither Pitney Xxxxx Inc. ("Pitney Xxxxx")
nor any of its Affiliates or Associates shall become an Acquiring Person,
nor shall any Flip-In Date or Stock Acquisition Date occur or be deemed to
occur, nor shall any holder of Rights be entitled to any rights or
benefits pursuant to any provision of this Agreement, in each case as a
result of the execution of the Agreement and Plan of Merger, dated as of
April 12, 2004, among the Company, Merger Sub (as defined in the Merger
Agreement) and Pitney Xxxxx (as the same may be amended from time to time,
the "Merger Agreement") or consummation of the transactions contemplated
thereby pursuant to the terms of the Merger Agreement."
Section 2. Rights Agreement as Amended. The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
Section 3. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all purposes be
deemed an original, but all such counterparts shall together constitute but one
and the same instrument.
Section 4. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made to be performed entirely within such State.
Section 5. Descriptive Headings. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
GROUP 1 SOFTWARE, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Secretary
AMERICAN STOCK TRANSFER & TRUST CO.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
