May 1, 2007Merger Agreement • May 3rd, 2007 • Bisys Group Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
Reference is made to (i) the Agreement and Plan of Merger (as the same may be amended, the “Merger Agreement”), dated as of the date hereof, by and among Citibank N.A. (“Parent”), Buckeye Acquisition Sub, Inc. (“Acquisition Sub”) and The BISYS Group, Inc. (the “Company”), and (ii) the Transaction Agreement (as the same may be amended, the “Subsequent Transaction Agreement”), dated as of the date hereof, by and between Acquisition Sub and BIR JCF, LLC (“Purchaser”). All capitalized terms used herein without definition shall have the definitions given in the Merger Agreement.
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • May 3rd, 2007 • Bisys Group Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
AMENDMENT NO. 2 (the “Amendment”), dated as of May 1, 2007, to the Rights Agreement, dated as of May 8, 1997, between The BISYS Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (as successor in interest to Wachovia Bank, NA, the “Rights Agent”), as amended by Amendment No. 1, dated as of June 14, 2002 (together, the “Rights Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning given in the Rights Agreement.
