EXHIBIT 4.1
SUBSTITUTION OF SUCCESSOR RIGHTS AGENT
AND AMENDMENT NO. 3 TO RIGHTS AGREEMENT
WHEREAS, as of December 16, 1997, CheckFree Corporation, a Delaware
corporation (the "Corporation"), and The Fifth Third Bank ("Fifth Third"),
entered into a Rights Agreement (the "Rights Agreement"); and
WHEREAS, pursuant to Section 21 of the Rights Agreement, the Corporation
terminated Fifth Third as Rights Agent under the Rights Agreement effective as
of January 28, 2002; and
WHEREAS, the Corporation has appointed Xxxxx Fargo Bank Minnesota, National
Association, a national banking association with its principal place of business
at Minneapolis, Minnesota ("Xxxxx Fargo"), as successor Rights Agent under the
Rights Agreement, and Xxxxx Fargo has agreed to accept such appointment, as of
January 28, 2002;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. SUCCESSOR RIGHTS AGENT. Effective as of January 28, 2002, Xxxxx Fargo
shall serve as Rights Agent under the Rights Agreement, as successor to Fifth
Third, and from and after that date shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent as of December 16, 1997, without further act or deed. Notices to Xxxxx
Fargo with respect to its responsibilities under the Rights Agreement shall be
mailed to:
Xxxxx Fargo Bank Minnesota, National Association
Attn: Transfer Agent Responsible for CheckFree Corporation
000 Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xx. Xxxx, XX 00000
2. Xxxxx Fargo and the Corporation hereby agree that from and after January
28, 2002, Section 3(e) of the Rights Agreement shall be amended to read in its
entirety as follows:
"(e) Certificates for Common Shares issued at any time after the
Record Date and prior to the earliest of the Distribution Date, the
Redemption Date or the Expiration Date, shall have impressed on,
printed on, written on or otherwise affixed to them the following
legend:
This certificate also represents Rights that entitle the holder
hereof to certain rights as set forth in a Rights Agreement by and
between the Corporation and Xxxxx Fargo, as Rights Agent (the "Rights
Agreement"), the terms and conditions of which are hereby incorporated
herein by reference and a copy of which is on file at the principal
executive offices of the Corporation.
Under certain circumstances specified in the Rights Agreement,
such Rights will be represented by separate certificates and will no
longer be represented by this certificate. Under certain circumstances
specified in the Rights Agreement, Rights beneficially owned by
certain persons may become null and void. The Corporation will mail to
the record holder of this certificate a copy of the Rights Agreement
without charge promptly following receipt of a written request
therefor."
3. Xxxxx Fargo and the Corporation hereby agree that from and after January
28, 2002, Section 3(f) of the Rights Agreement shall be amended to read its
entirety as follows:
"(f) Certificates for Common Shares issued at any time on or
after the Distribution Date and prior to the earlier of the Redemption
Date or the Expiration Date shall have impressed on, printed on,
written on or otherwise affixed to them the following legend:
This certificate does not represent any Right issued
pursuant to the terms of a Rights Agreement by and between the
Corporation and Xxxxx Fargo, as Rights Agent."
IN WITNESS WHEREOF, Xxxxx Fargo and the Corporation have executed this
agreement as of the 25th day of January, 2002.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx, Officer
CHECKFREE CORPORATION
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Executive Vice President and
Chief Financial Officer
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