Second Amendment to Rights Agreement between Elite Information Group, Inc. and Equiserve Trust Company, N.A.

Summary

This amendment, dated August 11, 2000, is between Elite Information Group, Inc. and Equiserve Trust Company, N.A. It reverses changes previously made to their Rights Agreement as a result of a now-terminated merger agreement, restoring the Rights Agreement to its original form. The amendment specifies changes to several sections and deletes certain provisions. All other terms of the Rights Agreement remain in effect. The amendment is governed by Delaware law and is effective as of the date signed by both parties.

EX-4.6 2 v71074ex4-6.txt EXHIBIT 4.6 1 EXHIBIT 4.6 SECOND AMENDMENT TO RIGHTS AGREEMENT This SECOND AMENDMENT TO RIGHTS AGREEMENT, dated August 11, 2000 (the "Amendment") to the Rights Agreement dated as of April 14, 1999 (the "Rights Agreement") is between Elite Information Group, Inc. f/k/a Broadway & Seymour, Inc. (the "Company") and Equiserve Trust Company, N.A., a national banking association (the "Rights Agent"). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Rights Agreement. WHEREAS, pursuant to the First Amendment to Rights Agreement dated December 14, 1999 between the Company and the Rights Agent (the "First Amendment"), the Rights Agreement was amended as required under that certain Agreement and Plan of Merger, dated as of December 14, 1999 by and between Company, Solution 6 Holdings, Limited, a New South Wales, Australia corporation, and EIG Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Solution 6 Holdings, Limited (the "Merger Agreement"); and WHEREAS, the Company has terminated the Merger Agreement; and WHEREAS, it is the intention of the Company that this Amendment erase the changes to the Rights Agreement made pursuant to the First Amendment and restore the Rights Agreement to its original form; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below: NOW, THEREFORE, the parties hereto agree as follows: 1. Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: a. Amendment of Section 1. Section 1(j) of the Rights Agreement is amended (1) by inserting the word "or" immediately preceding clause (iv) thereof, and (2) by deleting the phrase "or (v) any Parent Party" immediately following clause (iv) thereof. Section 1 of the Rights Agreement is further amended by deleting subsections (z), (aa) and (bb) in their entirety b. Amendment of Section 3. Section 3 of the Rights Agreement is hereby amended by deleting the following phrase from the beginning of such section: "Except as provided in Section 35,". c. Amendment of Section 7. Section 7 of the Rights Agreement is hereby amended by deleting the following phrase from the beginning of such Section: "Except as provided in Section 35,". In addition, paragraph (a) of Section 7 of the Rights Agreement is amended (1) by inserting the word "or" immediately preceding clause (iii) thereof, (2) by deleting the following phrase immediately following clause (iii) thereof: "or (iv) immediately prior to the purchase of shares of Common Stock pursuant to the Offer (as defined in the Merger Agreement)" and (3) by inserting the word "and" between clauses (ii) and (iii) 2 thereof and deleting the words "and (iv)" in the last parenthetical at the end of the sentence in Section 7(a). d. Amendment of Section 11. Section 11 of the Rights Agreement is hereby amended by deleting the following phrase from the beginning of such section: "Except as provided in Section 35,". e. Amendment of Section 13. Section 13 of the Rights Agreement is hereby amended by deleting the following phrase from the beginning of such section: "Except as provided in Section 35,". f. Deletion of Section 35. The Rights Agreement is amended by deleting Section 35 thereof in its entirety. 2. Effect of Amendment. This Amendment shall be deemed effective as of August 11, 2000 as if executed by both parties hereto on such date. As amended hereby, the Rights Agreement shall remain in full force and effect. 3. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant, or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. (signatures on following page) 3 IN WITNESS WHEREOF, the parties have executed this SECOND AMENDMENT TO RIGHTS AGREEMENT as of August 11, 2000. ELITE INFORMATION GROUP, INC. /s/ Christopher K. Poole --------------------------------------- Christopher K. Poole, Chief Executive Officer EQUISERVE TRUST COMPANY /s/ Charles Rossi ---------------------------------- Name: Charles Rossi ------------- Title: President ---------