Agreement of Substitution and Amendment of Preferred Shares Rights Agreement between Sybase, Inc. and American Stock Transfer & Trust Company

Summary

Sybase, Inc. and American Stock Transfer & Trust Company (AST) have entered into an agreement effective January 29, 2001, to amend the existing Preferred Shares Rights Agreement. This amendment removes the previous rights agent, The First National Bank of Boston, and appoints AST as the new rights agent. The agreement also lowers the required capital and surplus for a successor rights agent from $50 million to $10 million and updates the addresses for official notices. All other terms of the original Rights Agreement remain unchanged.

EX-4.3 2 f72597ex4-3.txt AGREEMENT OF SUBSTITUTION AND AMENDMENT 1 EXHIBIT 4.3 AGREEMENT OF SUBSTITUTION AND AMENDMENT OF PREFERRED SHARES RIGHTS AGREEMENT This Agreement of Substitution and Amendment is entered into as of January 29, 2001, by and between SYBASE, INC., a Delaware corporation (the "Company") and AMERICAN STOCK TRANSFER AND TRUST COMPANY, a New York banking corporation ("AST"). RECITALS A. On or about March 24, 1992, the Company entered into a Preferred Shares Rights Agreement (the "Rights Agreement") with The First National Bank of Boston (the "Predecessor Agent") as rights agent. B. The Company wishes to remove the Predecessor Agent and substitute AST as rights agent pursuant to Section 21 of the Rights Agreement. C. The Company has given the Predecessor Agent notice of removal of the Predecessor Agent as rights agent. AGREEMENT NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Section 21 of the Rights Agreement is hereby amended to provide that any successor rights agent shall, at the time of its appointment as rights agent, have a combined capital and surplus of at least $10 million, rather than $50 million. 2. The Company hereby appoints AST as rights agent pursuant to Section 21 of the Rights Agreement, to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. 3. AST hereby accepts the appointment as rights agent pursuant to Section 21 of the Rights Agreement and agrees to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. 4. From and after the effective date hereof, each and every reference in the Rights Agreement to a "Rights Agent" shall be deemed to be a reference to AST. 5. Section 25 of the Rights Agreement is amended to provide that notices or demands shall be addressed as follows (until another address is filed): If to the Company: Sybase, Inc. 6475 Christie Avenue Emeryville, CA 94608 Attention: President 1 2 with a copy to: Sybase, Inc. 6475 Christie Avenue Emeryville, CA 94608 Attention: General Counsel If to AST: American Stock Transfer & Trust Company 40 Wall Street New York, NY 10005 Attention: Shareholder Services Division 6. Except as expressly modified herein, the Rights Agreement shall remain in full force and effect. 7. This Agreement of Substitution and Amendment may be executed in one or more counterparts, each of which shall together constitute one and the same document. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the dated indicated above. SYBASE, INC. By: /s/ DANIEL R. CARL Daniel R. Carl Vice President, Secretary and General Counsel AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ HERBERT J. LEMMER Name: Herbert J. Lemmer Title: Vice President 2