Exhibit 4.2
AMENDMENT TO RIGHTS AGREEMENT
1. General Background. In accordance with Section 27 of the Rights
Agreement between Fleet National Bank, N.A. (f/k/a BankBoston, N.A.)"
(the "Rights Agent") and Applera Corporation ("Applera") dated April
28, 1999 (the "Agreement"), the Rights Agent and Applera Corporation,
desire to amend the Agreement to appoint EquiServe Trust Company, N.A.
2. Effectiveness. This Amendment shall be effective as of April 17, 2002
(the "Amendment") and all defined terms and definitions in the
Agreement shall be the same in the Amendment except as specifically
revised by the Amendment.
3. Revision. The section in the Agreement entitled "Change of Rights
Agent" is hereby deleted in its entirety and replaced with the
following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon
30 days' notice in writing mailed to the Company and to each transfer
agent of the Common Stock or Preferred Stock by registered or certified
mail and, following the Distribution Date, to the holders of the Right
Certificates by first-class mail. The Company may remove the Rights
Agent or any successor Rights Agent upon 30 days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Common Stock or Preferred Stock
by registered or certified mail, and, following the Distribution Date,
to the holders of the Right Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the
Rights Agent. If the Company shall fail to make such appointment within
a period of 30 days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit such holder's Right
Certificate for inspection by the Company), then the registered holder
of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation or trust company organized and doing business
under the laws of the United States or any state thereof, in good
standing, which is authorized under such laws to exercise corporate
trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has individually or
combined with an affiliate at the time of its appointment as Rights
Agent a combined capital and surplus of at least $100 million dollars.
After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute
and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock or
Preferred Stock, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided
for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the
case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 17th day of April, 2002.
Applera Corporation Bank Boston, N.A.
/s/ Thomas P. Livingston /s/ Tyler Haynes
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By: Thomas P. Livingston By: Tyler Haynes
Title: Secretary Title: Managing Director
EquiServe Trust Company, N.A.
/s/ Tyler Haynes
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By: Tyler Haynes
Title: Managing Director