INFOGROUP INC. AMENDMENT NO. 1 TO PREFERRED STOCK RIGHTS AGREEMENT
Exhibit 4.1
AMENDMENT NO. 1 TO
This
Amendment No. 1 (this “ Amendment”), dated as of June 29, 2010, is made
by and between InfoGroup Inc., a Delaware corporation (the “ Company”), and Xxxxx
Fargo Bank, N.A., (the “ Rights Agent”) to amend the Preferred Stock Rights Agreement, dated
as of May 4, 2009, by and between the Company and the Rights Agent (the “ Rights
Agreement”). Capitalized terms used in this Amendment but not defined herein shall have the
meaning assigned to them in the Rights Agreement.
Recitals
Whereas, Section 27 of the Rights Agreement provides that, in certain circumstances,
the Company may supplement or amend the Rights Agreement without the approval of any holders of
Rights;
Whereas, the Company desires to modify the terms of the Rights Agreement in certain
respects as set forth herein, and in connection therewith, is entering into this Amendment and
directing the Rights Agent to enter into this Amendment.
Now, Therefore, in consideration of the foregoing premises and the mutual covenants
and conditions set forth below, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties to this Amendment hereby agree as follows:
Amendment
| 1. | Amendment of the Rights Agreement. |
1.1 Section 1 is amended by inserting the following subsections at the end of
Section 1:
“(ss) “Effective Time” shall have the meaning set forth in the Merger
Agreement.”
“(tt) “Merger” shall have the meaning set forth in the Merger Agreement.”
“(uu) “Merger Agreement” shall mean the Agreement and Plan of Merger, dated
as of March 8, 2010 by and among the Company, Omaha Holdco Inc., a Delaware
corporation, and Omaha Acquisition Inc., a Delaware corporation, as it may
be amended or supplemented from time to time.”
1.2 A new Section 35 is hereby added to read in its entirety as follows:
“Section 35. Termination. Immediately prior to the Effective Time,
but only if the Effective Time shall occur, (a) this Agreement shall
terminate and be without any further force or effect, (b) none of the
parties to this Agreement will have any rights, obligations or liabilities
hereunder and (c) the Rights shall be cancelled and extinguished and no
Person who at any time was the holder of any of the Rights shall be entitled
to any benefits, rights or other interests under this Agreement, including
without limitation, the right to purchase or otherwise acquire Preferred
Shares or any other securities of the Company or of any other Person or
Principal Party. Notwithstanding the foregoing, Section 18 and Section 20
shall survive the termination of this Agreement.”
2. No Other Amendment. Except as modified by this Amendment, the Rights Agreement shall
remain in full force and effect without any modification. By executing this Amendment below, the
Company certifies that this Amendment has been executed and delivered in compliance with the terms
of Section 27 of the Rights Agreement and is consistent with the terms thereof. This Amendment
shall be deemed an amendment to the Rights Agreement and shall become effective when executed and
delivered by the Company and the Rights Agent as provided under Section 27 of the Rights Agreement.
Notwithstanding the terms of Section 30 of the Rights Agreement, Omaha Holdco Inc. and Omaha
Acquisition Inc. shall be express third party beneficiaries hereof.
3. Effect of Amendment. This Amendment shall be effective as of the date first written
above; provided, however, that this Amendment shall automatically terminate and be
of no further force or effect on the date on which the Merger Agreement is terminated prior to the
Effective Time in accordance with its terms. In the event of a conflict or inconsistency between
this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment
shall govern.
4. Counterparts. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.
5. 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.
If any term or other provision of the Amendment is determined to be invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other terms and provisions of this
Amendment shall nonetheless remain
in full force and effect and upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, this Amendment and such term or other provision shall be
deemed to have been amended so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the board of directors of the Company.
The parties hereto have caused this Amendment to be executed and delivered as of the day and
year first written above.
| XXXXX FARGO BANK, N.A. | INFOGROUP INC. | |||||||||||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxx X. XxXxxxxx | |||||||||||
| Name: | Xxxxxxxxx X. Xxxxxxx | Name: | Xxxxxx X. XxXxxxxx | |||||||||||
| Title: | Asst. Vice President | Title: | Secretary and Executive Vice | |||||||||||
| President for Business | ||||||||||||||
| Conduct and General | ||||||||||||||
| Counsel | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO.1 TO RIGHTS AGREEMENT]
