EXHIBIT 4
FIRST AMENDMENT
TO THE
RIGHTS AGREEMENT
BETWEEN
FIRST HEALTH GROUP CORP.,
ILLINOIS STOCK TRANSFER COMPANY
AND
LA SALLE NATIONAL BANK
THIS FIRST AMENDMENT TO THE RIGHTS AGREEMENT is made and entered into
as of this 29th day of December, 1999, between First Health Group
Corp., a Delaware corporation (the "Company"), Illinois Stock Transfer
Company, an Illinois corporation, and LaSalle Bank National
Association, formerly known as LaSalle National Bank, an Illinois
banking institution, serving collectively as the Rights Agent (the
"Rights Agent").
WHEREAS, Company and Rights Agent previously entered into that certain
Rights Agreement dated March 19, 1999 (the "Agreement");
WHEREAS, LaSalle National Bank changed its name to LaSalle Bank
National Association; and
WHEREAS, Company and Rights Agent desire to amend the Agreement under
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in the Agreement, the parties agree as
follows:
1. All references to LaSalle National Bank in the Agreement are
hereby deleted and replaced with LaSalle Bank National
Association.
2. The first sentence of Section 27.1 of the Agreement is deleted in
its entirety, and the following inserted in lieu thereof:
The Board of Directors of the Company may, at its option, at
any time after the occurrence of a Trigger Event, exchange
Common Shares for all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have
become void pursuant to the provisions of Section 11.1.2) by
exchanging at an exchange ratio of that number of Common
Shares having an aggregate value equal to the Spread (with
such value being based on the current per share market price
(as determined pursuant to Section 11.4) on the date of the
occurrence of a Trigger Event) per Right appropriately
adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such
amount per Right being hereinafter referred to as the
"Exchange Consideration").
3. The parties ratify and affirm the Agreement and agree that it is
valid as amended herein. The terms of this Amendment will
prevail in the event of any conflict with the terms set forth in
the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, as of the day and year first above written.
First Health Group Corp.
By: \s\ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President, Finance, Chief
Financial Officer and Treasurer
Illinois Stock Transfer Company
By: \s\ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: President & CEO
LaSalle Bank National Association
By: \s\ Xxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxx
Title: First Vice President
