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EXHIBIT 4.1
AMENDMENT TO
SHAREHOLDER RIGHTS AGREEMENT
Amendment, dated as of July 28, 1998 to the Shareholder Rights
Agreement, dated as of Shareholder Rights Agreement (the "Rights Agreement")
between CompDent Corporation, a Delaware corporation (the "Company") and State
Street Bank and Trust Company a Massachusetts trust company (the "Rights
Agent").
W I T N E S S E T H
WHEREAS, in accordance with the terms of the Rights Agreement, the
Company deems it desirable to make certain amendments to the Rights Agreement;
and
WHEREAS, Section 27 of the Rights Agreement provides that prior to the
Distribution Date (as defined therein), the Company and the Rights Agent shall,
if the Company so directs, amend or supplement any provision of the Rights
Agreement as the Company may deem necessary or desirable without the approval
of holders of the Company's common stock, par value $.01 per share (the "Common
Stock");
WHEREAS, the Company intends to enter into an Agreement and Plan of
Merger (the "Merger Agreement") with TAGT Acquisition, Inc., a Delaware
corporation ("Newco"), pursuant to which NEWCO will be merged with and into the
Company upon the terms and subject to the conditions set forth in the Merger
Agreement, as defined below (the "Merger"), and each issued and outstanding
share of Common Stock, by virtue of the Merger, shall be cancelled and
converted soleley into the right to receive $18 in cash;
WHEREAS, prior to entering into the Merger Agreement, the Company
desires to amend certain provisions of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree that the Rights Agreement
is hereby amended as follows:
1. Section 1(a) of the Rights Agreement is amended by adding at the end
of Section 1(a) a new paragraph which provides as follows:
Notwithstanding anything in this Agreement to the contrary, neither
Newco nor any of its Affiliates or Associates shall be deemed to be an
Acquiring Person or an Adverse Person and no Stock Acquisition Date,
Distribution Date, Section 11(a)(ii) Event or Section 13 Event shall occur, as
a result of (i) the execution an delivery of the Agreement and Plan of Merger,
dated as of July 28, 1998, by and among Newco, the Company and the Guarantors
described therein (the "Merger
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Agreement"); (ii) any action taken by Newco, or any of its Affiliates;
Associates or shareholders in accordance with the provisions of the Merger
Agreement; or (iii) the consummation of the Merger (as such term is defined in
the Merger Agreement) in accordance with the provisions of the Merger
Agreement. Notwithstanding the foregoing, upon the termination of the Merger
Agreement in accordance with its terms, this paragraph shall become null and
void and of no further force or effects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written. This Amendment may
be executed in one or more counterparts all of which shall be considered one
and the same amendment and eachof which shall be deemed to be an original.
ATTEST: COMPDENT CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxx
Title: Chairman & CEO
ATTEST: STATE STREET BANK AND TRUST
COMPANY, as Rights Agent
By:/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President
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