AMENDMENT NO. 4 TO RIGHTS AGREEMENT
Exhibit 4.1
AMENDMENT NO. 4 TO
THIS AMENDMENT NO. 4 (the “Amendment”), dated as of January 31, 2006, is between CHOICEPOINT
INC., a Georgia corporation (the “Company”), and SUNTRUST BANK, a Georgia banking corporation, as
Rights Agent (the “Rights Agent”).
RECITALS
A. The Company and the Rights Agent are parties to a Rights Agreement, dated as of
October 29, 1997, as amended by (1) Amendment No. 1 to the Rights Agreement, dated as of June 21,
1999, by and between the Company and the Rights Agent, (2) Amendment No. 2 to the Rights Agreement,
dated as of February 14, 2000, by and between the Company and the Rights Agent and (3) Amendment
No. 3 to the Rights Agreement, dated as of July 30, 2002, by and between the Company and the Rights
Agent (as so amended, the “Rights Agreement”). Capitalized terms not defined herein have the
meanings given them in the Rights Agreement.
B. Pursuant to a resolution duly adopted on January 31, 2006, the Board of Directors of
the Company has adopted and authorized the amendment of the Rights Agreement to provide, among
other things, for the expiration on January 31, 2006 of the Rights issued under the Rights
Agreement.
C. Pursuant to Section 26 of the Rights Agreement, the Board of Directors of the Company
has determined that an amendment to the Rights Agreement as set forth herein is necessary and
desirable to reflect the foregoing, and the Company and the Rights Agent desire to evidence such
amendment in writing.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment of Subparagraph (k) of Section 1 of the Rights Agreement. Subparagraph (k)
of Section 1 of the Rights Agreement is amended by deleting Subparagraph (k) of Section 1 of the
Rights Agreement in its entirety, as it currently reads, and by substituting in its place a new
Subparagraph (k) of Section 1 of the Rights Agreement, as follows:
“’Final Expiration Date’ shall mean January 31, 2006.”
2. Amendment of Exhibits. The Exhibits to the Rights Agreement shall be restated to
reflect this Amendment, including all necessary and conforming changes.
3. Certification. The undersigned officer of the Company certifies by execution hereof
that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement.
4. Ratification of Rights Agreement. Each of the parties hereto agrees that all
covenants, terms, and provisions of the Rights Agreement not modified or amended by this Amendment
are hereby ratified and confirmed.
5. Effectiveness. This Amendment shall be deemed effective as of January 31, 2006.
Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
6. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of
the State of Georgia 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.
This Amendment may be executed in any number of counterparts, 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. If any term, provision, covenant, or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable,
the remainder of the terms, provisions, covenants, and restrictions of this Amendment shall remain
in full force and effect and shall in no way be affected, impaired, or invalidated.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 to the Rights Agreement
effective as of the day and year first above written.
Attest:
|
CHOICEPOINT INC., | |||||
| a Georgia corporation | ||||||
/s/ Xxxx X. Xxxxx
|
/s/ Xxxxx X. Xxxxx | |||||
Name: Xxxx X. Xxxxx
|
Name: Xxxxx X. Xxxxx | |||||
Title: Assistant Secretary
|
Title: Corporate Secretary and Vice President | |||||
Attest:
|
SUNTRUST BANK, | |||||
| as Rights Agent | ||||||
/s/ Xxx Xxxxxxx
|
/s/ Xxxxxxx X. Xxxxxxx | |||||
Name: Xxx Xxxxxxx
|
Name: Xxxxxxx X. Xxxxxxx | |||||
Title: Vice President
|
Title: Vice President |
