Exhibit 4.4
SECOND AMENDMENT
TO THE RIGHTS AGREEMENT
DATED AS OF JULY 9, 1999
BETWEEN NOVA CORPORATION AND
FIRST UNION NATIONAL BANK, RIGHTS AGENT
THIS SECOND AMENDMENT (the "Second Amendment") to the Rights Agreement
dated as of July 9, 1999 between NOVA Corporation and First Union National Bank,
as Rights Agent, as amended by that First Amendment dated August 3, 2000 (the
"Rights Agreement") is made to be effective on the 10th day of November, 2000 by
NOVA Corporation (the "Company").
W I T N E S S E T H
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WHEREAS the Company has established the Rights Agreement;
WHEREAS, Section 27 of the Rights Agreement permits the Company to
supplement or amend any provision of the Rights Agreement, subject to certain
conditions, without the approval of the holders of the Rights, in any manner
which the Company may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Rights Certificates;
WHEREAS, the Company deems it necessary and desirable to amend the Rights
Agreement in order to revise the provision addressing a change of Rights Agent;
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1.
Section 21 shall be amended by deleting in the fifth sentence "$50,000,000"
and inserting in lieu thereof "$10,000,000."
IN WITNESS WHEREOF, the Company has caused this Second Amendment to the Rights
Agreement to be duly executed as of the date and year first above written.
Attest: NOVA CORPORATION
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxxx
Vice President and Executive Vice President
Assistant Secretary and Chief Financial Officer
