EX-4.01 AMENDMENT TO RIGHTS AGREEMENT



 



EXHIBIT 4.01


AMENDMENT TO RIGHTS AGREEMENT


     THIS AMENDMENT (this “Amendment”) is made and dated as of April 10, 2003,
by and between Quintiles Transnational Corp., a North Carolina corporation (the
“Company”), and Wachovia Bank, N.A., a national banking association (successor
by merger to First Union National Bank), as Rights Agent (the “Rights Agent”).


RECITALS


     A.     The Company and the Rights Agent are parties to an Amended and Restated
Rights Agreement dated as of November 5, 1999 and amended and restated as of
May 4, 2000 (the “Rights Agreement”);


     B.     The Company, Pharma Services Holding, Inc., and Pharma Services
Acquisition Corp. are entering into an Agreement and Plan of Merger dated as of
the date hereof (the “Merger Agreement”) which provides for the consummation of
the “Merger” as defined in the Merger Agreement; and


     C.     The Board of Directors of the Company has determined that an amendment
to the Rights Agreement as set forth herein is desirable, and the Company and
the Rights Agent desire to evidence such amendment in writing; and such
amendment is in accordance with Section 27 of the Rights Agreement.



		
	 	     Accordingly, the parties hereto agree that:



     1.     Amendment. Section 1(a) of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of Section 1(a):


     “Notwithstanding anything to the contrary in this Agreement, including
without limitation Sections 1(a), 1(l), 1(ee), 1(jj), 3, 7, 11(a)(ii) and
13(a), (i) neither Pharma Services Holding, Inc., Pharma Services Acquisition
Corp., nor any of their Affiliates, shall be deemed to be an Acquiring Person,
(ii) no Stock Acquisition Date, no Distribution Date and no Triggering Event
shall be deemed to occur, (iii) the Rights will not separate from the Common
Stock, and (iv) the Rights shall not become exercisable, in each case as a
result of the execution, delivery or performance of the Merger Agreement (as
defined below), the public announcement thereof, or the consummation of the
Merger (as defined in such Merger Agreement). For purposes of this Section
1(a), “Merger Agreement” shall mean the Agreement and Plan of Merger dated as
of April 10, 2003 between the Company, Pharma Services Holding, Inc., and
Pharma Services Acquisition Corp.


     2.     Certification. This Section 2 shall constitute an officer’s
certificate for purposes of Section 27 of the Rights Agreement, and the Company
and the officer of the Company signing this Amendment below, on behalf of the
Company, (i) hereby certify that to the best of their knowledge this Amendment
is in compliance with the terms of Section 27 of the Rights Agreement and (ii)
request and direct that the Rights Agent execute and deliver this Amendment, in
accordance with Section 27.


 






 


     3.     Miscellaneous. Except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected by this
Amendment. This Amendment shall be deemed to be a contract made under the laws
of the State of North Carolina 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 and without regard to
conflicts of laws principles. 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.


[Signature appears on next page.]


 






 





[Signature page to Amendment to Rights Agreement.]


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



	 	 	 	 	 
	 	 	QUINTILES TRANSNATIONAL CORP
	 	 	 	 	 
	 	 	
By:
	 	/s/ Pamela J. Kirby
	 	 	 	 	

	 	 	 	 	Name: Pamela J. Kirby
	 	 	 	 	Title: Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	WACHOVIA BANK, N.A.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Joan K. Kaprinski
	 	 	 	 	

	 	 	 	 	Name: Joan K. Kaprinski
	 	 	 	 	Title: Assistant Vice President