Exhibit 4.2


 


[EXECUTION
COPY]


 


AMENDMENT TO RIGHTS AGREEMENT


 


This
AMENDMENT, dated as of March 7, 2006 (this “Amendment”) to the Rights
Agreement, dated as of June 24, 2005 (the “Rights Agreement”),
by and between SOURCECORP, Incorporated, a Delaware corporation (the “Company”)
and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the Rights Agreement.


 


WHEREAS,
the Company and the Rights Agent have heretofore executed and entered into the
Rights Agreement;


 


WHEREAS,
the Company proposes to enter into the Agreement and Plan of Merger, dated as
of the date hereof (the “Merger Agreement”), among CorpSource Holdings,
LLC (“Purchaser”), CorpSource MergerSub, Inc. (“Merger Sub”) and
the Company;


 


WHEREAS,
the board of directors of the Company has determined that the Merger Agreement
and the terms and conditions set forth therein and the transactions
contemplated thereby are fair to and in the best interests of the Company and
the stockholders of the Company; and


 


WHEREAS,
Section 27 of the Rights Agreement permits the Company, in its sole and
absolute discretion, to amend the Rights Agreement in the manner provided therein
at any time prior to the Distribution Date, and there has not been a
Distribution Date.


 


NOW,
THEREFORE, the Rights Agreement is hereby amended as follows:


 


Section 1. The definition of “Acquiring Person” set
forth in Section 1(a) of the Rights Agreement is hereby amended to add the
following before the last sentence of Section 1(a):


 


“Notwithstanding anything to the contrary in this Agreement, none of
CorpSource Holdings, LLC (‘Purchaser’), CorpSource
MergerSub, Inc. (‘Merger
Sub’), or any of their Affiliates, Jana Piranha Master Fund Ltd.
(“Jana”), or any director, employee, or officer of the Company or any of its
Subsidiaries, shall be deemed to be an Acquiring Person as a result of (i) the
approval, execution, delivery or performance of the Agreement and Plan of
Merger dated as of March 7, 2006 (as amended, modified or supplemented from
time to time, the ‘Merger Agreement’), among the Company, Parent and Merger
Sub, (ii) the merger of the Merger Sub with and into the Company, (iii) the
consummation of any other transaction contemplated by the Merger Agreement (including,
without limitation, the execution, delivery or performance of their respective
obligations under the Support Agreement to be entered into between the
Purchaser and Jana) or (iv) at all times prior to the termination of the Merger
Agreement, any investment or commitment to invest in securities of Purchaser (each
of (i) – (iv) being a “Permitted Event” and collectively referred to herein as
the ‘Permitted Events’).”


 


Section 2.    The Rights Agreement is
hereby amended and supplemented by adding the following sentence to the end of
Section 1(l) of the Rights Agreement:  “Notwithstanding



 

















 


anything in this Rights Agreement to the contrary, a Share Acquisition
Date shall not occur or be deemed to occur as a result of any Permitted Event.”


 


Section 3.     The Rights Agreement
is hereby amended and supplemented by adding the following sentence to the end
of Section 1(n) of the Rights Agreement: 
“Notwithstanding anything in this Rights Agreement to the contrary, a
Triggering Event shall not occur or be deemed to occur as a result of any
Permitted Event.”


 


Section 4.  The Rights Agreement is hereby
amended and supplemented by adding the following sentence to the end of Section
3(a) of the Rights Agreement:  “Notwithstanding
anything to the contrary in this Agreement, a Distribution Date shall not occur
or be deemed to occur as a result of any Permitted Event.”


 


Section 5.  The Rights Agreement is hereby
further amended by deleting and replacing clause (i) of Section 7(a) of the
Rights Agreement in its entirety with the following:


 


“(i) (A) June 24, 2015 or (B) the moment in time immediately prior to
the Effective Time (as such term is defined in the Merger Agreement) (the
earliest to occur of the events described in clauses (A) or (B) of this Section
7(a) shall be referred to as the ‘Final Expiration Date’)”


 


Section 6. This Section 6 shall constitute a
certificate from an appropriate officer of the Company 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 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 of the Rights
Agreement.


 


Section 7.  Except as expressly amended hereby,
the Rights Agreement shall continue in full force and effect unamended and in accordance
with the provisions thereof on the date hereof. This Amendment and the Rights
Agreement, as hereby amended, shall constitute one and the same instrument.


 


Section 8.  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.


 


Section 9.  This Amendment shall be deemed to
be a contract made under the laws of the State of Delaware without regards to
conflicts of laws, and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts made and to be
performed entirely within such State.


 


Section 10.  This Amendment may be executed in
any number of counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.


 


[Signature
Page Follows]


 


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


 


 


	
   

  	
  SOURCECORP,
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas C. Walker

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  C. Walker

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN
  STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Herbert J. Lemmer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Herbert
  J. Lemmer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President