Exhibit 4.1


 


[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