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Exhibit 4.1




EXECUTION COPY




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




          This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of July 24, 2007,
between PRA International, a Delaware corporation (the “Company”), and American Stock Transfer &
Trust Company, as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as
of March 23, 2007 (the “Rights Agreement”).




          The Company and the Rights Agent have heretofore executed and entered into the Rights
Agreement. Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may
from time to time supplement or amend the Rights Agreement in accordance with the provisions of
Section 27 thereof and the Company desires and directs the Rights Agent to so amend the Rights
Agreement. All acts and things necessary to make this Amendment a valid agreement according to its
terms have been done and performed, and the execution and delivery of this Amendment by the Company
and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.




          In consideration of the foregoing premises and mutual agreements set forth in the Rights
Agreement and this Amendment, the parties hereto agree as follows:




          1. Section 1 of the Rights Agreement is hereby amended by adding as the final sentence to the
definition of “Acquiring Person” the following:





“Notwithstanding the foregoing, GG Holdings I, Inc., a Delaware corporation
(“Parent”), or any Affiliate or Associate thereof, including GG Merger Sub I, Inc.,
a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), shall
not become an “Acquiring Person” as a result of (i) the approval, execution or
delivery of that certain Agreement and Plan of Merger dated as of July 24, 2007 (as
the same may be amended from time to time, the “Merger Agreement”), by and among the
Company, Parent and Merger Sub, including the approval, execution and delivery of
any amendments thereto, (ii) the consummation of the Merger (as such term is defined
in the Merger Agreement), (iii) the acceptance for payment and purchase or exchange
of Common Shares pursuant to the Merger Agreement, (iv) the announcement of the
Merger Agreement or the Merger (as such term is defined in the Merger Agreement) or
(v) the consummation of any other transaction contemplated by the Merger Agreement.”



          2. Section 1 of the Rights Agreement is further amended by adding as the final sentence to the
definition of “Stock Acquisition Date” the following:





“Notwithstanding anything in the Agreement to the contrary, no Stock Acquisition
Date shall be deemed to have occurred solely as a result of (i) the approval,
execution or delivery of the Merger Agreement, including the approval, execution and
delivery of any amendments thereto, (ii) the consummation of the Merger (as such
term is defined in the Merger Agreement), (iii) the acceptance for payment and
purchase or exchange of Common Shares pursuant to the Merger Agreement, (iv) the
announcement of the Merger Agreement or the Merger (as such term is defined in the
Merger Agreement) or (v) the consummation of any



 









 






other transaction contemplated by the Merger Agreement (as defined in the Merger
Agreement).”



          3. Section 3(a) of the Rights Agreement is further amended by adding as the final sentence
thereto the following:





“Notwithstanding anything in this Agreement to the contrary, no Distribution Date
shall be deemed to have occurred solely as a result of (i) the approval, execution
or delivery of the Merger Agreement, including the approval, execution and delivery
of any amendments thereto, (ii) the consummation of the Merger (as such term is
defined in the Merger Agreement), (iii) the acceptance for payment and purchase or
exchange of Common Shares pursuant to the Merger Agreement, (iv) the announcement of
the Merger Agreement or the Merger (as such term is defined in the Merger Agreement)
or (v) the consummation of any other transaction contemplated by the Merger
Agreement.”



          4. Section 7(a) of the Rights Agreement is further amended by adding as the final sentence
thereto the following:





“Notwithstanding anything in this Agreement to the contrary, no Distribution Date
shall be deemed to have occurred solely as a result of (i) the approval, execution
or delivery of the Merger Agreement, including the approval, execution and delivery
of any amendments thereto, (ii) the consummation of the Merger (as such term is
defined in the Merger Agreement), (iii) the acceptance for payment and purchase or
exchange of Common Shares pursuant to the Merger Agreement, (iv) the announcement of
the Merger Agreement or the Merger (as such term is defined in the Merger Agreement)
or (v) the consummation of any other transaction contemplated by the Merger
Agreement.”



          5. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding as the final sentence
thereto the following:





“Notwithstanding the foregoing, Parent shall not become an Acquiring Person as a
result of (i) the approval, execution or delivery of the Merger Agreement, including
the approval, execution and delivery of any amendments thereto, (ii) the
consummation of the Merger (as such term is defined in the Merger Agreement), (iii)
the acceptance for payment and purchase or exchange of Common Shares pursuant to the
Merger Agreement, (iv) the announcement of the Merger Agreement or the Merger (as
such term is defined in the Merger Agreement) or (v) the consummation of any other
transaction contemplated by the Merger Agreement.”



          6. Section 13 of the Rights Agreement is hereby amended by adding as the final sentence
thereto the following:





“Notwithstanding anything in this Agreement to the contrary, no transaction
described in clauses (a), (b) or (c) of this Section 13 shall be deemed to have
occurred solely as a result of (i) the approval, execution or delivery of the Merger
Agreement, including the approval, execution and delivery of any amendments



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thereto, (ii) the consummation of the Merger (as such term is defined in the Merger
Agreement), (iii) the acceptance for payment and purchase or exchange of Common
Shares pursuant to the Merger Agreement, (iv) the announcement of the Merger
Agreement or the Merger (as such term is defined in the Merger Agreement) or (v) the
consummation of any other transaction contemplated by the Merger Agreement.”



          7. A new Section 34 shall be added and shall read as follows:





“Section 34. Termination. Immediately prior to the Merger Effective Time
(as such term is defined in the Merger Agreement), this Agreement shall be
terminated and all outstanding Rights shall expire.”



          8. Except as expressly amended hereby, the Rights Agreement remains in full force and effect
in accordance with its terms.




          9. This Amendment shall be governed by and construed in accordance with the laws of the State
of Delaware.




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




          11. Except as expressly set forth herein, this Amendment shall not by implication or otherwise
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.




          12. Capitalized terms used herein but not defined shall have the meanings given to them in the
Rights Agreement.




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




	 	 	 	 	 	 	 
	 	 	PRA INTERNATIONAL	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Terrance J. Bieker
 

Name: Terrance J. Bieker

Title: Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN STOCK
TRANSFER & TRUST COMPANY, 

as Rights Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Herbert J. Lemmer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Herbert J. Lemmer

Title: Vice President