exhibit41.htm


    AMENDMENT
NO. 2 TO RIGHTS AGREEMENT

    


    THIS
AMENDMENT NO. 2 TO RIGHTS AGREEMENT (“Amendment No. 2”) is dated as
of the 5th day of August, 2009, by and between Checkpoint Systems, Inc., a
Pennsylvania corporation (the “Company”), and American Stock
Transfer & Trust Company, LLC, a New York limited liability trust company
(formerly American Stock Transfer & Trust Company) (the “Rights Agent”).

     

    WHEREAS,
the Company and the Rights Agent are parties to that certain Rights Agreement,
dated as of March 10, 1997, as amended by that certain Amendment No. 1 to Rights
Agreement, dated as of March 2, 2007 (as so amended, the “Rights
Agreement”);

     

    WHEREAS,
the Board of Directors of the Company has considered and discussed the corporate
governance implications of certain provisions of the Rights Agreement that
require approval of Continuing Directors (as defined in the Rights Agreement)
for actions of the Board of Directors of the Company under the Rights
Agreement;

     

    WHEREAS,
the Company and the Rights Agent desire to amend the Rights Agreement to, among
other things, remove the Continuing Director provisions; and

     

    WHEREAS,
following such consideration and discussion, the Board of Directors of the
Company has authorized this Amendment No. 2;

     

    NOW,
THEREFORE, in consideration of the premises and mutual agreements set forth in
the Rights Agreement and this Amendment No. 2, the parties, intending to be
legally bound, hereby agree as follow:

     

    1. Amendment to Section
11(n).  Section 11(n) of the Rights Agreement is hereby amended
and restated in its entirety to read as follows:

     

    “n.           In
the event that the Rights become exercisable following a Section 11(a)(ii)
Event, the Company, by action of the Board of Directors, may permit the Rights,
subject to Section 7(e), to be exercised for 50% of the Common Shares (or cash,
other securities or property) that would otherwise be purchasable under Section
11(a), in consideration of the surrender to the Company of the Rights so
exercised and without other payment of the Purchase
Price.  Notwithstanding the foregoing, the Board of Directors of the
Company shall not be empowered to permit such exercise at any time after any
Acquiring Person shall have become the Beneficial Owner of 50% or more of the
Common Shares then outstanding.  Rights exercised under this Section
11(n) shall be deemed to have been exercised in full and shall be
canceled.”

     

    2. Amendment to Section
13(e).  Section 13(e) of the Rights Agreement is hereby amended
and restated in its entirety to read as follows:

     

    “e.           Notwithstanding
anything herein to the contrary, Section 13 shall not be applicable to a
transaction described in Section 13(a)(x) or (y) if such transaction has
received the approval of the Board of Directors of the Company prior to any
Person becoming an Acquiring Person.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. Amendment to Section
25(a).  Section 25(a) of the Rights Agreement is hereby amended
and restated in its entirety to read as follows:

     

    “a.           Subject
to paragraph (c) of this Section 25, the Board of Directors of the Company may,
at its option, after the occurrence of a Section 11(a)(ii) Event, exchange all
or part of the then outstanding and exercisable Rights (which shall not include
Rights that have become void pursuant to the provisions of Section 7(e) hereof)
for Common Shares at an exchange ratio of one Common Share per Right,
appropriately adjusted to reflect any stock split, stock dividend,
reclassification or similar transaction occurring after the date hereof (such
exchange being hereinafter referred to as the “Exchange” and such exchange
ratio being hereinafter referred to as the “Exchange
Ratio”).  Notwithstanding the foregoing, the Board of Directors
of the Company shall not be empowered to effect such exchange at any time after
any Acquiring Person shall have become the Beneficial Owner of 50% or more of
the Common Shares then outstanding.  From and after the occurrence of
an event specified in Section 13(a), any Rights that theretofore have not been
exchanged pursuant to this Section 25(a) shall thereafter be exercisable only in
accordance with Section 13 and may not be exchanged pursuant to this Section
25(a).  The exchange of the Rights by the Board of Directors may be
made effective at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish.  Without limiting
the foregoing, prior to effecting an exchange pursuant to this Section 25, the
Board of Directors may direct the Company to enter into a Trust Agreement in
such form and with such terms as the Board of Directors shall then approve (the
“Trust
Agreement”).  If the Board of Directors so directs, the Company
shall enter into the Trust Agreement and shall issue to the trust created by
such agreement (the “Trust”) all of the Common
Shares issuable pursuant to the exchange (or any portion thereof that have not
theretofore been issued in connection with the exchange).  From and
after the time at which such Common Shares are issued to the Trust, all
stockholders then entitled to receive Common Shares pursuant to the exchange
shall be entitled to receive such Common Shares (and any dividends or
distributions made thereon after the date on which such Common Shares are
deposited in the Trust) only from the Trust and solely upon compliance with the
relevant terms and provisions of the Trust Agreement.  Any Common
Shares issued at the direction of the Board of Directors in connection herewith
shall be validly issued, fully paid and nonassessable Common Shares, and the
Company shall be deemed to have received as consideration for such issuance a
benefit having a value that is at least equal to the aggregate par value of the
shares so issued.”

     

    4. Amendment to Section
30.  Section 30 of the Rights Agreement is hereby amended and
restated in its entirety to read as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Section
30.                                Determination and Actions by
the Board of Directors.  The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board of Directors or
to the Company, or as may be necessary or advisable in the administration of
this Agreement, including, without limitation, the right and power to (i)
interpret the provisions of this Agreement, and (ii) make all calculations and
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not to redeem the Rights
pursuant to Section 24 hereof, to exchange or not to exchange the Rights
pursuant to Section 25 hereof or to supplement or amend the Agreement). All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) shall
be presumed to have been done or made by the Board of Directors of the Company
in good faith and shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and (y) not
subject the Board of Directors to any liability to the holders of the
Rights.”

     

    5. Amendment to Section
32.  Section 32 of the Rights Agreement is hereby amended and
restated in its entirety to read as follows:

     

    “Section
32.                                Severability.  If
any term, provision, covenant or restriction of this Agreement 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 Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.”

    


    6. Amendment to Exhibit
B.  Exhibit B to the Rights Agreement is hereby amended by
adding the following sentence at the end of the sixth paragraph of Exhibit
B:

     

    “The Board of Directors of the Company
may not exchange the rights at any time after any Acquiring Person has become
the Beneficial Owner of 50% or more of the Common Shares.”

     

    7. References to
“Agreement”.  The term “Agreement” as used in the
Rights Agreement shall be deemed to refer to the Rights Agreement as amended by
Amendment No. 1, dated March 2, 2007, and as further amended by this Amendment
No. 2.

     

    8. Effectiveness.  This
Amendment No. 2 shall be effective as of the date hereof and, except as set
forth herein, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.

     

    9. Counterparts.  This
Amendment No. 2 may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     

    Signature
page follows.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly
executed as of the day and year first above written.

    
      
        	 ATTEST:	 	 	 CHECKPOINT
      SYSTEMS, INC.	 
	
                /s/
      Raymond D. Andrews

              	 	 	
                /s/
      John R. Van Zile

              	 
	
                Name:  
      Raymond D. Andrews

              	 	 	
                Name:
       John R. Van Zile

              	 
	
                Title:    
      Senior Vice President and Chief Financial Officer

              	 	 	
                Title:  
      Senior Vice President, General Counsel and Secretary

              	 


      

      
        	 	 	 	 	 
	
                 

                ATTEST:

              	 	 	 
      
                AMERICAN
      STOCK TRANSFER & TRUST
      COMPANY, LLC

              	 
	
                /s/
      Susan Silber

              	 	 	
                /s/
      Herbert Lemmer

              	 
	
                Name:  
      Susan Silber

              	 	 	
                Name:  
      Herbert Lemmer

              	 
	
                Title:    
      Assistant Secretary

              	 	 	
                Title:    
      Vice President