EX-4.1 FIFTH AMENDMENT TO RIGHTS AGREEMENT



 





Exhibit 4.1




FIFTH AMENDMENT TO

RIGHTS AGREEMENT




     THIS FIFTH AMENDMENT (the “Fifth Amendment”), dated as of August 26, 2005, is between
PER-SE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, a New York banking corporation, as Rights Agent (the “Rights
Agent”).



     WHEREAS, the Company and Rights Agent are parties to that certain Rights Agreement, as amended
on each of May 4, 2000, December 6, 2001, March 10, 2003 and February 18, 2005 (as amended, the
“Rights Agreement”).



     WHEREAS, the Company, Royal Merger Co., a Delaware corporation and wholly-owned subsidiary of
the Company (“Purchaser”) and NDCHealth Corporation, a Delaware corporation
(“NDC”), propose to enter into an Agreement and Plan of Merger pursuant to which Purchaser
will be merged with and into NDC in exchange for cash and shares of the Company’s Common Stock (as
defined in the Rights Agreement).



     WHEREAS, in accordance with the terms of Section 27(a) of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights Agreement as set forth
herein is necessary and desirable to reflect the foregoing and certain other matters, and the
Company and the Rights Agent desire to evidence such amendment in writing.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereto hereby agree as follows:



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




     “In addition, notwithstanding anything in this Agreement to the contrary, (i) neither
NDCHealth Corporation, a Delaware corporation (“NDC”), nor any stockholder,
Affiliate or Associate of NDC, shall be deemed to be an Acquiring Person solely by virtue of
the execution of the Agreement and Plan of Merger (the “Merger Agreement”), to be
entered into as of August 26, 2005, by and among the Company, NDC and Royal Merger Co., a
Delaware corporation and wholly owned subsidiary of the Company, as it may be amended or
supplemented from time to time in accordance with its terms, or solely by virtue of any of
the transactions contemplated by the Merger Agreement and (ii) no Acquisition Transaction or
Distribution Date or Triggering Event shall be deemed to occur solely by virtue of the
execution of the Merger Agreement or solely by virtue of any of the transactions
contemplated by the Merger Agreement.”



     2. Effectiveness. This Fifth Amendment shall be deemed effective as of August 26,
2005, as if executed on such date. Except as expressly amended hereby, all of the terms and
provisions of the Rights Agreement are and shall remain in full force and effect and shall be
otherwise unaffected hereby.



 









 





     3. Governing Law. This Fifth Amendment shall be deemed to be a contract made under
the laws of the State of Delaware 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.



     4. Counterparts. This Fifth 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.



     5. Severability. If any term, provision, covenant or restriction of this Fifth
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 Fifth
Amendment shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.



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



	 	 	 
	 

	 	PER-SE TECHNOLOGIES, INC.
	 
	 	 
	 

	 	/s/ PHILIP M. PEAD
	 

	 	 
	 

	 	Name: Philip M. Pead

Title:   Chairman, President and Chief Executive Officer
	 
	 	 
	 

	 	AMERICAN STOCK TRANSFER & TRUST COMPANY
	 
	 	 
	 

	 	/s/ HERBERT J. LEMMER
	 

	 	 
	 

	 	Name: Herbert J. Lemmer

Title:   Vice President







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