exv4w1



 




Exhibit
4.1


AMENDMENT NO. 3 TO RIGHTS AGREEMENT




     This Amendment No. 3 to Rights Agreement (“Amendment No. 3”), dated as of August 4, 2006, is
by and between OPINION RESEARCH CORPORATION, a Delaware corporation (the “Company”), and
STOCKTRANS, INC. (the “Rights Agent”).



W I T N E S S E T H :




     WHEREAS, on September 13, 1996 the Company and the Rights Agent entered into a Rights
Agreement (the “Original Agreement”);



     WHEREAS, on August 8, 1998, the Company and the Rights Agent entered into Amendment No. 1
(“Amendment No. 1”) to the Original Agreement;



     WHEREAS, on August 31, 2000, the Company and the Rights Agent entered into Amendment No. 2
(“Amendment No. 2”) to the Original Agreement (the Original Agreement, as amended by Amendment No.
1 and Amendment No. 2, is hereinafter referred to as the “Agreement”, the terms of which are
incorporated herein by reference and made a part hereof); and



     WHEREAS, the Company, with the unanimous approval of the Board of Directors of the Company,
has duly authorized the execution and delivery of this Amendment No. 3 and this Amendment No. 3 is
executed by the Company and the Rights Agent pursuant to Section 26 of the Agreement.



     NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, and
intending to be legally bound hereby, the parties hereto agree that the Agreement shall be and
hereby is amended as follows:



     1. Defined Terms. Terms defined in the Agreement and used and not otherwise defined
herein shall have the meanings given to them in the Agreement.



     2. Amendment of Section 1. Section 1 of the Agreement is amended to add the following
at the end of the paragraph entitled “Acquiring Person”:




“Notwithstanding anything to the contrary contained in this Agreement, neither
infoUSA Inc., a Delaware corporation (“infoUSA”), nor Spirit Acquisition, Inc., a
Delaware corporation and a wholly owned subsidiary of infoUSA (“Spirit
Acquisition”), shall at any time come within the definition of an Acquiring Person
as a result of the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 4, 2006, among infoUSA, Spirit Acquisition and the Company (as
such agreement may be amended from time to time, the “Merger Agreement”).”



     3. Amendment of Section 3(a). Section 3(a) of the Agreement is hereby amended to add
the following paragraph at the end thereof:



 









 





     “Notwithstanding anything to the contrary contained in this Agreement, the
occurrence of (A) the approval, execution and consummation of the transactions
contemplated by the Merger Agreement and the Voting Agreement (as defined in the
Merger Agreement), (B) the consummation of the transactions contemplated by the
Merger Agreement or (C) the announcement of any of the foregoing events will not,
individually or collectively, cause (i) the Rights to become exercisable or (ii) the
occurrence of a Distribution Date, a Triggering Event or a Stock Acquisition Date.”



     5. Rights Agreement as Amended. The term “Agreement” as used in the Agreement shall
be deemed to refer to the Agreement as amended hereby and this Amendment No. 3 shall be effective
as of August 4, 2006. It is expressly understood and agreed that except as provided above, all
terms, conditions and provisions contained in the Agreement shall remain in full force and effect
without any further change or modification whatsoever.



     6. Miscellaneous. This Amendment No. 3 shall for all purposes be governed by and
construed in accordance with the laws of the State of Delaware.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to Rights Agreement to be
duly executed as of the day and year first above written.



	 	 	 	 	 	 	 
	Attest:	 	
OPINION RESEARCH CORPORATION

 	 
	By:  	/s/ Kevin
P. Croke	 	By:  	/s/ Douglas
L. Cox
	 	Name:  Kevin P. Croke	 	 	 	Name:  Douglas L. Cox	 
	 	Title:  Executive Vice President —
	 	 	 	Title:  Chief Financial Officer	 
	 	           Corporate Finance	 	 	 	  	 
	 
	Attest:	 	
STOCKTRANS, INC.

 	 
	By:  	/s/
Angela L. Lamb	 	By:  	/s/ Robert
J. Winterle
	 	Name:  Angela L. Lamb	 	 	 	Name:  Robert
J. Winterle	 
	 	Title:  Asst. Vice President	 	 	 	Title:   Vice President	 





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