AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Exhibit 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this Amendment) is made as of April 23, 2015 between Epiq Systems, Inc., a Missouri corporation (the Company), and Wells Fargo Bank, National Association (the Rights Agent, and collectively with the Company, the Parties) and amends that certain Rights Agreement dated as of September 18, 2014, between the Company and the Rights Agent. Capitalized terms not defined herein shall have the meaning given to such terms in the Rights Agreement.
Pursuant to Section 27 of the Rights Agreement, the Parties desire to amend the definition of Expiration Time in the Rights Agreement in order to extend the time period during which the Rights may be exercised.
Accordingly, in consideration of the premises and the mutual agreements herein set forth herein, the Parties agree as follows:
1. Expiration Time.
1.1 The contents of Section 1.20 of the Rights Agreement are hereby deleted in their entirety and replaced with the following:
Expiration Time means the earliest to occur of (i) the Close of Business on July 7, 2015, (ii) the Redemption Time, or (iii) the effective time of an exchange of the Rights pursuant to Section 24.
1.2 The paragraph beginning Expiration in Exhibit C to the Rights Agreement (Summary of Rights to Purchase Preferred Shares) is hereby deleted in its entirety and replaced with the following:
Expiration. The Rights will expire on the earliest of (i) the Close of Business on July 7, 2015, (ii) the date on which the Rights are redeemed as described above, and (iii) the effective time of an exchange of Rights as described above.
1.3 For the avoidance of doubt, any reference to the Rights Agreement in the Rights Agreement or the exhibits attached thereto shall be deemed to refer to the Rights Agreement as amended.
2. Miscellaneous. The provisions of Sections 26 (Notices), 27 (Supplements and Amendments), 28 (Successors), 29 (Benefits of This Agreement), 30 (Severability), 31 (Governing Law), 32 (Exclusive Jurisdiction), 33 (Counterparts), 34 (Descriptive Headings), 35 (Administration), and 36 (Force Majeure) of the Rights Agreement are incorporated herein, mutatis mutandis, as if included in this Amendment.
The Parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
EPIQ SYSTEMS, INC. | ||
/s/ Tom W. Olofson | ||
Name: | Tom W. Olofson | |
Title: | Chairman and CEO | |
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent | ||
/s/ Darcie Rummel | ||
Name: | Darcie Rummel | |
Title: | Officer |
Signature Page to Amendment to Rights Agreement