Exhibit 4.1
AMENDMENT TO STOCKHOLDER
PROTECTION AGREEMENT
THIS AMENDMENT (the
“Amendment” ), dated as of March 8, 2007,
to the Stockholder Protection Agreement (the “Rights
Agreement” ), dated as of May 8, 1997, between
Catalina Marketing Corporation, a Delaware corporation (the
“Corporation” ), and Mellon Investor
Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the
“Rights Agent” ), is being executed at
the direction of the Corporation. Capitalized terms used without
definition in this Amendment shall have the meanings ascribed to
them in the Rights Agreement.
WHEREAS, the Corporation, CMC
Holdings, LLC, a Delaware limited liability company (
“Parent” ), and Catalina Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of
Parent ( “Merger Sub” ), intend to enter
into an Agreement of Merger (the “Merger
Agreement” ) pursuant to which, among other things,
Merger Sub will merge with and into the Corporation (the
“Merger” ), with the Corporation
surviving as a wholly owned subsidiary of Parent;
WHEREAS, on March 8, 2007, the Board of Directors of the
Corporation resolved to amend the Rights Agreement to render the
Rights inapplicable to the transactions contemplated by the Merger
Agreement; and
WHEREAS, Section 4.4 of the Rights Agreement permits the
Corporation from time to time to supplement and amend the Rights
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the agreements, provisions and covenants herein
contained, the parties agree as follows:
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1.
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A new Section 4.18 is hereby added
to the Rights Agreement as follows:
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“4.18. PERMITTED TRANSACTIONS.
Reference is made to the Agreement of Merger by and among CMC
Holdings, LLC, a Delaware limited liability company
(“Parent”), Catalina Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger
Sub”), and the Corporation, dated as of March 8, 2007, as it
may be amended from time to time (the “Merger
Agreement”). All capitalized terms used in this Section 4.18
shall have the meanings given to them in the Merger Agreement
unless otherwise defined in this Agreement. Notwithstanding any
other pro
