EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 27 of the Rights Agreement
between First Chicago Trust Company of New York (the "Rights Agent") and
Omega Worldwide Inc. dated April 2, 1998 (the "Agreement"), the Rights Agent
and Omega Worldwide Inc. desire to amend the Agreement.
2. EFFECTIVENESS. This Amendment shall be effective as of October 2, 2001 (the
"Amendment") and all defined terms and definitions in the Agreement shall be
the same in the Amendment except as specifically revised by the Amendment.
3. REVISION. The section in the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:
Change of Rights Agent: The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer agent of
the Common Shares or Preferred shares by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent, as the case may be,
and to each transfer agent of the Common Shares or Preferred Shares by
registered or certified mail, and to the holders of the Right Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or after it
has been notified in writing of such resignation or incapacity by the
resigning or incapacitated rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit such holder's Right
Certificate for inspection by the company), then the registered holder of any
Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation or
trust company organized and doing business under the laws of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has individually or
combined with an affiliate at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100 million dollars. After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed
necessary for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares or
Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided
for in this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may
be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this 17 day of July, 2002.
OMEGA WORLDWIDE, INC. FIRST CHICAGO TRUST COMPANY OF NEW YORK
/s/ XXXXXXX X. XXXXX /s/ XXXXXX XXXXXXX
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By: Xxxxxxx X. Xxxxx By: Xxxxxx Xxxxxxx
Title: Controller Title: Senior Managing Director
