EXHIBIT 4.6
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of May 15, 2001, to the Rights Agreement, dated as of
December 15, 1997 (the "Rights Agreement"), between Raytheon Company, a Delaware
corporation (the "Company', and State Street Bank and Trust Company, as Rights
Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement. Pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement in accordance with the provisions thereof. All acts
and things necessary to make this Amendment a valid agreement, enforceable
according to its terns, have been done and performed, and the execution and
delivery of this Amendment by the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent.
WHEREAS, the Board of Directors and the Shareholders of the Company have
each approved, and the Company has filed, certain amendments to the Restated
Certificate of Incorporation and By-laws of the Company, pursuant to which the
Company has reclassified (the "Reclassification") each outstanding share of
Class A Common Stock, par value $.01 ("Class A Common Stock") and Class B Common
Stock, par value $.01 ("Class B Common Stock") into a single class of new Common
Stock, par value $.01 ("Common Stock").
WHEREAS, The Board of Directors has determined that it is in the best
interest of the Company and its shareholders to amend the Rights Agreement in
light of the Reclassification.
In consideration of the foregoing and the mutual agreements set forth
herein, and intending to be legally bound, the parties hereto agree as follows:
1. Section 1 of the Rights Agreement is hereby modified and amended as
follows:
The first sentence of the definition of Common Shares is deleted and
replaced with the following:
"Common Shares" when used with reference to the Company shall mean the
shares of Common Stock $.01 par value per share of the Company.
The definition of Triggering Holding is deleted and replaced with the
following:
"Triggering Holding" shall mean any holding that includes 15% or more
of the Common Shares of the Company then outstanding.
2. Both Section 11(a)(ii) and Section 11(d)(ii) of the Rights Agreement are
hereby modified and amended so that each reference in Section 11(a)(ii) and in
Section 11(d)(ii) to Class B Common Shares is replaced with, and shall be deemed
to refer to, Common Shares.
3. Section 24 of the Rights Agreement is hereby modified and amended so
that each reference in section 24 to Class B Common Shares is replaced with, and
shall be deemed to refer to, Common Shares.
4. Clause (i) of Section 24 of the Rights Agreement is hereby modified and
amended to read as follows "the sum of .001% and the largest percentage of
outstanding Common Shares then known by the Company to be beneficially owned by
any Person (other than an Exempt Person) and"
5. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with 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.
6. This Amendment to the Rights Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings assigned to such terms
in the Rights Agreement.
7. In all respects not inconsistent with the terms and provisions of this
Amendment to the Rights Agreement, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this Amendment, the
Rights Agent shall be entitled to all the privileges and immunities afforded to
the Rights Agent under the terms and conditions of the Rights Agreement.
8. If any term, provision, covenant or restriction of the Amendment to the
Rights Agreement 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 Amendment to the Rights Agreement, and of the
Rights Agreement, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
9. If any term, provision, covenant or restriction of this Amendment to the
Rights Agreement 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 Amendment to the Rights Agreement, and of the
Rights Agreement, 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 Amendment to be
duly executed and attested, all as of the date and year first above written.
Attest: RAYTHEON COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Secretary Senior Vice President and General Counsel
Attest: STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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