EXHIBIT 4.7
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into as of March 5,
2002, by and between Raytheon Company, a Delaware corporation (the "Company")
and American Stock Transfer and Trust Company, a New York banking corporation
("AST").
RECITALS
A. On or about December 15, 1997, HE Holdings, Inc., the predecessor in
interest to the Company, entered into a Rights Agreement, as amended
by the First Amendment to Rights Agreement dated May 15, 2001 (the
"Rights Agreement"), with State Street Bank and Trust Company, the
predecessor in interest to EquiServe (the "Predecessor Agent") as
rights agent.
B. On or about February 1, 2002, the Predecessor Agent notified the
Company in writing of its resignation as rights agent pursuant to
Section 21 of the Agreement. Such resignation was effective as of
March 4, 2002.
C. The Company wishes to substitute AST as rights agent pursuant to
Section 21 of the Rights Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of other
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Section 21 of the Rights Agreement is hereby amended to provide that
any successor rights agent shall, at the time of its appointment as
rights agent, have a combined capital and surplus of at least $10
million, rather than $50 million.
2. The Company hereby appoints AST as rights agent pursuant to Section 21
of the Rights Agreement, to serve in that capacity for the
consideration and subject to all of the terms and conditions of the
Rights Agreement.
3. AST hereby accepts the appointment as rights agent pursuant to Section
21 of the Rights Agreement and agrees to serve in that capacity for
the consideration and subject to all of the terms and conditions of
the Rights Agreement.
4. From and after the effective date hereof, each and every reference in
the Rights Agreement to a "Rights Agent" shall be deemed to be a
reference to AST.
5. Section 26 of the Rights Agreement is amended to provide that notices
or demands shall be addressed as follows (until another address is
filed):
If to the Company:
Raytheon Company
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
If to AST:
American Stock Transfer & Trust Company
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
6. Except as expressly modified herein, the Rights Agreement shall remain
in full force and effect.
7. This Agreement of Substitution and Amendment may be executed in one or
more counterparts, each of which shall together constitute one and the
same document.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date indicated above.
RAYTHEON COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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