Exhibit 4.1
FOURTH AMENDMENT TO RIGHTS AGREEMENT
This Fourth Amendment, dated as of November 10, 2009 ("Amendment"), and
effective as of the date set forth below, amends that certain Rights Agreement,
dated as of December 20, 1994 (as amended, "Rights Agreement"), as amended on
August 14, 1996 ("First Amendment"), December 11, 2000 ("Second Amendment" ) and
December 17, 0000 ("Xxxxx Xxxxxxxxx," and together with the First Amendment and
Second Amendment, the "Former Amendments"), between RF Monolithics, Inc., a
Delaware corporation (the "Company"), and Computershare Trust Company, N.A.
(formerly known as EquiServe Trust Company, N.A. and successor rights agent to
Fleet National Bank) ("Rights Agent").
WHEREAS, the Company and the predecessor of the Rights Agent entered into
the Rights Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
desires to amend the Rights Agreement as set forth below;
WHEREAS, the Board of Directors of the Company has approved this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Amendment, capitalized
terms not otherwise defined shall have the meaning given them in the Rights
Agreement.
Section 2. Amendment. The Rights Agreement is hereby amended as follows:
(a) Clause (i) of Section 7(a) of the Rights Agreement is hereby
amended by deleting "December 20, 2009" contained therein and inserting in
lieu thereof "December 20, 2014."
(b) Section 2 of the Rights Agreement is hereby amended by deleting
from the first sentence thereof the language "and the holders of the
Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares)".
(c) Section 5 of the Rights Agreement is hereby amended by deleting
from the second sentence thereof the language "manually countersigned" and
replacing it in its entirety with the language "countersigned, either
manually or by facsimile signature".
(d) Section 7(b) of the Rights Agreement is hereby amended by
deleting "$74.40" contained therein and inserting in lieu thereof
"$10.00."
(e) Section 26 of the Rights Agreement is hereby amended by deleting
the Rights Agent notice information in its entirety and replacing it with
the following:
Computershare Trust Company, N.A.
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Client Services
Section 3. Date of Effectiveness. This Amendment shall be deemed effective
as of November 10, 2009, as if executed by both parties hereto on such date.
Section 4. Effect of Amendment. Except as expressly amended hereby and by
the Former Amendments, the Rights Agreement shall remain in full force and
effect.
Section 5. Severability. If any term, provision, covenant or restriction of
this Amendment 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 shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 6. Governing Law. This Amendment and each Right Certificate issued
hereunder shall be deemed to be a contract made under 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.
Section 7. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument. A signature to this Amendment transmitted electronically
shall have the same authority, effect, and enforceability as an original
signature.
Section 8. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, parties hereto have caused this Amendment to be duly
executed and effective as of the date set forth above.
RF MONOLITHICS, INC.
By: /s/ Xxxxxx X Xxxxxx III
------------------------------
Xxxxxx X Xxxxxx III
Chief Financial Officer
COMPUTERSHARE TRUST
COMPANY, N.A.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
----------------
Title: Manager, Contract Administration
--------------------------------
