Exhibit 4.12
THIRD AMENDMENT TO RIGHTS AGREEMENT
This THIRD AMENDMENT TO RIGHTS AGREEMENT, dated as of April 5, 2002
(the "Amendment"), amends the Rights Agreement dated as of December 15, 1997,
which was previously amended on May 15, 2001 (the "Rights Agreement") and is
between Raytheon Company, a Delaware corporation (the "Company"), and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
WHEREAS, 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;
WHEREAS, the Company has determined that it is in the best interest of
the Company and its stockholders to amend the Rights Agreement as set forth
herein.
NOW, THEREFORE, 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 definition of Preferred Shares is deleted and replaced with the
following:
"Preferred Shares" shall mean shares of Series B Junior
Participating Preferred Stock, $.01 par value per share, of
the Company having the rights and preferences set forth in the
Certificate of Designation of the Series B Junior
Participating Preferred Stock.
2. Exhibit A of the Rights Agreement is hereby modified and amended as
follows:
The reference in the first sentence of the Form of Right
Certificate to "Series A Junior Participating Preferred Stock,
$.01 par value per share" is deleted and replaced with "Series
B Junior Participating Preferred Stock, $.01 par value per
share".
3. This Amendment 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.
4. All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, 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.
5. This Amendment 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.
6. In all respects not inconsistent with the terms and provisions of
this Amendment, 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.
7. 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, 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, as of the date first set forth
above.
Attest: RAYTHEON COMPANY
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Vice President and Secretary Senior Vice President and
General Counsel
Attest: AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
Assistant Secretary General Counsel
