AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO THE RIGHTS AGREEMENT, effective as of May 19,
1999 (this "AMENDMENT"), by and between Raychem Corporation, a Delaware
corporation (the "COMPANY"), and Xxxxxx Trust and Savings Bank (the "RIGHTS
AGENT"), at the Company's direction. Capitalized terms used herein and not
otherwise defined are used as defined in Rights Agreement (as defined below).
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of December 11, 1998 (the "RIGHTS AGREEMENT"), setting
forth the terms of the Rights;
WHEREAS, the Company and the Rights Agent may, from time to time,
supplement or amend the Rights Agreement pursuant to the provisions of
Section 25.2 of the Rights Agreement;
WHEREAS, the Board of Directors of the Company (the "BOARD OF
DIRECTORS"), on May 18, 1999, resolved that it is advisable and in the best
interests of its stockholders for Tyco International Ltd. ("PARENT") to
acquire all of the outstanding capital stock of the Company;
WHEREAS, the Board of Directors further resolved to approve this
Amendment which provides, among other things, that Parent, Tyco International
(PA) Inc. and their Affiliates are exempt from the definition of Acquiring
Person, that the Merger Agreement (as defined below) and the transaction
contemplated thereby shall not constitute a Distribution Date, Section 11.1.2
Event, Section 13 Event, Shares Acquisition Date or Triggering Event and that
no Rights shall be exercisable pursuant to the Rights Agreement;
WHEREAS, all acts and things necessary to make this Amendment to
the Rights Agreement a valid, legal and binding instrument of the Company and
the Rights Agent have been duly done, performed and fulfilled and the
execution and delivery hereof by each of the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights
Agent, respectively;
NOW THEREFORE, in consideration of the premises and mutual
agreement contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Rights Agent hereby agree as follows:
1. AMENDMENTS TO RIGHTS AGREEMENT. The Rights Agreement is
hereby amended as follows:
(a) Section 1.1 is amended by inserting the following sentence at the
end of such section:
2
"Notwithstanding anything in this Agreement to the contrary, none of
Parent, Tyco International (PA) Inc., a Nevada corporation and a
wholly owned subsidiary of Parent ("MERGER SUB"), and their
Affiliates, either individually or as a group, shall become an
Acquiring Person by reason of the approval, execution or delivery of
the Agreement and Plan of Merger and Reorganization, dated as of
May 19, 1999, by and among Parent, Merger Sub and the Company (the
"MERGER AGREEMENT"), the consummation of the transactions contemplated
thereby or any announcement of the same."
(b) A new Section 27 is added to read in its entirety as follows:
"Section 27. Merger with Merger Sub.
27.1. Notwithstanding any provision herein to the contrary, none
of Parent, Merger Sub and their Affiliates, either individually or as
a group, shall be considered an Acquiring Person, and no Distribution
Date, Section 11.1.2 Event, Section 13 Event, Shares Acquisition Date
or Triggering Event shall occur and no Rights shall be exercisable
pursuant to Section 7 or any other provision hereof, by reason of the
approval, execution or delivery of the Merger Agreement, the
consummation of the transactions contemplated thereby or any
announcement of the same."
2. This Amendment to the Rights Agreement may be executed in two
or more 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.
3. In all respects not inconsistent with the terms and provisions
of this Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified and confirmed. In executing and delivering this Amendment to the
Rights Agreement, the Rights Agent shall be entitled to all of the privileges
and immunities afforded to the Rights Agent under the terms and conditions of
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement to be duly executed and attested, as of the date first
written above.
ATTEST: RAYCHEM CORPORATION
/s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------- -------------------------
Name: Xxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Corporate Counsel Title: Vice President, General
Counsel and Secretary
ATTEST: XXXXXX TRUST AND SAVINGS BANK, as Rights
Agent
/s/ Xxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------- -------------------------
Name: Xxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Officer
