Exhibit 4.6
THIRD AMENDMENT
to
RIGHTS AGREEMENT
THIRD AMENDMENT dated as of September 10, 1999 ("this Amendment") between
Tyco International Ltd., a Bermuda company limited by shares (the "Company") and
Citibank, N.A., New York branch, a national banking association organized under
the laws of the United States of America acting solely through its branch
located at 111 Wall Street, New York, NY 10043 (the "Rights Agent").
WHEREAS, the above-mentioned parties have previously entered into that
certain Rights Agreement dated as of November 6, 1996, as amended (the
"Agreement");
WHEREAS, such parties wish to amend the Agreement in the manner set forth
below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Agreement, and each reference in the
Agreement to "this Agreement", "hereof", "herein", "hereunder" or "hereby" and
each other similar reference shall be deemed to refer to the Agreement as
amended hereby. All references to the Agreement in any other agreement between
or among any of the parties hereto relating to the transactions contemplated by
the Agreement shall be deemed to refer to the Agreement as amended hereby.
2. The definition of "Final Expiration Date" in Section 1 is hereby
replaced in its entirety with the following:
"Final Expiration Date" means the close of business on September 30,
1999.
3. This Amendment shall be governed by and construed in accordance with the
laws of Bermuda.
4. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
5. Except as expressly amended hereby, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed as a deed by the
respective authorized officers of the parties hereto, in each case as of the
date and year first above written.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Name: Mark H. Swartz
Title: Executive Vice President &
Chief Financial Officer
CITIBANK, N.A.
By: /s/ Emi Mak
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Name: Emi Mak
Title: Vice President
111 Wall Street
New York, NY 10043