Exhibit 4.1


 


FIRST AMENDMENT TO RIGHTS AGREEMENT


 


This First Amendment to Rights Agreement (this “Amendment”) is made and
entered into as of October 14, 2007 by and between Tektronix, Inc., an Oregon
corporation (the “Company”), and (Mellon Investor Services LLC, a New
Jersey limited liability company, formerly known as) ChaseMellon
Shareholder Services, L.L.C., (the “Rights Agent”).


 


The Company and the Rights Agent are parties to that certain Rights
Agreement dated as of June 21, 2000 (the “Agreement”). Pursuant to Section 26
of the Agreement, this Amendment is being executed by the Company and the
Rights Agent for the purpose of amending the Agreement as set forth below.


 


The Agreement is hereby amended as follows:


 


1.             Section
1(a) shall be amended by inserting the following at the end of Section 1(a):


 


“Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of Danaher Corporation (“Parent”), its subsidiaries, Affiliates
or Associates, including without limitation Raven Acquisition Corp. (“Sub”), either
individually or as a group, is or shall be an Acquiring Person pursuant to this
Agreement by reason of their acquisition, or their right to acquire, beneficial
ownership of shares of the Company as a result of their approval, execution or
delivery of the Agreement and Plan of Merger dated October
      , 2007 among Parent, Sub and the Company (as
such agreement may from time to time be amended, the “Merger Agreement”) or any
amendment thereto approved in advance by the Board of Directors of the Company,
the announcement or consummation of the Merger (as defined in the Merger
Agreement) (the “Merger”), or any other transaction contemplated by the Merger
Agreement, including without limitation the tender offer contemplated by the Merger
Agreement, the announcement or consummation thereof, the tender of securities
pursuant to such tender offer or the acceptance of such tendered securities for
purchase.”


 


2.             Section
1(l) shall be amended by inserting the following at the end of Section 1(l):


 


“Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur by reason of the approval, execution
or delivery of the Merger Agreement or any amendment thereto approved in
advance by the Board of Directors of the Company, the announcement or consummation
of the Merger, or any other transaction contemplated by the Merger Agreement,
including without limitation the tender offer contemplated by the Merger
Agreement, the announcement or consummation thereof, the tender of securities
pursuant to such tender offer or the acceptance of such tendered securities for
purchase.”


 


3.             Section
1(cc) shall be amended by inserting the following at the end of Section 1(cc):


 


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“Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Stock Acquisition Date shall not occur by reason of the approval, execution
or delivery of the Merger Agreement or any amendment thereto approved in advance
by the Board of Directors of the Company, the announcement or consummation of
the Merger, or any other transaction contemplated by the Merger Agreement,
including without limitation the tender offer contemplated by the Merger
Agreement, the announcement or consummation thereof, the tender of securities
pursuant to such tender offer or the acceptance of such tendered securities for
purchase.”


 


4.             Section
7(a)(i) (including the definition of “Final Expiration Date” therein) shall be
amended to read in its entirety as follows:


 


“the earlier of immediately prior to the Effective Time (as defined in
the Merger Agreement) or the Close of Business on September 7, 2010 (the
earlier of such two times, the “Final Expiration Date”)”.


 


5.             The
Agreement shall terminate and be of no further force and effect upon the Final
Expiration Date.


 


6.             Section
11(i) shall be amended by inserting the following at the end of Section 11(i):


 


“Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Section 11(h) Event shall not occur by reason of the approval,
execution or delivery of the Merger Agreement or any amendment thereto approved
in advance by the Board of Directors of the Company, the announcement or
consummation of the Merger, or any other transaction contemplated by the Merger
Agreement, including without limitation the tender offer contemplated by the
Merger Agreement, the announcement or consummation thereof, the tender of
securities pursuant to such tender offer or the acceptance of such tendered
securities for purchase.”


 


7.             Section
13(a) shall be amended by inserting the following at the end of Section 13(a):


 


“Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Section 13 Event shall not occur by reason of the approval,
execution or delivery of the Merger Agreement or any amendment thereto approved
in advance by the Board of Directors of the Company, the announcement or
consummation of the Merger, or any other transaction contemplated by the Merger
Agreement, including without limitation the tender offer contemplated by the
Merger Agreement, the announcement or consummation thereof, the tender of
securities pursuant to such tender offer or the acceptance of such tendered
securities for purchase.”


 


8.             The
following is added as a new Section 34 of the Agreement to read in its entirety
as follows:


 


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“34.         Exception for Merger Agreement and Tender Offer.
Notwithstanding any provision in this Agreement to the contrary, (i) no
Distribution Date and no Stock Acquisition Date shall occur, (ii) none of
Parent, Sub or any of their Affiliates or Associates, either individually or as
a group, shall become an Acquiring Person, (iii) no Rights shall become
exercisable pursuant to Section 7 or any other provision of this Agreement, and
(iv) no holder of any Rights shall be entitled to any rights or notices pursuant
to Sections 3(a), 7(a), 11(a) or 13 or any other provision of this Agreement,
in any such case, by reason of (a) the approval, execution or delivery of the
Merger Agreement or any amendment thereto approved in advance by the Board of
Directors of the Company, the consummation of the transactions contemplated
thereby or any announcement of the same or (b) the tender offer contemplated by
the Merger Agreement, the announcement or consummation thereof, the tender of
securities pursuant to such tender offer or the acceptance of such tendered
securities for purchase.”


 


9.             This
Amendment shall be deemed to be entered into under the laws of the State of
Oregon 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; provided, however, that all provisions regarding the
rights, duties and obligations of the Rights Agent shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts to be made and performed entirely within such State.


 


10.           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.


 


11.           The Company hereby
certifies to the Rights Agent that this Amendment is in compliance with Section
26 of the Agreement.


 


12.           As
amended hereby, the Agreement shall remain in full force and effect.


 


This Amendment is entered into as of the date first written above.


 


	
   

  	
  TEKTRONIX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E. Dalton

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President, Corporate Development,

  General Counsel and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MELLON INVESTOR SERVICES LLC

  as Rights Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis Treibel

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
					



 


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