Execution Copy
SECOND SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture") dated as of May 9, 2001, between RAYTHEON COMPANY,
a Delaware corporation (the "Company"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the
"Trustee").
WHEREAS the Company has executed and delivered to the Trustee an
Indenture dated as of July 3, 1995, providing for the issuance and sale by the
Company from time to time of its subordinated debt securities (the
"Securities"), which term shall include any Securities issued under the
Indenture (as defined below) after the date hereof;
WHEREAS Section 9.01 of the Indenture permits the Company, when
authorized by a resolution of the Board of Directors of the Company, and the
Trustee, at any time and from time to time, to enter into one or more indentures
supplemental to the Indenture, in form satisfactory to the Trustee, for the
purpose of establishing any form of Security, as provided in Article Two of the
Indenture, providing for the issuance of any series of Securities, as provided
in Article Three of the Indenture and/or adding to the rights of the Holders of
the Securities of any series;
WHEREAS the Company proposes in and by this Supplemental Indenture
to supplement and amend the Indenture in certain respects to establish a series
of Securities issued pursuant to the Indenture designated as the "7.00%
Subordinated Notes due 2006" in initial principal amount of $889,175,300; and
WHEREAS the Company has requested that the Trustee execute and
deliver this Supplemental Indenture and has certified that all requirements
necessary to make this Supplemental Indenture a valid instrument in accordance
with its terms have been satisfied, and that the execution and delivery of this
Supplemental Indenture has been duly authorized in all respects;
WHEREAS, the Company has offered to the public 17,250,000 of its
8.25% Equity Security Units (the "Units"), each of which consist of one stock
purchase contract under which the Unit holders have agreed to purchase from the
Company, and the Company has agreed to sell such holders, a certain number of
shares of its Common Stock (as defined below), at a price of $50, and one
preferred security of RC Trust I, a Delaware business trust (the "Trust"), as
set forth in the Stock Purchase Agreement, and the Company has agreed to issue
and exchange the Notes for the common securities (the "Common Securities") and
the preferred securities (the "Preferred Securities" and, together with the
Common Securities, the "Trust Securities"), in each case, of the Trust,
representing undivided beneficial interests in the assets of the Trust.
NOW THEREFORE, the Company and the Trustee hereby agree that the
following sections of this Supplemental Indenture supplement and amend the
Indenture with respect to the Notes (as defined below):
SECTION 3. Definitions. (a) Capitalized terms used herein and not
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defined herein have the meanings ascribed to such terms in the Indenture.
(a) Section 1.01 of Article One of the Indenture is hereby,
solely with respect to the Notes, supplemented to add or, where a
definition for a term already exists, amended by replacement
with, the following definitions:
"Business Day" means any day that is not a Saturday,
Sunday or day on which banking institutions and trust
companies in The City of New York, the Commonwealth of
Massachusetts or at a place of payment are authorized or
required by law, regulation or executive order to close.
"Common Stock" means the Class B common stock, par value
$.01 per share, of the Company as such class may be
reclassified, with the Class A common stock, par value $.01
per share, of the Company into one new class of common stock
of the Company as set forth in the in the prospectus
contained in the Company's and the Trust's Registration
Statement on Form S-3 filed April 6, 2001 under "Description
of Our Class A and Class B Common Stock - Reverse/Forward
Stock Split" and "--Reclassification of our Existing Two
Classes of Common Stock into a Single New Class of Common
Stock."
"Declaration" means the Amended and Restated Declaration
of Trust, dated as of May 9, 2001, of RC Trust I among the
Company, as Sponsor, the trustees named therein, and the
holders from time to time of undivided beneficial ownership
interests in the assets of the Trust.
"Direct Action" has the meaning specified in Section
6(b).
"Guarantee Event of Default" shall have the meaning
specified in the Guarantee.
"Indenture" means the Indenture dated as of July 3,
1995, between the Company and the Trustee, as supplemented and
amended by this Supplemental Indenture.
"Purchase Contract" shall have the meaning specified in
the Purchase Contract Agreement.
"Purchase Contract Agreement" means the Purchase
Contract Agreement dated as of May 9, 2001 between the Company
and The Bank of New York, as Purchase Contract Agent.
"Remarketing" means (i) as long as the Trust has not
been liquidated, the operation of the procedures for
remarketing specified in Section 7.13 of the Declaration and
(ii) if the Trust has been liquidated, the operation of the
procedures for remarketing specified in Section 5.2 of the
Purchase Contract Agreement.
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"Remarketing Agent" shall mean a nationally recognized
investment banking firm selected by the Company.
(b) the following terms have the meanings given to them in the
Declaration: (i) Delaware Trustee; (ii) Failed Remarketing; (iii)
Guarantee; (iv) Majority in Liquidation Amount; (v) Preferred
Security Certificate; (vi) Property Trustee; (vii) Redemption
Amount; (viii) Regular Trustees; (ix) Remarketing Date; (x) Reset
Rate; (xi) Tax Event; (xii) Tax Event Redemption; (xiii) Tax
Event Redemption Date; (xiv) Trust and (xv) Underwriting
Agreement;
SECTION 4. Creation of the Notes. Pursuant to Section 3.01 of the
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Indenture, there are hereby created a new series of Securities designated as the
"7.00 % Subordinated Notes due 2006" in initial principal amount of $889,175,300
(the "Notes") which amount to be issued shall be as set forth in any written
order of the Company for the authentication and delivery of Notes pursuant to
the Indenture. The aggregate principal amount of the Notes of the series created
hereby which may be authenticated and delivered under the Indenture shall not,
except as permitted by the provisions of the Indenture, exceed $889,175,300. The
Notes shall be initially issued in certificated form to the Property Trustee, in
trust for the benefit of the Trust and the holders of the Trust Securities (the
"Initial Notes"). The denominations in which Notes shall be issuable is $50 and
integral multiples thereof. Payments of principal and the redemption price, if
any, and interest on the Notes shall be payable to the registered holder of the
Notes, which shall initially be the Property Trustee, in trust for the benefit
of the Trust and the holders of the Trust Securities, except upon a dissolution
of the Trust and a distribution of the assets of the Trust pursuant to Section
8.2 of the Declaration and Section 6.2 of the Pledge Agreement.
SECTION 5. Amendments to Article Two. (a) Sections 2.02 and 2.03
--------------------------
of Article Two of the Indenture are hereby amended, solely with respect to the
Notes, by replacing them in their entirety with the following:
"Section 2.02. Form of Notes. The Notes shall be substantially in
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the form annexed hereto as Exhibit A, which is hereby incorporated in and
expressly made a part of this Indenture. The terms and provisions contained in
the forms of the Notes annexed hereto as Exhibit A shall constitute, and are
hereby expressly made, a part of this Indenture. To the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.
Section 2.03. [Not Applicable]"
(b) Article Two of the Indenture is hereby supplemented and amended,
solely with respect to the Notes, by adding thereto at the end thereof the
following new Sections 2.06, 2.07, 2.08, 2.09, 2.10, 2.11, and 2.12:
"Section 2.06. Maturity. Unless a Tax Event Redemption occurs, the
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entire principal amount of the Notes will mature and become due and payable
together with any accrued and unpaid interest thereon, including compound
interest, if any, on May 15, 2006 (the "Maturity Date")."
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"Section 2.07. Global Notes. If distributed to holders of
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Preferred Securities in connection with the involuntary or voluntary
liquidation and dissolution of the Trust:
(i) If the Preferred Securities are held in book-entry form,
the Initial Notes may be presented to the Trustee by the Property
Trustee in exchange for a Global Security in the form of Exhibit
A in an aggregate principal amount equal to all Outstanding Notes
(a "Global Note"). The Depositary for the Global Note will be The
Depositary Trust Company, as depositary (the "Depositary"). The
Global Note will be registered in the name of the Depositary or
its nominee, Cede & Co., and delivered by the Trustee to the
Depositary or a custodian appointed by the Depositary for
crediting to the accounts of its participants pursuant to the
instructions of the Property Trustee. The Company upon any such
presentation shall execute a Global Note in such aggregate
principal amount and deliver the same to the Trustee for
authentication and delivery in accordance with the Indenture and
this First Supplemental Indenture. Payments on the Notes issued
as a Global Note will be made to the Depositary or its nominee.
(ii) If any Preferred Securities are held in non book-entry
certificated form ("Non Book-Entry Preferred Securities"), the
Initial Notes may be presented to the Trustee by the Property
Trustee, and such Non Book-Entry Preferred Securities will be
deemed to represent beneficial interests in Notes presented to
the Trustee by the Property Trustee having an aggregate principal
amount equal to the aggregate liquidation amount of the Non
Book-Entry Preferred Securities until the Preferred Security
Certificates representing such Non Book-Entry Preferred
Securities are presented to the Security Registrar for transfer
or reissuance, at which time such Preferred Security Certificates
will be canceled and a Note registered in the name of the holder
of the Preferred Security Certificate or the transferee of the
holder of such Preferred Security Certificate, as the case may
be, with an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Security Certificate canceled
will be executed by the Company and delivered to the Trustee for
authentication and delivery in accordance with the Indenture and
this First Supplemental Indenture. On issue of such Notes, Notes
with an equivalent aggregate principal amount that were presented
by the Property Trustee to the Trustee will be deemed to have
been canceled.
(iii) Unless and until it is exchanged for the Notes in
registered form, a Global Note may be transferred, in whole but
not in part, only to another nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a
nominee of such successor Depositary.
(iv) If (a) at any time the Depositary for Global Notes notifies
the Company that it is unwilling or unable to continue as
Depositary for such Global Notes or if at any time the Depositary
for such Global Notes shall no longer be a clearing agency
registered or in good standing under the Exchange Act or other
applicable statute or regulation, and a successor Depositary for
such Global Notes is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such
condition, as the case may be, or (b) the Company determines in
its sole discretion that the
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Notes shall no longer be represented by one or more Global Notes
and delivers to the Trustee an Officers' Certificate evidencing
such determination, then the Company will execute and the
Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver Notes
of like tenor in definitive registered form, in authorized
denominations, and in aggregate principal amount equal to the
principal amount of the Global Notes in exchange for such Global
Notes. Upon the exchange of Global Notes for such Notes in
definitive registered form without coupons, in authorized
denominations, the Global Notes shall be canceled by the Trustee.
Such Notes in definitive registered form issued in exchange for
Global Notes pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall make
available for delivery such Notes to the Persons in whose names
such Notes are so registered.
"Section 2.08. Interest. (a) Each Note will bear interest at the
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rate of 7.00% per annum from May 9, 2001 until February 15, 2004, and at the
Reset Rate thereafter, payable quarterly in arrears on February 15, May 15,
August 15 and November 15 of each year, commencing August 15, 2001 (each an
"Interest Payment Date").
(b) The Regular Record Dates for the payment of interest on the
Notes on any Interest Payment Date, shall be (i) as long as the Notes are
represented by a Global Note or the Initial Notes, the Business Day preceding
each Interest Payment Date or (ii) if the Notes are issued pursuant to Section
2.07(ii) above, on the date chosen by the Company, provided that any such date
shall be more than one but less than 60 Business Days prior to each Interest
Payment Date.
(c) The interest rate on the Notes outstanding on and after the
Remarketing Date will be reset on the third Business Day immediately preceding
February 14, 2004, to the Reset Rate; provided, however, if there has been a
Failed Remarketing, the interest rate shall not be reset unless and until there
has been a successful Remarketing in accordance with Section 5.2 of the Purchase
Contract Agreement.
(d) The amount of interest payable on the Notes for any period will
be computed (i) for any full quarterly period on the basis of a 360-day year of
twelve 30-day months and (ii) for any period shorter than a full quarterly
period, on the basis of a 30-day month and, for any period less than a month, on
the basis of the actual number of days elapsed per 30-day month. In the event
that any date on which interest is payable on the Notes is not a Business Day,
then payment of the interest payable on such date will be made on the next day
that is a Business Day (and without interest or other payment in respect of any
such delay), except that, if such Business Day is in the next calendar year,
then such payment will be made on the preceding Business Day."
"Section 2.09. Redemption. (a) If a Tax Event occurs and is
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continuing, the Company may, at its option, redeem the Notes in whole (but not
in part), at a price equal to, for each Note, the Redemption Amount, plus
accrued and unpaid interest thereon to the Tax Event
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Redemption Date. The aggregate Redemption Amount, plus the aggregate accrued and
unpaid interest, shall be paid prior to 12:00 noon, New York City time, on the
Tax Event Redemption Date or such earlier time as the Company determines,
provided that the Company shall have deposited with the Trustee an amount
sufficient to pay the aggregate Redemption Price by 10:00 a.m. on the Tax Event
Redemption Date."
(b) Except as provided in Section 2.09(a), the Company will have no
right to redeem the Notes.
(c) The Notes will not be subject to a sinking fund provision."
"Section 2.10. Paying Agent; Security Registrar. If the Notes
---------------------------------
are issued in certificated form, the Paying Agent and the Security Registrar
for the Notes shall be the Property Trustee."
"Section 2.11. Extension of Interest Payment Period. (a) The Company
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shall have the right, at any time and from time to time, to defer payments of
interest by extending the interest payment period of the Notes for a period (the
"Extension Period") not exceeding the Maturity Date (the "Maximum Deferral
Period"), during which Extension Period no interest shall be due and payable,
provided, however that any Extension Period may not extend beyond the Maturity
Date and must end on an Interest Payment Date. Prior to the expiration of any
Extension Period, the Company may further extend such period, provided that such
period together with all such previous and further extensions thereof shall not
exceed the Maximum Deferral Period or extend beyond the Maturity Date and must
end on an Interest Payment Date. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this Section 2.11, will bear interest
thereon at the rate of 7.00% compounded quarterly for each quarter of the
Extension Period ("Compounded Interest"). At the end of the Extension Period,
the Company shall pay all interest accrued and unpaid on the Notes and
Compounded Interest (together, "Deferred Interest") that shall be payable to the
Holders of the Notes in whose names the Notes are registered in the Security
Register on the first Regular Record Date after the end of the Extension Period.
Upon termination of any Extension Period and the payment of all Deferred
Interest then due, the Company may commence a new Extension Period, subject to
the foregoing requirements. No interest shall be due and payable during an
Extension Period except at the end thereof, but the Company, at its option, may
prepay on any Interest Payment Date all or any portion of the interest accrued
during the then elapsed portion of an Extension Period.
(b) The Company shall give written notice to the Trustee of its
election of any Extension Period (or any further extension thereof) at least
five Business Days before the earlier of (i) the date the interest on the Notes
would have been payable except for the election to begin or extend the Extension
Period; (ii) the date the Trustee is required to give notice to any securities
exchange or to Holders of Notes of the Record Date or the Interest Payment Date,
and (iii) the Record Date."
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"Section 2.12. Expenses. In connection with the issuance of the
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Notes to the Trust in exchange for the Preferred Securities and Common
Securities by the Trust, the Company will:
(a) pay for all costs and expenses relating to the issuance and
exchange of the Notes, including compensation of the Trustee under the
Indenture in accordance with the provisions of Section 6.07 of the
Indenture; and
(b) pay for all costs and expenses of the Trust, including, but not
limited to, costs and expenses relating to the organization of the Trust,
the issuance and exchange of the Trust Securities; the fees and expenses of
the Property Trustee (including, without limitation, those incurred in
connection with the enforcement by the Property Trustee of the rights of
the holders of the Preferred Securities), the Delaware Trustee and the
Regular Trustees; the costs and expenses relating to the operation of the
Trust (including, without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and
other telecommunications expenses); and costs and expenses incurred in
connection with the acquisition, financing and disposition of Trust assets;
(c) be primarily liable for any indemnification obligations arising
with respect to the Declaration; and
(d) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs
and expenses with respect to such taxes of the Trust."
SECTION 6. Amendments to Article Ten. Article Ten of the Indenture
--------------------------
is hereby supplemented and amended, solely with respect to the Notes, by adding
thereto at the end thereof the following new Sections 10.09 and 10.10:
"Section 10.09. Additional Covenants Relating to the Notes. If an
-------------------------------------------
Event of Default occurs, or there has occurred a Guarantee Event of Default, or
an Extension Period as contemplated by Section 2.11 has commenced and is
continuing, then the Company may not:
(a) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of
the Company's capital stock other than stock dividends which consist of
stock of the same class as that on which the dividends are being paid;
(b) make any payment of principal, or premium, if any, on or
interest on or repay, repurchase or redeem any debt securities that rank on
a parity with or junior in interest to the Notes, except, in the case of an
Extension Period, payments as contemplated herein;
(c) make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any subsidiary of the Company, including
any guarantees to be
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issued by the Company with respect to debt of other trusts or entities
similar to the Trust, if such guarantee ranks on a parity with or junior in
interest to the Notes, except, in the case of Extension Period, payments as
contemplated herein;
(d) Notwithstanding anything to the contrary contained herein,
nothing contained herein shall be deemed to limit the ability of the
Company to:
(i) make payments of principal, interest or premium, if any, on
or repay, repurchase or redeem any debt securities that rank
senior in interest to the Notes and to make guarantee
payments with respect to any guarantee by the Company of the
debt of any subsidiary of the Company if such guarantee
ranks senior in interest to the subordinated notes; (ii)
declare or pay any dividends or distributions in shares of,
or options, warrants or rights to subscribe for or purchase
shares of, the Company's Capital stock;
(iii) declare or pay any dividend in connection with any
stockholders' rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase
of any such rights pursuant thereto;
(iv) make any payments under the Guarantee;
(v) effect any reclassification of the Company's capital stock,
or any exchange or conversion of one class of the Company's
capital stock for another class or series of the Company's
capital stock, including, the reverse stock split and
reclassification of the Company's class A common stock and
class B common stock of common stock as described under
"Description of Our Class A and Class B Common
Reverse/Forward Stock Split" and "--Reclassification of Our
Existing Two Classes of Stock into a Single New Class of
Common Stock" in the prospectus contained in the Company's
and the Trust's Registration Statement on Form S-3 filed
April 6, 2001);
(vi) purchase fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being
converted or exchanged; or
(vii) purchases or acquisitions of capital stock of the Company in
connection with the satisfaction by the Company of its
obligations under any employee benefit plans or any other
contract (including severance arrangements) or security
outstanding (other than a contract or security ranking
expressly by its terms on parity with or junior to the
Notes)."
"Section 10.10. Additional Covenants Relating to the Trust. For
-------------------------------------------
as long as the Preferred Securities remain outstanding, the Company will:
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(a) maintain, directly or indirectly, 100% ownership of the Common
Securities, provided that any permitted successor may succeed to the
Company's ownership of the Common Securities;
(b) use its best efforts to cause the Trust:
(i) to remain a statutory business trust under the
Delaware Business Trust Act; and
(ii) to otherwise continue to be classified as a grantor
trust for United Sates federal income tax purposes and
(iii) not to cause, as sponsor of the Trust, or to permit,
as the holder of Common Securities, the dissolution,
liquidation, or winding-up of the Trust, except as
permitted by the Declaration.
SECTION 7. Rights of Holders of Preferred Securities
-----------------------------------------
(a) Preferred Security Holders' Rights. Notwithstanding Section 5.07
-----------------------------------
of the Indenture, if the Property Trustee fails to enforce its rights under the
Notes after a holder of Preferred Securities has made a written request, the
holder of Preferred Securities may, to the fullest extent permitted by law,
institute a legal proceeding directly against the Company to enforce the
Property Trustee's rights under the Indenture without first instituting any
legal proceeding against the Property Trustee or any other Person.
(b) Direct Action. Notwithstanding any other provision of the
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Indenture, for as long as any Preferred Securities remain outstanding, to the
fullest extent permitted by law, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company to pay
interest or principal on the Notes on the date such interest or principal is
otherwise payable (or in the case of redemption, the redemption date), then a
holder of Preferred Securities may institute a proceeding directly against the
Company (a "Direct Action") to enforce payment to such holder of the principal
or interest on Notes having an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder.
(c) Payments Pursuant to Direct Actions. The Company will have the
------------------------------------
right to set off against its obligations to the Trust, as Holder of the Notes,
any payment made to a holder of Preferred Securities in connection with a Direct
Action.
(d) Modifications. So long as any Preferred Securities remain
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outstanding, (i) no amendment to this Indenture shall be made that adversely
affects the holders of the Preferred Securities in any material respect, and no
termination of this Indenture shall occur, and no waiver of any Event of Default
or compliance with any covenant under this Indenture shall be effective, without
the prior consent of the holders of at least a Majority in Liquidation Amount
(as defined in the Declaration) of the Preferred Securities then outstanding
unless and until the principal of (and premium, if any, on) the Notes and all
accrued and unpaid interest thereon have been paid in full, and (ii) no
amendment shall be made to this Article VI of this First Supplemental Indenture
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that would impair the rights of the holders of the Preferred Securities without
the prior consent of the holders of each Preferred Security then outstanding
unless and until the principal of (and premium, if any, on) the Notes and all
accrued and unpaid interest, including thereon have been paid in full.
SECTION 8. Remarketing. Upon a distribution of the Notes upon the
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liquidation and dissolution of the Trust which occurs prior to the Remarketing
of the Preferred Securities pursuant to the Declaration, the Notes shall be
Remarketed in accordance with the Remarketing procedures of the Declaration
where all references in the Remarketing procedures to Preferred Securities shall
be read as references to the Notes, unless the context requires otherwise. Until
such a distribution, or if such distribution occurs after the Remarketing of the
Preferred Securities pursuant to the Declaration, this Section 8 will have no
effect.
SECTION 9. This Supplemental Indenture. This Supplemental Indenture
----------------------------
and the Exhibits hereto shall be construed as supplemental to the Indenture and
shall form a part of it, and the Indenture is hereby incorporated by reference
herein and each is hereby ratified, approved and confirmed.
SECTION 10. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
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GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 11. Counterparts. This Supplemental Indenture may be
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executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
instrument.
SECTION 12. Headings. The headings of this Supplemental Indenture
---------
are for reference only and shall not limit or otherwise affect the meaning
hereof.
SECTION 13. Trustee Not Responsible for Recitals. The recitals
-------------------------------------
herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture.
SECTION 14. Separability. In case any one or more of the provisions
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contained in this Supplemental Indenture or in the Notes shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of the
Supplemental Indenture or of the Notes, but this Supplemental Indenture and the
Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective authorized officers as of the
date first written above.
RAYTHEON COMPANY
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
THE BANK OF NEW YORK, as trustee,
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name:▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Treasurer
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Execution Copy
EXHIBIT A
[FORM OF FACE OF NOTE]
This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a depositary
or a nominee of a depositary. This Global Security is exchangeable for
securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances hereinafter described and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any nominee to a successor of the Depositary
or a nominee of such successor.
REGISTERED
RAYTHEON COMPANY
7.00 % SUBORDINATED NOTE DUE 2006
No._____________ $______________
RAYTHEON COMPANY, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay RC Trust I, or registered assigns, the
principal sum of _______________________ Dollars on May 15, 2006, and to pay
interest on said principal sum from May 9, 2001, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly in arrears on February 15, May 15, August 15 and November 15 of each
year (an "Interest Payment Date") commencing August 15, 2001, at the rate of
7.00% per annum until February 15, 2004, and at the Reset Rate thereafter, until
the principal hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum compounded quarterly. Any
deferred interest shall accrue interest at the rate set forth in the Second
Supplemental Indenture. The amount of interest payable for any period will be
computed (1) for any full quarterly period on the basis of a 360-day year of
twelve 30-day months and (2) for any period shorter than a full quarterly
period, on the basis of a 30-day month and, for any period less than a month, on
the basis of the actual number of days elapsed per 30-day month. In the event
that any date on which interest is payable is not a Business Day, then payment
of the interest payable on such date will be made on the next day that is a
Business Day (and without any interest or other payment in respect of such
delay), except that, if such Business Day is in the next calendar year, then
such payment will be made on the preceding
Business Day. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
referred to on the reverse side hereof, be paid to the Holder in whose name this
Security (or one or more Predecessor Securities, as defined in said Indenture)
is registered at the close of business on the Regular Record Date for such
interest installment, which, shall be the close of business on the Business Day
preceding such Interest Payment Date. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date to be fixed by the Trustee referred to on
the reverse side hereof for the payment of such defaulted interest, notice
whereof shall be given to the Holders of the Security not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Security may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.
Payment of the principal of and premium, if any, and interest on
this Security will be made at the office or agency of the Trustee maintained for
that purpose in such coin or currency of the United States of America that at
the time of payment is legal tender for payment of public and private debts. The
Company may pay principal and interest by check payable in such money mailed to
the Holder's registered address or by wire transfer to a dollar account
designated by the Holder.
Interest on the Securities is deferrable in accordance with the
terms of the First Supplemental Indenture.
The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.
Unless the Certificate of Authentication hereon has been executed by
or on behalf of the Trustee, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. The provisions of
this Security are continued on the reverse side hereof, and such continued
provisions shall for all purposes have the same effect as though fully set forth
at this place.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
RAYTHEON COMPANY
By: /s/
----------------
Name:
Title:
Attest:
--------------------------
Dated:
Trustee's Authentication
This is one of the Notes referred to in the In-
denture.
THE BANK OF NEW YORK
By:
---------------------------
------Name:
Title: Authorized Signatory
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(FORM OF REVERSE OF NOTE)
RAYTHEON COMPANY
7.00% SUBORDINATED NOTE DUE 2006
This Note is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of July 3, 1995, as amended and supplemented
(as amended and supplemented, the "Indenture"), between the Company and The Bank
of New York as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $889,175,300.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
This Security is not subject to any sinking fund, nor may this
Security be redeemed at the option of the Company prior to the Maturity Date
except upon the occurrence of a Tax Event as described below.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth therein.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
If a Tax Event occurs and is continuing, the Company may, at its
option, redeem the Securities in whole (but not in part) at the Redemption
Price. The Redemption Price shall be paid prior to 12:00 noon, New York City
time, on the Tax Event Redemption Date, by check or wire transfer in immediately
available funds at such place and to such account as may be designated by each
such Holder.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities at the time of all series to be affected (voting as a
class). The Indenture also contains provisions permitting the Holders of a
majority in aggregate princi-
A-4
pal amount of the Outstanding Securities of each series at the time, on behalf
of the Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest, if any, on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.
This Security shall be exchangeable for Securities registered in the
names of Persons other than the Depositary with respect to such series or its
nominee only as provided in this paragraph. This Security shall be so
exchangeable if (x) the Depositary is at any time unwilling or unable to
continue as Depositary for such series, (y) the Company executes and delivers to
the Trustee a Company Order providing that this Security shall be so
exchangeable or (z) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Securities so issued in
exchange for this Security shall be of the same series, having the same interest
rate, if any, and maturity and having the same terms as this Security, in
authorized denominations and in the aggregate having the same principal amount
as this Security and registered in such names as the Depositary for such Global
Security shall direct.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of a Security of the series of which this
Security is a part is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office or agency of the
Company in any place where the principal of and premium, if any, and interest,
if any, on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of the series of which this Security is a part are
issuable only in registered form without coupons in denominations of $50 and in
integral multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder in whose name
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this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
This Security shall be governed by and construed in accordance with
the laws of the State of New York, including Section 5-1401 of the New York
General Obligations Law, without regard to principles of conflicts of laws.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Reference is made to the Supplemental Indenture for a complete
statement of the terms and other provisions of the Note and, to the extent this
Note is inconsistent therewith, the Supplemental Indenture shall govern.