<PAGE>
EXHIBIT 4.4
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture")
dated as of March 7, 2000, 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 senior debt securities (the "Securities"),
which term shall include any Securities issued under the Indenture (as defined
below) after the date hereof;
WHEREAS Section 901(7) 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
four series of Securities issued pursuant to the Indenture designated as the
"Floating Rate Notes Due 2002" in initial principal amount of $200,000,000, the
"7.90% Notes Due 2003" in initial principal amount of $800,000,000, the "8.20%
Notes Due 2006" in initial principal amount of $850,000,000 and the "8.30% Notes
Due 2010" in initial principal amount of $400,000,000; 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.
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):
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2
SECTION 1. Definitions. (a) Capitalized terms used herein and
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not defined herein have the meanings ascribed to such terms in the Indenture.
(b) Section 101 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:
"Additional Notes" means Notes Due 2002, Notes Due 2003, Notes
Due 2006 and Notes Due 2010 issued from time to time after the Notes
Closing Date under the terms of this Indenture (other than pursuant to
Section 206, 207 or 305 of this Indenture and other than Exchange
Notes).
"Agent Members" has the meaning provided in Section 206.
"Exchange Notes" means (1) Notes Due 2002, Notes Due 2003,
Notes Due 2006 and Notes Due 2010 issued pursuant to Section 2(a) of
the Registration Rights Agreement and this Indenture in connection
with an Exchange Offer (as defined in the Registration Rights
Agreement) and (2) Additional Notes, if any, issued pursuant to a
registration statement filed with the Securities and Exchange
Commission under the Securities Act.
"Global Notes" has the meaning provided in Section 202.
"Indenture" means the Indenture dated as of July 3, 1995,
between the Company and the Trustee, as supplemented and amended by
the Supplemental Indenture dated as of March 7, 2000, between the
Company and the Trustee.
"Initial Notes" means (1) Notes Due 2002, Notes Due 2003,
Notes Due 2006 and Notes Due 2010 issued pursuant to this Indenture on
the Notes Closing Date and (2) Additional Notes, if any, issued in a
transaction exempt from the registration requirements of the
Securities Act.
"Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act.
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3
"Non-U.S. Person" means a Person who is not a "U.S. person"
(as defined in Regulation S).
"Notes" means four series of Securities, Notes Due 2002, Notes
Due 2003, Notes Due 2006 and Notes Due 2010. Each series of Notes
shall include the Initial Notes and the Exchange Notes of such series,
which together shall constitute one series of Securities for the
purposes of this Indenture.
"Notes Closing Date" means March 7, 2000.
"Notes Due 2002" means a series of Securities issued pursuant to
this Indenture designated Floating Rate Notes Due 2002, in initial
principal amount of $200,000,000.
"Notes Due 2003" means a series of Securities issued pursuant to
this Indenture designated 7.90% Notes Due 2003, in initial principal
amount of $800,000,000.
"Notes Due 2006" means a series of Securities issued pursuant to
this Indenture designated 8.20% Notes Due 2006, in initial principal
amount of $850,000,000.
"Notes Due 2010" means a series of Securities issued pursuant to
this Indenture designated 8.30% Notes Due 2010, in initial principal
amount of $400,000,000.
"Offshore Global Notes" has the meaning provided in Section
202.
"Offshore Physical Notes" has the meaning provided in Section
202.
"Physical Notes" has the meaning provided in Section 202.
"Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 204(a).
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Purchase Agreement" means (1) with respect to the Initial
Notes issued on the Notes Closing Date, the Purchase Agreement dated
March 2, 2000, among the
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4
Company and the Initial Purchasers (as defined in the Purchase
Agreement) as of the Notes Closing Date and (2) with respect to each
issuance of Additional Notes, the purchase agreement or underwriting
agreement among the Company and the Persons purchasing such Additional
Notes.
"Registration Rights Agreement" means (1) with respect to the
Initial Notes on the Notes Closing Date, the Registration Rights
Agreement, dated March 2, 2000, between the Company and Credit Suisse
First Boston Corporation and Morgan Stanley & Co. Incorporated, as
representatives for the Initial Purchasers (as defined in the
Registration Rights Agreement) as of the Notes Closing Date and (2)
with respect to each issuance of Additional Notes issued in a
transaction exempt from the registration requirements of the
Securities Act, the registration rights agreement, if any, among the
Company and the Persons purchasing such Additional Notes under the
related Purchase Agreement.
"Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.
"Regulation S" means Regulation S under the Securities Act.
"Rule 144A" means rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration Statement" has the meaning provided in the
Registration Rights Agreement.
"U.S. Global Notes" has the meaning provided in Section 202.
"U.S. Physical Notes" has the meaning provided in Section 202.
SECTION 2. Creation of the Notes. Pursuant to Section 301 of
---------------------
the Indenture, there are hereby created four new series of Securities designated
as the "Floating Rate Notes Due 2002" in initial principal amount of
$200,000,000, the "7.90% Notes Due 2003" in initial principal amount of
$800,000,000, the "8.20% Notes Due 2006" in initial principal amount of
$850,000,000 and the "8.30% Notes Due 2010" in initial principal amount of
$400,000,000. Each
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5
series of Notes shall include the Initial Notes and the Exchange Notes of such
series, which together shall constitute one series of Securities for purposes of
the Indenture. The interest rate on the Notes could increase by .25% per annum
under certain circumstances, as provided for in the Registration Rights
Agreement.
SECTION 3. Amendments to Article Two.
--------------------------
(a) Sections 202 and 203 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 202. Form of Notes. The Notes and the Trustee's certificate
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of authentication shall be substantially in the form annexed hereto as
Exhibit A, which is hereby incorporated in and expressly made a part of
this Indenture. The Exchange Notes and the Trustee's certificate of
authentication shall be substantially in the form annexed hereto as Annex
B, 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 and Exhibit B 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.
Each series of Notes offered and sold in reliance on Rule 144A shall
be issued initially in the form of one or more permanent global notes in
registered form, substantially in the form set forth in Exhibit A (the
"U.S. Global Notes"), deposited with the Trustee, as custodian for the
-----------------
Depositary, duly executed by the Company and authenticated by the Trustee
as hereinafter provided. The aggregate principal amount of each series of
the U.S. Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, as hereinafter provided.
Each series of Notes offered and sold in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or
more permanent global notes in registered form substantially in the form
set forth in Exhibit A (the "Offshore Global Notes") deposited with the
---------------------
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of each series of the
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6
Offshore Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, as hereinafter provided.
Notes offered and sold in reliance on Regulation D under the
Securities Act shall be issued in the form of permanent certificated
securities in registered form in substantially the form set forth in
Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 206
-------------------
in exchange for interests in the Offshore Global Notes shall be in the form
of permanent certificated securities in registered form substantially in
the form set forth in Exhibit A (the "Offshore Physical Notes").
-----------------------
The Offshore Physical Notes and the U.S. Physical Notes are sometimes
collectively referred to herein as the "Physical Notes." The U.S. Global
--------------
Notes and the Offshore Global Notes are sometimes collectively referred to
herein as the "Global Notes".
------------
Section 203. [Not Applicable]"
(b) Section 204 of Article Two of the Indenture is hereby amended,
solely with respect to the Notes, by replacing it in its entirety with the
following:
"Section 204. Restrictive Legends. (a) Unless and until an Initial
-------------------
Note is exchanged for an Exchange Note in connection with an effective
Registration Statement, or during a period other than the period of the
effectiveness of the Shelf Registration Statement with respect to the
Initial Notes, pursuant to the Registration Rights Agreement (i) each U.S.
Global Note and each U.S. Physical Note shall bear the legend set forth
below on the face thereof and (ii) each Offshore Physical Note and each
Offshore Global Note shall bear the legend set forth below on the face
thereof until at least the 41st day after the Notes Closing Date and
receipt by the Company and the Trustee of a certificate substantially in
the form of Exhibit C hereto.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS,
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A
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7
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR"
(AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
(2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(k)
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO RAYTHEON COMPANY OR ANY
SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE
UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM
THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN
$100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (F) OUTSIDE THE UNITED STATES IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE
EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER
AND SUBMIT THIS NOTE TO THE BANK OF NEW YORK, AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT A U.S.
PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE BANK
OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
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8
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE
REMOVED UPON THE EARLIER OF THE TRANSFER OF THE NOTE EVIDENCED HEREBY
PURSUANT TO CLAUSE 2(E) ABOVE OR ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
(b) Each Global Note, whether or not an Exchange Note, shall also
bear the following legend on the face thereof:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 207 OF THE INDENTURE."
(c) 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 206, 207 and 208:
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9
[GRAPHIC OMITTED]
"Section 206. Book-Entry Provisions for Global Notes. (a) The U.S.
--------------------------------------
Global Notes and Offshore Global Notes initially shall (i) be registered in
the name of the Depositary for such Global Notes or the nominee of such
Depositary, (ii) be delivered to the Trustee as custodian for such
Depositary and (iii) bear legends as set forth in Section 204.
Members of, or participants in, the Depositary (the "Agent Members")
-------------
shall have no rights under this Indenture with respect to any Global Note
held on their behalf by the Depositary, or the Trustee as its custodian, or
under the Global Note and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner
of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.
(b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to the Depositary, its successor or
their respective nominees. Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and procedures of the
Depositary and the provisions of Section 207. In addition, U.S. Physical
Notes and Offshore Physical Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in the U.S. Global Notes
or the Offshore Global Notes, respectively, if (i) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for
the U.S. Global Notes or the Offshore Global Notes, as the case may be, and
a successor depositary is not appointed by the Company within 90 days of
such notice or (ii) an Event of Default has occurred and is continuing and
the Security Registrar has received a request to the foregoing effect from
the Depositary.
(c) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in
the other Global Note will, upon transfer, cease to be an interest in such
Global Note and become an interest in the other Global Note and,
accordingly, will thereafter be
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10
subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as
it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial
interests in a U.S. Global Note or Offshore Global Note to beneficial
owners pursuant to paragraph (b) of this Section, the Security Registrar
shall reflect on its books and records the date and a decrease in the
principal amount of the U.S. Global Notes or Offshore Global Notes, as the
case may be, in an amount equal to the principal amount of the beneficial
interest in such Global Notes to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more U.S.
Physical Notes or Offshore Physical Notes, as the case may be, of like
tenor and amount.
(e) In connection with the transfer of the entire U.S. Global Note or
Offshore Global Note to beneficial owners pursuant to paragraph (b) of this
Section, the U.S. Global Note or Offshore Global Note, as the case may be,
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the U.S. Global Note or Offshore Global Note, as the
case may be, an equal aggregate principal amount of U.S. Physical Notes or
Offshore Physical Notes, as the case may be, of authorized denominations.
(f) Any U.S. Physical Note delivered in exchange for an interest in
the U.S. Global Note pursuant to paragraph (b), (d) or (e) of this Section
shall, except as otherwise provided by paragraph (e) of Section 207, bear
the legend regarding transfer restrictions applicable to the U.S. Physical
Note set forth in Section 204.
(g) Any Offshore Physical Note delivered in exchange for an interest
in the Offshore Global Note pursuant to paragraph (b), (d) or (e) of this
Section shall, except as otherwise provided by paragraph (e) of Section
207, bear the legend regarding transfer restrictions applicable to the
Offshore Physical Note set forth in Section 204.
(h) The registered holder of a Global Note may grant proxies and
otherwise authorize any Person,
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11
including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.
(i) Beneficial owners of interests in a U.S. Global Note may receive
U.S. Physical Notes (which shall bear the Private Placement Legend if
required by Section 204) in accordance with the procedures of the
Depositary. In connection with the execution, authentication and delivery
of such U.S. Physical Notes, the Security Registrar shall reflect on its
books and records a decrease in the principal amount of the relevant U.S.
Global Note equal to the principal amount of such U.S. Physical Notes and
the Company shall execute and the Trustee shall authenticate and deliver
one or more U.S. Physical Notes having an equal aggregate principal amount.
Section 207. Special Transfer Provisions. Unless and until an Initial
---------------------------
Note is transferred or exchanged under an effective Registration Statement
pursuant to the Registration Rights Agreement, the following provisions
shall apply:
(a) Transfers to Non-QIB Institutional Accredited Investors. The
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following provisions shall apply with respect to the registration of any
proposed transfer of an Initial Note to any Institutional Accredited
Investor which is not a QIB (excluding Non-U.S. Persons):
(i) The Security Registrar shall register the transfer of any
Initial Note, whether or not such Note bears the Private Placement
Legend, if (x) the requested transfer is after the time period
referred to in Rule 144(k) under the Securities Act as in effect with
respect to such transfer or (y) the proposed transferee has delivered
to the Security Registrar (A) a certificate substantially in the form
of Exhibit D hereto and (B) if the aggregate principal amount of the
Notes being transferred is less than $100,000 at the time of such
transfer, an opinion of counsel acceptable to the Company that such
transfer is in compliance with the Securities Act.
(ii) If the proposed transferor is an Agent Member holding a
beneficial interest in the U.S. Global Note, upon receipt by the
Security Registrar of (x) the documents, if any, required
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12
by paragraph (i) and (y) instructions given in accordance with the
Depositary's and the Security Registrar's procedures, the Security
Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the U.S. Global Note in an amount
equal to the principal amount of the beneficial interest in the U.S.
Global Note to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more U.S. Physical Notes
of like tenor and amount.
(b) Transfers to QIBs. The following provisions shall apply with
-----------------
respect to the registration of any proposed transfer of a U.S. Physical
Note, an interest in a U.S. Global Note or an interest in an Offshore
Global Note prior to the removal of the Private Placement Legend to a QIB
(excluding Non-U.S. Persons):
(i) If the Note to be transferred consists of (x) either (A) an
interest in an Offshore Global Note prior to the removal of the Private
Placement Legend or (B) U.S. Physical Notes, the Security Registrar
shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on the form of
Note stating, or has otherwise advised the Company and the Security
Registrar in writing, that the sale has been made in compliance with
the provisions of Rule 144A to a transferee who has signed the
certification provided for on the form of Note stating, or has
otherwise advised the Company and the Security Registrar in writing,
that it is purchasing the Note for its own account or an account with
respect to which it exercises sole investment discretion and that it
and any such account is a QIB within the meaning of Rule 144A, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the
Company as it has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is
relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A or (y) an interest in
the U.S. Global Notes, the transfer of such interest may be effected
only through the book entry system maintained by the Depositary.
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13
(ii) If the proposed transferee is an Agent Member, and the
Note to be transferred consists of U.S. Physical Notes, upon receipt by
the Security Registrar of the documents referred to in clause (i) and
instructions given in accordance with the Depositary's and the Security
Registrar's procedures, the Security Registrar shall reflect on its
books and records the date and an increase in the principal amount of
the U.S. Global Notes in an amount equal to the principal amount of the
U.S. Physical Notes to be transferred, and the Trustee shall cancel the
U.S. Physical Notes so transferred.
(c) Transfers of Interests in the Offshore Global Notes or Offshore
---------------------------------------------------------------
Physical Notes. The following provisions shall apply with respect to any
--------------
transfer of interests in the Offshore Global Notes or Offshore Physical
Notes:
(i) prior to the removal of the Private Placement Legend from
an Offshore Global Note or Offshore Physical Note pursuant to Section
204, the Security Registrar shall refuse to register such transfer
unless such transfer complies with Section 207(b) or Section 207(d), as
the case may be; and
(ii) after such removal, the Security Registrar shall register
the transfer of any such Note without requiring any additional
certification.
(d) Transfers to Non-U.S. Persons at Any Time. The following
-----------------------------------------
provisions shall apply with respect to any transfer of a Note to a Non-U.S.
Person:
(i) The Security Registrar shall register any proposed
transfer to any Non-U.S. Person if the Note to be transferred is a U.S.
Physical Note or an interest in the U.S. Global Note only upon receipt
of a certificate substantially in the form of Exhibit E from the
proposed transferor.
(ii) (a) If the proposed transferor is an Agent Member holding
a beneficial interest in a U.S. Global Note, upon receipt by the
Security Registrar of (x) the documents required by paragraph (i) and
(y) instructions in accordance with the Depositary's and the Security
Registrar's procedures, the Security Registrar shall reflect
<PAGE>
on its books and records the date and a decrease in the principal
amount of such U.S. Global Note in an amount equal to the principal
amount of the beneficial interest in the U.S. Global Note to be
transferred, and (b) if the proposed transferee is an Agent Member,
upon receipt by the Security Registrar of instructions given in
accordance with the Depositary's and the Security Registrar's
procedures, the Security Registrar shall reflect on its books and
records the date and an increase in the principal amount of the
Offshore Global Note in an amount equal to the principal amount of the
U.S. Physical Notes or the U.S. Global Notes, as the case may be, to
be transferred, and the Trustee shall cancel the Physical Note, if
any, so transferred or decrease the amount of the U.S. Global Note.
(e) Private Placement Legend. (i) Upon the registration of transfer,
------------------------
exchange or replacement of Notes not bearing the Private Placement Legend,
the Security Registrar shall deliver Notes that do not bear the Private
Placement Legend. Upon the registration of transfer, exchange or
replacement of Notes bearing the Private Placement Legend, the Security
Registrar shall deliver only Notes that bear the Private Placement Legend
unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or
(c)(ii) of this Section 207 exist or (ii) there is delivered to the
Security Registrar an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the
related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act.
(ii) After a transfer of any Initial Notes during the period of
the effectiveness of the Shelf Registration Statement with respect to
such Initial Notes, all requirements pertaining to the Private
Placement Legend on such Initial Notes shall cease to apply and the
requirements that any such Initial Notes be issued in global form
shall continue to apply.
(f) General. By its acceptance of any Note bearing the Private
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Placement Legend, each Holder of such a Note acknowledges the restrictions
on transfer of such Note set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture. The Security Registrar shall not register a
transfer of
<PAGE>
15
any Note unless such transfer complies with the restrictions on transfer of
such Note set forth in this Indenture. In connection with any transfer of
Notes, each Holder agrees by its acceptance of the Notes to furnish the
Security Registrar or the Company such certifications, legal opinions or
other information as either of them may reasonably require to confirm that
such transfer is being made pursuant to an exemption from, or a transaction
not subject to, the registration requirements of the Securities Act;
provided that the Security Registrar shall not be required to determine
--------
(but may conclusively rely on a determination made by the Company with
respect to) the sufficiency of any such certifications, legal opinions or
other information.
The Security Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 305 or this
Section 207 in accordance with its customary procedures. The Company shall
have the right to inspect and make copies of all such letters, notices or
other written communications at any reasonable time upon the giving of
reasonable written notice to the Security Registrar.
Section 208. Issuance of Additional Notes. The Company shall be
----------------------------
entitled to issue Additional Notes under this Indenture which shall have
identical terms as the Initial Notes issued on the Notes Closing Date,
other than with respect to the date of issuance and issue price. The
Initial Notes issued on the Notes Closing Date, any Additional Notes and
all Exchange Notes issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture.
With respect to any Additional Notes, the Company shall set forth in a
resolution of the Board of Directors and an Officers' Certificate, a copy
of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Notes
to be authenticated and
delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of
such Additional Notes; provided, however, that no Additional Notes may
-------- -------
be issued at a price that would cause such Additional Notes to have
"original issue discount" within the meaning of Section 1273 of the
Code; and
<PAGE>
16
(3) whether such Additional Notes shall be Notes that bear or
are required to bear the legend set forth in Section 204(a) and issued
in the form of Initial Notes as set forth in Exhibit A or shall be
issued in the form of Exchange Notes as set forth in Exhibit B."
SECTION 4. Amendment to Article Three. The third paragraph of Section
--------------------------
305 of Article Three of the Indenture is hereby supplemented and amended,
solely with respect to the Notes, to read in its entirety as follows:
"Subject to Sections 206 and 207, at the option of the Holder, any
series of Notes may be exchanged for other Securities of such series of any
authorized denominations, of a like aggregate principal amount and Stated
Maturity and of like tenor and terms (including an exchange of Notes for
Exchange Notes), upon surrender of the Notes to be exchanged at such office
or agency. Whenever any Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Notes
which the noteholder making the exchange is entitled to receive; provided,
--------
that no exchanges of Notes for Exchange Notes shall occur until a
Registration Statement shall have been declared effective by the Commission
(confirmed in an Officers' Certificate delivered to the Trustee) and that
any Notes that are exchanged for Exchange Notes shall be canceled by the
Trustee."
SECTION 5. 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 6. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
-------------
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Supplemental Indenture may be 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 8. Headings. The headings of this Supplemental Indenture are
--------
for reference only and shall not limit or otherwise affect the meaning hereof.
<PAGE>
17
SECTION 9. 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 10. Separability. In case any one or more of the provisions
------------
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.
<PAGE>
18
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/ Richard A. Goglia
________________________________
Name: Richard A Goglia
Title: Vice President and
Treasurer
THE BANK OF NEW YORK, as trustee,
by /s/ Michael Culhane
________________________________
Name: Michael Culhane
Title: Vice President
<PAGE>
EXHIBIT A
---------
[Global Notes Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 207 OF
THE INDENTURE.
[Restricted Securities Legend]
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL
ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS
NOTE EXCEPT (A) TO RAYTHEON COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT,
PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF
<PAGE>
THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF
SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE
TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (F) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS NOTE PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
THIS NOTE TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR
OR IS A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE,
AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THE NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE
2(E) ABOVE UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(k) OR
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
A-2
<PAGE>
[FORM OF FACE OF INITIAL NOTE]
RAYTHEON COMPANY
[Floating Rate] [[ ]%] Note Due [ ]
[CUSIP] [CINS] No. [ ]
No. $[ ]
RAYTHEON COMPANY, a Delaware corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to CEDE & CO., or its registered assigns, the
principal sum of [ ] Dollars ($[ ]) on March 1, [ ].
Interest Payment Dates: [March 1 and September 1, commencing
[September 1] [ ]] [ March 1, June 1, September 1, and December 1, commen-
cing [June 1] [ ]].
Regular Record Dates: [February 15 and August 15] [February 15, May
15, August 15 and November 15].
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture dated as of July 3, 1995, as supplemented and
amended by the Supplemental Indenture dated as of March 7, 2000 (as so
supplemented and amended, the "Indenture"). This Note is one of four series of
Securities of the Company issued pursuant to the Indenture and is designated as
the [Floating Rate] [[ ]%] Notes Due [ ] (hereinafter referred to
as the "Notes"), in initial principal amount of $[ ].
A-3
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Date: RAYTHEON COMPANY
By: _________________________
[SEAL]
Attest:
___________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK
As Trustee
By:___________________________
Authorized Officer
A-4
<PAGE>
[FORM OF REVERSE SIDE OF INITIAL NOTE]
RAYTHEON COMPANY
[Floating Rate] [[ ]%] Note Due [ ]
1. Principal and Interest.
Raytheon Company, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] Dollars [($ )] on March 1, [ ], [and to pay
interest thereon from, and including, March 7, 2000 to, but excluding, June 1,
2000, at a rate per annum equal to 6.75% (the "Initial Interest Rate") and
thereafter at a rate per annum equal to LIBOR (as defined below) plus .63%,
until the principal hereof is paid or made available for payment, payable
quarterly in arrears on March 1, June 1, September 1 and December 1, commencing
on June 1; provided, however, that if any Interest Payment Date (other than the
-------- -------
Stated Maturity or a redemption date) would fall on a day that is not a Business
Day, such Interest Payment Date will be the following day that is a Business
Day, except that if such Business Day is in the next succeeding calendar month,
such Interest Payment Date shall be the next preceding Business Day. If the
Stated Maturity or a redemption date falls on a day that is not a Business Day,
the payment of principal and interest on this Note due on such date will be made
on the next succeeding Business Day, and no interest on such payment shall
accrue for the period from and after the Stated Maturity or such redemption
date.] [and to pay interest thereon from March 7, 2000, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually in arrears on March 1 and September 1 in each year, commencing
September 1, 2000, at the rate of [ ]% per annum, until the principal hereof is
paid or made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of [ ]% per annum on any
overdue principal and premium and on any overdue installment of interest. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the February 15 or August 15 (whether or not a Business Day), as the case may
be, next
A-5
<PAGE>
preceding such Interest Payment Date.] Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Notes not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in New York, New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
--------
however, that at the option of the Company payment of interest may be made by
-------
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.
[The rate of interest on this Note will be reset quarterly (the
"Interest Reset Period," and the first day of each Interest Reset Period being
an "Interest Reset Date"). The Interest Reset Dates will be March 1, June 1,
September 1 and December 1, commencing June 1, 2000; provided, however, that
the interest rate in effect from the date of original issue to the first
Interest Reset Date will be the Initial Interest Rate. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding Business Day, except that if
such Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the next preceding Business Day. As used herein, "Business Day"
means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or
regulation to close in The City of New York and that is also a day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
Interest payments on this Note shall be the amount of interest accrued
from, and including, the date of original issue or from, and including, the
last date to which interest has been paid to, but excluding, the Interest
Payment Date, the Stated Maturity or a redemption date, as the case may be.
A-6
<PAGE>
Accrued interest on this Note shall be calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor will be computed by adding the interest factors calculated for each day
in the period for which interest is being paid. The interest factor for each
such day is computed by dividing the interest rate applicable to such day by
360. All percentages used in or resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one-hundred-
thousandth of a percentage point (.0000001), with five one-millionths of a
percentage point rounded upward, and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent, with one-half cent
rounded upward. The interest rate in effect on any Interest Reset Date will be
the applicable rate as reset on such date. The interest rate applicable to any
other day is the interest rate from the immediately preceding Interest Reset
Date (or, if none, the Initial Interest Rate).
The "Interest Determination Date" pertaining to an Interest Reset Date
will be the second London Banking Day preceding such Interest Reset Date.
"London Banking Day" means any day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market.
"LIBOR" for each Interest Reset Date will be determined by The Bank
of New York (together with its successors and assigns as calculation agent for
this Note, the "Calculation Agent") as follows:
(i) As of each Interest Determination Date, the Calculation Agent
will determine LIBOR as the rate for deposits in U.S. dollars for a period
of three months, commencing on such Interest Determination Date, that
appears on Page 3750 on Bridge Telerate Inc., or any successor page, at
approximately 11:00 a.m., London time, on such Interest Determination Date.
If no rate appears, LIBOR in respect of such Interest Determination Date
will be determined as described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate
appears, the Calculation Agent will request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent (after consultation with the Company), to
provide the Calculation Agent with its offered quotations for deposits in
U.S. dollars for a period of three months, commencing on the second London
Banking Day immediately following such Interest Determination Date, to
prime
A-7
<PAGE>
banks in the London interbank market at approximately 11:00 a.m., London
time, on such Interest Determination Date and in a principal amount that is
representative of a single transaction in U.S. dollars in such market at
such time. If at least two such quotations are provided, LIBOR will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR in respect of that Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 a.m., New York
time, on the Interest Reset Date by three major banks in New York City
selected by the Calculation Agent (after consultation with the Company) for
loans in U.S. dollars to leading European banks, for a period of three
months, commencing on the Interest Reset Date and in a principal amount
that is representative of a single transaction in U.S. dollars in such
market at such time; provided, however, that if the banks selected as
-------- -------
aforesaid by the Calculation Agent are not quoting rates as mentioned in
this sentence, LIBOR for such Interest Reset Period will be the same as
LIBOR for the immediately preceding Interest Reset Period (or, if there was
no such Interest Reset Period, the rate of interest payable on this Note
for such Interest Reset Period shall be the Initial Interest Rate).]
See paragraph 10 below for a description of circumstances under which
Additional Interest may accrue on this Note.
2. Paying Agent and Registrar.
--------------------------
Initially, the Trustee will be the Paying Agent and the Security
Registrar with respect to this Note. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Security Registrar,
to appoint additional or other Paying Agents and other Security Registrars and
to approve any change in the office through which any Paying Agent or Security
Registrar acts; provided that there will at all times be a Paying Agent in The
--------
City of New York.
3. Redemption.
----------
[The Notes will not be redeemable.]
[The Notes will be redeemable as a whole at any time or in part from
time to time, at the option of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Notes and (ii) the sums of
the present values of the remaining scheduled
A-8
<PAGE>
payments of principal and interest thereon from the redemption date to March 1,
[ ], discounted to the redemption date on a semiannual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Rate plus [20][25]
basis points plus, in either case, any interest accrued but not paid to the date
of redemption. Notice of any redemption will be mailed at least 30 days but no
more than 60 days before the redemption date to each holder of the Notes to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption. The Notes will not be subject to any sinking fund
provision.
Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of the Notes to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption.
"Treasury Rate" means, with respect to any redemption date for the
Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.
A-9
<PAGE>
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date
for the Notes, (i) the average of four Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations .
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated and two other primary U.S.
Government securities dealers in New York City (each, a "Primary Treasury
Dealer") appointed by the Trustee in consultation with the Company; provided,
--------
however, that if any of the foregoing shall cease to be a Primary Treasury
-------
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.]
4. Denominations; Transfer; Exchange.
---------------------------------
The Notes are issuable in registered form without coupons, in
denominations of $1,000 and integral multiples thereof. The Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
A-10
<PAGE>
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for a like aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture.
No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax, assessment
or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
5. Amendment; Supplement; Waiver.
-----------------------------
The Indenture contains provisions permitting the Company and the
Trustee, with certain exceptions as therein provided, without the consent of the
Holders of a majority in principal amount of the outstanding Securities of each
series to be affected, to evidence the succession of another Person to the
Company; to add to the covenants of the Company for the benefit of the Holders
of all or any series of Securities or to surrender any rights or power upon the
Company; to add any additional Event of Default; to add to or change certain
provisions of the Indenture; to secure the Securities; to establish the form or
terms of Securities of any series; to evidence and provide for the acceptance of
any successor Trustee; and to cure any ambiguity or to correct or supplement any
provision in the Indenture which may be inconsistent with any other provision
therein.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of a majority in principal amount of
the outstanding Securities of each series to be affected, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the Holders of the
Securities of such series to be affected, except that no such supplemental
indenture may, without the consent of all of the Holders of affected Securities,
among other things, change the fixed maturity of any Securities or reduce the
aforesaid percentage in principal amount of Securities of any series
A-11
<PAGE>
the consent of the Holders of which is required for any such supplemental
indenture.
The Indenture also permits the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series 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 and their
consequences with respect to such series under the Indenture. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note 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 Note or such other
Note.
6. Restrictive Covenants.
---------------------
The Indenture imposes certain limitations of (i) the ability of the
Company or its Significant Subsidiaries to suffer to exist or incur Liens, (ii)
the ability of the Company or its Significant Subsidiary to enter into
transactions involving any sale and leaseback of any Principal Property and
(iii) the ability of the Company to merge, consolidate or transfer substantially
all of its assets.
7. Defaults and Remedies.
---------------------
The Indenture provides that, if an Event of Default specified therein
with respect to any series of Securities shall have happened and be continuing,
either the Trustee or the Holders of 25% in aggregate principal amount of such
series of Securities (or 25% in aggregate principal amount of all outstanding
Securities under the Indenture, in the case of certain Events of Default
affecting all series of Securities under the Indenture) may declare the
principal of all such series of Securities to be due and payable.
Events of Default in respect of the Securities of any series are
provided in the Indenture and include: (i) default in the payment of any
interest on any Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; (ii) default in the payment
of principal of, or premium, if any, on any Security of that series when it
shall become due and payable; (iii) failure to deposit any sinking fund payment
when and as due by the terms of a Security of that series; (iv) failure to
perform any other covenants or agreements of the Company in the Indenture (other
than
A-12
<PAGE>
covenants or agreements included in the Indenture solely for the benefit of a
series or series of Securities thereunder other than that series) and
continuance of such default for a period of 60 days after either the Trustee or
the Holders of at least 25% of the principal amount of the Outstanding
Securities of that series have given written notice in the manner provided for
therein specifying such failure as provided in the Indenture; (v) certain events
of bankruptcy, insolvency or reorganization of the Company; and (vi) any other
Event of Default provided with respect to Securities of that series. If an Event
of Default occurs with respect to Securities of any series, the Trustee shall
give the Holders of the Securities of such series notice of such default,
provided, however, that in the case of a default described in (iv) above, no
-------- -------
such notice to Holders shall be given until at least 30 days after the
occurrence thereof.
If an Event of Default with respect to the Securities of any series at
the time outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Securities of any series has been made, but before
a judgment or decree based on acceleration has been obtained, the Holders of a
majority of the aggregate principal amount of Outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration.
The Indenture provides that the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series may direct the
time, method and place of conducting proceedings for remedies available to the
Trustee or exercising any trust or power conferred on the Trustee in respect of
such series, subject to certain conditions.
8. Authentication.
--------------
This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.
9. Defeasance.
----------
The Indenture provides that the Company may elect either (i) to
defease and be discharged from any and all obligations in respect of a series of
Securities then outstanding (except for certain obligations to register the
A-13
<PAGE>
transfer of or exchange of such series of Securities, replace stolen, lost or
mutilated Securities, maintain paying agencies and hold monies for payment in
trust) ("defeasance") or (ii) to be released from its obligations with respect
to such series of Securities under any covenants applicable to such series of
Securities which are determined pursuant to Section 301 of the Indenture to be
subject to covenant defeasance ("covenant defeasance"), and the occurrence of an
event described in clause (iv) under "Events of Default" above (insofar as with
respect to covenants subject to covenant defeasance) shall no longer be an Event
of Default, in the case of either (i) or (ii) if the Company deposits, in trust,
with the Trustee money or U.S. Government Obligations, which through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money, in an amount sufficient, without reinvestment, to pay all the
principal of, premium, if any, and interest on such series of Securities on the
dates such payments are due (which may include one or more redemption dates
designated by the Company) and any mandatory sinking fund or analogous payments
thereon in accordance with the terms of such series of Securities.
10. Exchange Offer; Registration Rights.
-----------------------------------
Pursuant to a Registration Rights Agreement, the Company will file
with the Commission and use its reasonable best efforts to cause to become
effective a Registration Statement with respect to an issue of Notes identical
in all material respects to the Notes and, upon becoming effective, to offer the
Holders of the Notes the opportunity to exchange their Initial Notes for the
Exchange Notes (the "Exchange Offer"). In the event that due to a change in
current interpretations by the Commission, the Company is not permitted to
effect such Exchange Offer, the Company will instead file a Shelf Registration
Statement covering resales by the holders of Notes and will use its reasonable
best efforts to cause such Shelf Registration Statement to become effective and
to keep such Shelf Registration Statement effective for two years from the Notes
Closing Date. The Company shall, in the event a Shelf Registration Statement is
filed, provide to each Holder of the Notes copies of the prospectus and notify
each such Holder when the Shelf Registration Statement has become effective. A
Holder that sells Notes pursuant to a Shelf Registration Statement generally
will be required to be named as a selling security holder in the related
prospectus and to deliver a current prospectus to purchasers, and will be
subject to certain of the civil liability provisions under the Securities Act in
connection with such sales. The Exchange Notes will be issued (i) under the
Indenture or
A-14
<PAGE>
(ii) under an indenture substantially similar to the Indenture, which, in either
event, will provide that the Exchange Notes will not be subject to the transfer
restrictions described in the Indenture.
Pursuant to the Registration Rights Agreement, the Company will use
its reasonable best efforts to: (i) file the Registration Statement or a Shelf
Registration Statement with the Commission within 150 days after the Notes
Closing Date, (ii) have such Registration Statement or Shelf Registration
Statement declared effective by the Commission within 180 days after the Notes
Closing Date and (iii) consummate the Exchange Offer and issue the Exchange
Notes in exchange for all Notes validly tendered in accordance with the terms of
the Exchange Offer within 210 days after the Notes Closing Date, or, in the
alternative, cause such Shelf Registration Statement to remain effective for two
years from the Notes Closing Date.
If the Company fails to comply with the above provisions, additional
interest (the "Additional Interest") shall accrue on this Note as follows:
(i) If the Registration Statement or Shelf Registration Statement
is not filed within 150 days following the Notes Closing Date, then
commencing on the 151st day after the Notes Closing Date, Additional
Interest shall accrue on the outstanding principal amount of this Note
over and above the interest accruing at the rate specified on the face
of this Note at a rate of .25% per annum; or
(ii) If a Registration Statement or Shelf Registration Statement is
not declared effective within 180 days following the Notes Closing
Date, then commencing on the 181st day after the Notes Closing Date,
Additional Interest shall accrue on the outstanding principal amount
of this Note over and above the interest accruing at the rate
specified on the face of this Note at a rate of .25% annum; or
(iii) If either (A) the Company has not exchanged Exchange Notes for
all Notes validly tendered in accordance with the terms of the
Exchange Offer on or prior to 30 days after the date on which the
Registration Statement was declared effective, or (B) if applicable,
the Shelf Registration Statement has been declared effective but such
Shelf Registration Statement ceases to be
A-15
<PAGE>
effective at any time prior to two years from the Notes Closing Date,
then Additional Interest shall accrue on the outstanding principal
amount of this Note over and above the interest accruing at the rate
specified on the face of this Note at a rate of .25% per annum
immediately following the (x) 31st day after such effective date, in
the case of (A) above, or (y) the day such Shelf Registration
Statement ceases to be effective in the case of (B) above;
provided, however, that the Additional Interest rate on this Note shall in no
-------- -------
event exceed .25% per annum; and, provided, further, that (1) upon the filing of
-------- -------
the Registration Statement or Shelf Registration Statement (in the case of (i)
above), (2) upon the effectiveness of the Registration Statement or Shelf
Registration Statement (in the case of (ii) above), or (3) upon the exchange of
Exchange Notes for all Notes tendered or upon the effectiveness of the Shelf
Registration Statement which had ceased to remain effective prior to the
expiration of the holding period referred to in Rule 144(k) (in the case of
(iii) above), Additional Interest on this Note as a result of such clause (i),
(ii) or (iii) shall cease to accrue.
Any amounts of Additional Interest due pursuant to clauses (i), (ii)
or (iii) above will be payable in cash, on the same original payment dates as
other interest due on this Note. The amount of Additional Interest due on this
Note will be determined by multiplying the applicable Additional Interest rate
by the outstanding principal amount of this Note, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.
If the Company effects the Exchange Offer, the Company will be
entitled to close the Exchange Offer provided that the Company has accepted all
Notes theretofore validly tendered in accordance with the terms of the Exchange
Offer. Notes not tendered in the Exchange Offer shall bear interest at the same
rates in effect at the time of issuance of the Notes.
11. Obligation To Pay Interest Absolute.
-----------------------------------
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and any premium of and
A-16
<PAGE>
any interest on this Note at the place, rate and respective times and in the
coin or currency herein and in the Indenture prescribed.
12. Holders' Compliance with Registration Rights Agreement.
------------------------------------------------------
Each Holder of a Note, by acceptance thereof, acknowledges and agrees
to the provisions of the Registration Rights Agreement, including, without
limitation, the obligations of the Holders with respect to a registration and
the indemnification of the Company to the extent provided therein.
13. Governing Law.
-------------
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
14. Abbreviations.
-------------
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to Raytheon
Company, 141 Spring Street, Lexington, Massachusetts 02420, Attention of General
Counsel.
A-17
<PAGE>
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
----------------------------------
________________________________________________________________________________
Please print or typewrite name and address including zip code of assignee
________________________________________________________________________________
this Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________ attorney to transfer said Note on the books of the
Company with full power of substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
NOTES OTHER THAN EXCHANGE NOTES,
UNLEGENDED OFFSHORE GLOBAL NOTES AND
UNLEGENDED OFFSHORE PHYSICAL NOTES]
In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date the shelf registration statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:
[Check One]
---------
[ ](a) this Note is being transferred in compliance with the exemption from
registration under the Securities Act of 1933 provided by Rule 144A
thereunder.
or
--
[ ](b) this Note is being transferred other than in accordance with (a) above
and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.
If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Note in the name of any Person
other than the Holder
A-18
<PAGE>
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Section 207 of the Indenture shall have been satisfied.
Date:____________________ _________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within-mentioned
instrument in every particular, without
alteration or any change whatsoever.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933 and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Date:____________________ ________________________________________
NOTICE: To be executed by an executive
officer
A-19
<PAGE>
EXHIBIT B
[Global Notes Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 207 OF
THE INDENTURE.
<PAGE>
[FORM OF FACE OF EXCHANGE NOTE]
RAYTHEON COMPANY
[Floating Rate] [[ ]%] Exchange Note Due [ ]
[CUSIP] [CINS] No. [ ]
No. $[ ]
RAYTHEON COMPANY, a Delaware corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to CEDE & CO., or its registered assigns, the
principal sum of [ ] Dollars ($[ ]) on March 1, [ ].
Interest Payment Dates: [March 1 and September 1, commencing
[September 1] [ ]] [[March 1, June 1, September 1 and December 1, commencing
[June 1] [ ]].
Regular Record Dates: [February 15 and August 15].
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture dated as of July 3, 1995, as supplemented and
amended by the Supplemental Indenture dated as of March 7, 2000 (as so
supplemented and amended, the "Indenture"). This Note is one of four series of
Securities of the Company issued pursuant to the Indenture and is designated as
the [Floating Rate ] [[ ]%] Exchange Notes Due [ ] (hereinafter referred to as
the "Exchange Notes"), in initial principal amount of $[ ].
B-2
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.
Date: RAYTHEON COMPANY
By:_________________________
Executive Vice President
[SEAL]
Attest:
____________________________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK
As Trustee
By:____________________________
Authorized Officer
B-3
<PAGE>
[FORM OF REVERSE SIDE OF EXCHANGE NOTE]
RAYTHEON COMPANY
[Floating Rate] [[ ]%] Exchange Note Due [ ]
1. Principal and Interest.
----------------------
Raytheon Company, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] Dollars [($ )] on March 1, [ ], [and to pay
interest thereon from, and including, March 7, 2000 to, but excluding, June 1,
2000, at a rate per annum equal to 6.75% (the "Initial Interest Rate") and
thereafter at a rate per annum equal to LIBOR (as defined below) plus .63%,
until the principal hereof is paid or made available for payment, payable
quarterly in arrears on March 1, June 1, September 1 and December 1, commencing
on June 1; provided, however, that if any Interest Payment Date (other than the
-------- -------
Stated Maturity or a redemption date) would fall on a day that is not a Business
Day, such Interest Payment Date will be the following day that is a Business
Day, except that if such Business Day is in the next succeeding calendar month,
such Interest Payment Date shall be the next preceding Business Day. If the
Stated Maturity or a redemption date falls on a day that is not a Business Day,
the payment of principal and interest on this Exchange Note due on such date
will be made on the next succeeding Business Day, and no interest on such
payment shall accrue for the period from and after the Stated Maturity or such
redemption date.] [and to pay interest thereon from March 7, 2000, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on March 1 and September 1 in each year,
commencing September 1, 2000, at the rate of [ ]% per annum, until the
principal hereof is paid or made available for payment, and (to the extent that
the payment of such interest shall be legally enforceable) at the rate of [ ]%
per annum on any overdue principal and premium and on any overdue installment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Exchange Note (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the February 15 or August 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.] Any such
interest
B-4
<PAGE>
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Exchange Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Exchange Notes not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Exchange Notes may
be listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
Payment of the principal of and interest on this Exchange Note will be
made at the office or agency of the Company maintained for that purpose in New
York, New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
-------- -------
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
[The rate of interest on this Exchange Note will be reset quarterly
(the "Interest Reset Period," and the first day of each Interest Reset Period
being an "Interest Reset Date"). The Interest Reset Dates will be March 1, June
1, September 1 and December 1, commencing June 1, 2000; provided, however, that
the interest rate in effect from the date of original issue to the first
Interest Reset Date will be the Initial Interest Rate. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding Business Day, except that if such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the next preceding Business Day. As used herein, "Business Day" means
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law or
regulation to close in The City of New York and that is also a day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
Interest payments on this Exchange Note shall be the amount of
interest accrued from, and including, the date of original issue or from, and
including, the last date to which interest has been paid to, but excluding, the
Interest Payment Date, the Stated Maturity or a redemption date, as the case may
be.
B-5
<PAGE>
Accrued interest on this Exchange Note shall be calculated by multiplying
the principal amount hereof by an accrued interest factor. Such accrued interest
factor will be computed by adding the interest factors calculated for each day
in the period for which interest is being paid. The interest factor for each
such day is computed by dividing the interest rate applicable to such day by
360. All percentages used in or resulting from any calculation of the rate of
interest on this Exchange Note will be rounded, if necessary, to the nearest
one-hundred-thousandth of a percentage point (.0000001), with five one-
millionths of a percentage point rounded upward, and all dollar amounts used in
or resulting from such calculation will be rounded to the nearest cent, with
one-half cent rounded upward. The interest rate in effect on any Interest Reset
Date will be the applicable rate as reset on such date. The interest rate
applicable to any other day is the interest rate from the immediately preceding
Interest Reset Date (or, if none, the Initial Interest Rate).
The "Interest Determination Date" pertaining to an Interest Reset Date
will be the second London Banking Day preceding such Interest Reset Date.
"London Banking Day" means any day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market.
"LIBOR " for each Interest Reset Date will be determined by The Bank
of New York (together with its successors and assigns as calculation agent for
this Exchange Note, the "Calculation Agent") as follows:
(i) As of each Interest Determination Date, the Calculation
Agent will determine LIBOR as the rate for deposits in U.S. dollars for a
period of three months, commencing on such Interest Determination Date, that
appears on Page 3750 on Bridge Telerate Inc., or any successor page, at
approximately 11:00 a.m., London time, on such Interest Determination Date.
If no rate appears, LIBOR in respect of such Interest Determination Date will
be determined as described in (ii) below.
(ii) With respect to an Interest Determination Date on which no
rate appears, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent (after consultation with the
Company), to provide the Calculation Agent with its offered quotations for
deposits in U.S. dollars for a period of three months, commencing on the
second London Banking Day immediately following such Interest Determination
Date, to prime
B-6
<PAGE>
banks in the London interbank market at approximately 11:00 a.m.,
London time, on such Interest Determination Date and in a principal
amount that is representative of a single transaction in U.S. dollars
in such market at such time. If at least two such quotations are
provided, LIBOR will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBOR in respect of that
Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., New York time, on the Interest
Reset Date by three major banks in New York City selected by the
Calculation Agent (after consultation with the Company) for loans in
U.S. dollars to leading European banks, for a period of three months,
commencing on the Interest Reset Date and in a principal amount that is
representative of a single transaction in U.S. dollars in such market
at such time; provided, however, that if the banks selected as
aforesaid by the Calculation Agent are not quoting rates as mentioned
in this sentence, LIBOR for such Interest Reset Period will be the same
as LIBOR for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable
on this Exchange Note for such Interest Reset Period shall be the
Initial Interest Rate).]
2. Paying Agent and Registrar.
--------------------------
Initially, the Trustee will be the Paying Agent and the Security
Registrar with respect to this Exchange Note. The Company reserves the right at
any time to vary or terminate the appointment of any Paying Agent or Security
Registrar, to appoint additional or other Paying Agents and other Security
Registrars and to approve any change in the office through which any Paying
Agent or Security Registrar acts; provided that there will at all times be a
--------
Paying Agent in The City of New York.
3. Redemption.
----------
[The Exchange Notes will not be redeemable.]
[The Exchange Notes will be redeemable as a whole at any time or in
part from time to time, at the option of the Company, at a redemption price
equal to the greater of (i) 100% of the principal amount of such Exchange Notes
and (ii) the sums of the present values of the remaining scheduled payments of
principal and interest thereon from the redemption date to March 1, [ ],
discounted to the redemption date on a semiannual basis (assuming a 360-day
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<PAGE>
year consisting of twelve 30-day months) at the Treasury Rate plus [20][25]
basis points plus, in either case, any interest accrued but not paid to the date
of redemption. Notice of any redemption will be mailed at least 30 days but no
more than 60 days before the redemption date to each holder of the Exchange
Notes to be redeemed. Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Exchange Notes or portions thereof called for redemption. The Exchange Notes
will not be subject to any sinking fund provision.
Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of Exchange Notes to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Exchange Notes or
portions thereof called for redemption.
"Treasury Rate" means, with respect to any redemption date for the
Exchange Notes, (i) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the
B-8
<PAGE>
remaining term of the Exchange Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date
for the Exchange Notes, (i) the average of four Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated and two other primary U.S.
Government securities dealers in New York City (each, a "Primary Treasury
Dealer") appointed by the Trustee in consultation with the Company; provided,
--------
however, that if any of the foregoing shall cease to be a Primary Treasury
-------
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.]
B-9
<PAGE>
4. Denominations; Transfer; Exchange.
---------------------------------
The Exchange Notes are issuable in registered form without coupons, in
denominations of $1,000 and integral multiples thereof. The Exchange Notes may
be exchanged for a like aggregate principal amount of Exchange Notes of other
authorized denominations at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Exchange
Note at the office or agency of the Company in the Borough of Manhattan, The
City of New York, a new Exchange Note or Exchange Notes of authorized
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any such transfer or but the
Company may require payment of a sum sufficient to cover any tax, assessment or
other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
this Exchange Note is registered as the owner hereof for all purposes, whether
or not this Exchange Note is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
5. Amendment; Supplement; Waiver.
-----------------------------
The Indenture contains provisions permitting the Company and the
Trustee, with certain exceptions as therein provided, without the consent of the
Holders of a majority in principal amount of the outstanding Securities of each
series to be affected, to evidence the succession of another Person to the
Company; to add to the covenants of the Company for the benefit of the Holders
of all or any series of Securities or to surrender any rights or power upon the
Company; to add any additional Event of Default; to add to or change certain
provisions of the Indenture; to secure the Securities; to establish the form or
terms of Securities of any series; to evidence and provide for the acceptance of
any successor Trustee; and to cure any ambiguity, to correct or supplement any
provision in the Indenture which may be inconsistent with any other provision
therein.
B-10
<PAGE>
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of a majority in principal amount of
the outstanding Securities of each series to be affected, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the Holders of the
Securities of such series to be affected, except that no such supplemental
indenture may, without the consent of all of the Holders of affected Securities,
among other things, change the fixed maturity of any Securities or reduce the
aforesaid percentage in principal amount of Securities of any series the consent
of the Holders of which is required for any such supplemental indenture.
The Indenture also permits the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series 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 and their
consequences with respect to such series under the Indenture. Any such consent
or waiver by the Holder of this Exchange Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Exchange Note and of any
Note 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
Exchange Note or such other Note.
6. Restrictive Covenants.
---------------------
The Indenture imposes certain limitations of (i) the ability of the
Company or its Substantial Subsidiaries to suffer to exist or incur Liens, (ii)
the ability of the Company or its Substantial Subsidiary to enter into any
transactions involving any sale and leaseback of any Principal Property and
(iii) the ability of the Company to merge, consolidate or transfer substantially
all of its assets.
7. Defaults and Remedies.
---------------------
The Indenture provides that, if an Event of Default specified therein
with respect to any series of Securities shall have happened and be continuing,
either the Trustee or the Holders of 25% in aggregate principal amount of such
series of Securities (or 25% in aggregate principal amount of all outstanding
Securities under the Indenture, in the case of certain Events of Default
affecting all series of Securities under the Indenture) may declare the
principal of all such series of Securities to be due and payable.
B-11
<PAGE>
Events of Default in respect of the Securities of any series are
provided in the Indenture and include: (i) default in the payment of any
interest on any Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; (ii) default in the payment
of principal of, or premium, if any, on any Security of that series when it
shall become due and payable; (iii) failure to deposit any sinking fund payment
when and as due by the terms of a Security of that series; (iv) failure to
perform any other covenants or agreements of the Company in the Indenture (other
than covenants or agreements included in the Indenture solely for the benefit of
a series or series of Securities thereunder other than that series) and
continuance of such default for a period of 60 days after either the Trustee or
the Holders of at least 25% of the principal amount of the Outstanding
Securities of that series have given written notice in the manner provided for
therein specifying such failure as provided in the Indenture; (v) certain events
of bankruptcy, insolvency or reorganization of the Company; and (vi) any other
Event of Default provided with respect to Securities of that series. If an Event
of Default occurs with respect to Securities of any series, the Trustee shall
give the Holders of the Securities of such series notice of such default,
provided, however, that in the case of a default described in (iv) above, no
-------- -------
such notice to Holders shall be given until at least 30 days after the
occurrence thereof.
If an Event of Default with respect to the Securities of any series at
the time Outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Securities of any series has been made, but before
a judgment or decree based on acceleration has been obtained, the Holders of a
majority of the aggregate principal amount of outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration.
The Indenture provides that the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series may direct the
time, method and place of conducting proceedings for remedies available to the
Trustee or exercising any trust or power conferred on the Trustee in respect of
such series, subject to certain conditions.
B-12
<PAGE>
8. Authentication.
--------------
This Exchange Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Exchange Note.
9. Defeasance.
----------
The Indenture provides that the Company may elect either (i) to
defease and be discharged from any and all obligations in respect of a series of
Securities then outstanding (except for certain obligations to register the
transfer of or exchange of such series of Securities, replace stolen, lost or
mutilated Securities, maintain paying agencies and hold monies for payment in
trust) ("defeasance") or (ii) to be released from its obligations with respect
to such series of Securities under any covenants applicable to such series of
Securities which are determined pursuant to Section 301 of the Indenture to be
subject to covenant defeasance ("covenant defeasance"), and the occurrence of an
event described in clause (iv) under "Events of Default" above (insofar as with
respect to covenants subject to covenant defeasance) shall no longer be an Event
of Default, in the case of either (i) or (ii) if the Company deposits, in trust,
with the Trustee money or U.S. Government Obligations, which through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money, in an amount sufficient, without reinvestment, to pay all the
principal of, premium, if any, and interest on such series of Securities on the
dates such payments are due (which may include one or more redemption dates
designated by the Company) and any mandatory sinking fund or analogous payments
thereon in accordance with the terms of such series of Securities.
10. Exchange Offer; Registration Rights.
-----------------------------------
[Not Applicable]
11. Obligation To Pay Interest Absolute.
-----------------------------------
No reference herein to the Indenture and no provision of this Exchange
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal and any premium of and
any interest on this Exchange Note at the place, rate and respective times and
in the coin or currency herein and in the Indenture prescribed.
B-13
<PAGE>
12. Holders' Compliance with Registration Rights Agreement.
------------------------------------------------------
Each Holder of an Exchange Note, by acceptance thereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
13. Governing Law.
-------------
THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
14. Abbreviations.
-------------
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to Raytheon
Company, 141 Spring Street, Lexington, Massachusetts 02420, Attention of General
Counsel.
B-14
<PAGE>
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
---------------------------------
________________________________________________________________________________
Please print or typewrite name and address including zip code of assignee
________________________________________________________________________________
this Exchange Note and all rights thereunder, hereby irrevocably constituting
and appointing ______________ attorney to transfer said Exchange Note on the
books of the Company with full power of substitution in the premises.
B-15
<PAGE>
EXHIBIT C
---------
Form of Certificate
-------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$200,000,000 Floating Rate Notes Due 2002 (the "Notes")
-------------------------------------------------------
Ladies and Gentlemen:
This letter relates to a Note (the "Legended Note") which bears a
legend outlining restrictions upon transfer of such Legended Note. Pursuant to
Section 204 of the Indenture dated as of July 3, 1995, as supplemented and
amended by the Supplemental Indenture dated as of March 7, 2000 (as so
supplemented and amended, the "Indenture"), relating to the Notes, we hereby
certify that we are (or we will hold such securities on behalf of) a person
outside the United States to whom the Notes could be transferred in accordance
with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933.
Accordingly, you are hereby requested to exchange the legended certificate for
an unlegended certificate representing an identical principal amount of Notes,
all in the manner provided for in the Indenture.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Holder]
By: _________________________
Authorized Signature
<PAGE>
Form of Certificate
-------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$800,000,000 7.90% Notes Due 2003 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
This letter relates to a Note (the "Legended Note") which bears a
legend outlining restrictions upon transfer of such Legended Note. Pursuant to
Section 204 of the Indenture dated as of July 3, 1995, as supplemented and
amended by the Supplemental Indenture dated as of March 7, 2000 (as so
supplemented and amended, the "Indenture"), relating to the Notes, we hereby
certify that we are (or we will hold such securities on behalf of) a person
outside the United States to whom the Notes could be transferred in accordance
with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933.
Accordingly, you are hereby requested to exchange the legended certificate for
an unlegended certificate representing an identical principal amount of Notes,
all in the manner provided for in the Indenture.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Holder]
By: _________________________
Authorized Signature
C-2
<PAGE>
Form of Certificate
-------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$850,000,000 8.20% Notes Due 2006 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
This letter relates to a Note (the "Legended Note") which bears a
legend outlining restrictions upon transfer of such Legended Note. Pursuant to
Section 204 of the Indenture dated as of July 3, 1995, as supplemented and
amended by the Supplemental Indenture dated as of March 7, 2000 (as so
supplemented and amended, the "Indenture"), relating to the Notes, we hereby
certify that we are (or we will hold such securities on behalf of) a person
outside the United States to whom the Notes could be transferred in accordance
with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933.
Accordingly, you are hereby requested to exchange the legended certificate for
an unlegended certificate representing an identical principal amount of Notes,
all in the manner provided for in the Indenture.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Holder]
By: ______________________________
Authorized Signature
C-3
<PAGE>
Form of Certificate
-------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$400,000,000 8.30% Notes Due 2010 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
This letter relates to a Note (the "Legended Note") which bears a
legend outlining restrictions upon transfer of such Legended Note. Pursuant to
Section 204 of the Indenture dated as of July 3, 1995, as supplemented and
amended by the Supplemental Indenture dated as of March 7, 2000 (as so
supplemented and amended, the "Indenture"), relating to the Notes, we hereby
certify that we are (or we will hold such securities on behalf of) a person
outside the United States to whom the Notes could be transferred in accordance
with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933.
Accordingly, you are hereby requested to exchange the legended certificate for
an unlegended certificate representing an identical principal amount of Notes,
all in the manner provided for in the Indenture.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Holder]
By: ______________________________
Authorized Signature
C-4
<PAGE>
EXHIBIT D
---------
Form of Certificate to be
Delivered in Connection with
Transfers to Non-QIB Accredited Investors
-----------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$200,000,000 Floating Rate Notes Due 2002 (the "Notes")
-------------------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of the Notes, we confirm
that:
1. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of July 3, 1995, as supplemented and amended by the Supplemental Indenture
dated as of March 7, 2000 (as so supplemented and amended, the "Indenture"),
relating to the Notes, and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes except in compliance with, such
restrictions and conditions and the Securities Act of 1933 (the "Securities
Act").
2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes, we will do so only (A) to the Company, or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the Securities Act, or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein.
<PAGE>
3. We understand that, on any proposed resale of any Notes, we will
be required to furnish to you and the Company such certification, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.
4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.
5. We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.
Very truly yours,
[Name of Transferee]
By: ______________________________
Authorized Signature
D-2
<PAGE>
Form of Certificate to be
Delivered in Connection with
Transfers to Non-QIB Accredited Investors
-----------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$800,000,000 7.90% Notes Due 2003 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of the Notes, we confirm
that:
1. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of July 3, 1995, as supplemented and amended by the Supplemental Indenture
dated as of March 7, 2000 (as so supplemented and amended, the "Indenture"),
relating to the Notes, and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes except in compliance with, such
restrictions and conditions and the Securities Act of 1933 (the "Securities
Act").
2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes, we will do so only (A) to the Company, or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the Securities Act, or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
D-3
<PAGE>
person purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein.
3. We understand that, on any proposed resale of any Notes, we will
be required to furnish to you and the Company such certification, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.
4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.
5. We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.
Very truly yours,
[Name of Transferee]
By: ______________________________
Authorized Signature
D-4
<PAGE>
Form of Certificate to be
Delivered in Connection with
Transfers to Non-QIB Accredited Investors
-----------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$850,000,000 8.20% Notes Due 2006 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of the Notes, we confirm
that:
1. We understand that any subsequent transfer of the Notes is subject
to certain restrictions and conditions set forth in the Indenture dated as of
July 3, 1995, as supplemented and amended by the Supplemental Indenture dated as
of March 7, 2000 (as so supplemented and amended, the "Indenture"), relating to
the Notes, and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes except in compliance with, such restrictions and
conditions and the Securities Act of 1933 (the "Securities Act").
2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes, we will do so only (A) to the Company, or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the Securities Act, or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising
D-5
<PAGE>
such purchaser that resales of the Notes are restricted as stated herein.
3. We understand that, on any proposed resale of any Notes, we will be
required to furnish to you and the Company such certification, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.
4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.
5. We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.
Very truly yours,
[Name of Transferee]
By: ____________________________
Authorized Signature
D-6
<PAGE>
Form of Certificate to be
Delivered in Connection with
Transfers to Non-QIB Accredited Investors
-----------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$400,000,000 8.30% Notes Due 2010 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of the Notes, we confirm
that:
1. We understand that any subsequent transfer of the Notes is subject
to certain restrictions and conditions set forth in the Indenture dated as of
July 3, 1995, as supplemented and amended by the Supplemental Indenture dated as
of March 7, 2000 (as so supplemented and amended, the "Indenture"), relating to
the Notes, and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes except in compliance with, such restrictions and
conditions and the Securities Act of 1933 (the "Securities Act").
2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes, we will do so only (A) to the Company, or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the Securities Act, or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising
D-7
<PAGE>
such purchaser that resales of the Notes are restricted as stated herein.
3. We understand that, on any proposed resale of any Notes, we will be
required to furnish to you and the Company such certification, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.
4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.
5. We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.
Very truly yours,
[Name of Transferee]
By: ___________________________
Authorized Signature
D-8
<PAGE>
EXHIBIT E
---------
Form of Certificate to Be Delivered
in Connection with Transfers
Pursuant to Regulation S
-------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$200,000,000 Floating Rate Notes Due 2002 (the "Notes")
-------------------------------------------------------
Ladies and Gentlemen:
In connection with our proposed sale of the Notes, we confirm that
such sale has been effected pursuant to and in accordance with Regulation S
under the Securities Act of 1933 and, accordingly, we represent that:
(1) the offer of the Notes was not made to a person in the United
States;
(2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;
(3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter
<PAGE>
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this certificate have the meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:___________________________
Authorized Signature
E-2
<PAGE>
Form of Certificate to Be Delivered
in Connection with Transfers
Pursuant to Regulation S
--------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$800,000,000 7.90% Notes Due 2003 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
In connection with our proposed sale of the Notes, we confirm that
such sale has been effected pursuant to and in accordance with Regulation S
under the Securities Act of 1933 and, accordingly, we represent that:
(1) the offer of the Notes was not made to a person in the United
States;
(2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;
(3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter
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<PAGE>
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this certificate have the meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:__________________________
Authorized Signature
E-4
<PAGE>
Form of Certificate to Be Delivered
in Connection with Transfers
Pursuant to Regulation S
-------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$850,000,000 8.20% Notes Due 2006 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
In connection with our proposed sale of the Notes, we confirm that
such sale has been effected pursuant to and in accordance with Regulation S
under the Securities Act of 1933 and, accordingly, we represent that:
(1) the offer of the Notes was not made to a person in the United
States;
(2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;
(3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter
E-5
<PAGE>
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this certificate have the meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:_________________________
Authorized Signature
E-6
<PAGE>
Form of Certificate to Be Delivered
in Connection with Transfers
Pursuant to Regulation S
-------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company")
--------------------------------
$400,000,000 8.30% Notes Due 2010 (the "Notes")
-----------------------------------------------
Ladies and Gentlemen:
In connection with our proposed sale of the Notes, we confirm that
such sale has been effected pursuant to and in accordance with Regulation S
under the Securities Act of 1933 and, accordingly, we represent that:
(1) the offer of the Notes was not made to a person in the United
States;
(2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;
(3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter
E-7
<PAGE>
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this certificate have the meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:__________________________
Authorized Signature
E-8
