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EXHIBIT 4.2
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
December 17, 1997, between Raytheon Company, a Delaware corporation
("Raytheon"), HE Holdings, Inc., a Delaware corporation (the "Xxxxxx"), and The
Bank of New York, as trustee under the indenture referred to below (the
"Trustee").
WITNESSETH:
WHEREAS, Raytheon has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of July 3, 1995, providing for the
issuance, from time to time, of one or more series of Senior Debt Securities;
WHEREAS, Raytheon has issued senior notes from time to time pursuant
to the Indenture, as supplemented (collectively, the "Senior Notes");
WHEREAS, Section 801 of the Indenture permits Raytheon to merge with
another corporation provided certain conditions are satisfied;
WHEREAS, Raytheon and Xxxxxx, have entered into an Agreement and Plan
of Merger dated January 16, 1997 (the "Merger Agreement"), pursuant to which
Raytheon will merge with and into Xxxxxx (the "Merger");
WHEREAS, Section 901 of the Indenture authorizes the Trustee and
Raytheon to enter into a supplemental indenture without the consent of any
Holders of the Senior Notes to, among other things, provide for the assumption
of Raytheon's obligations to the Holders of the Senior Notes in the case of a
merger permitted by Article 8 of the Indenture;
WHEREAS, Xxxxxx, as the surviving company in the Merger, desires to
assume all obligations of Raytheon under the Senior Notes and the Indenture and
Raytheon and Xxxxxx desire to execute this Supplemental Indenture as permitted
by Section 901 of the Indenture;
WHEREAS, Raytheon has furnished the Trustee with a resolution of its
Board of Directors authorizing the execution of this Supplemental Indenture;
WHEREAS, all things necessary to authorize the assumption by Xxxxxx of
Raytheon's obligations under the Indenture and to make this Supplemental
Indenture a valid supplement of the Indenture have been satisfied; and
WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties mutually convenant and agree for the equal and ratable benefit of the
Holders of the Senior Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
have the meanings assigned to them in the Indenture.
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2. ASSUMPTION OF OBLIGATIONS. Xxxxxx, as the surviving company in the
Merger, hereby acknowledges and assumes Raytheon's obligations for the due and
punctual payment of the principal of (and premium, if any) and interest on the
Senior Notes and the observance of all of the covenants and conditions of the
Indenture to be performed by Raytheon.
3. SUBSTITUTION OF XXXXXX. On the date hereof, by virtue of the
execution and delivery of this Supplemental Indenture, Xxxxxx (as the surviving
company in the Merger) shall succeed to the rights and obligations of and be
substituted for Raytheon for all purposes under the Senior Notes and the
Indenture.
4. OBLIGATIONS CONTINUING. This Supplemental Indenture supplements and
forms a part of the Indenture. As supplemented hereby, the Indenture and the
Senior Notes issued thereunder are ratified and confirmed and, as so
supplemented, shall continue in full force and effect.
5. NEW YORK LAW TO GOVERN. The internal law of the State of New York,
as applied to contracts made and performed within the State of New York, without
regard to the principles of conflicts of law, shall govern this Supplemental
Indenture.
6. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together constitute the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction thereof.
8. THE TRUSTEE. The Trustee is not responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by Xxxxxx and Raytheon.
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9. EFFECTIVENESS. This Supplemental Indenture shall become a legally
effective and binding instrument upon the later of (i) the execution and
delivery hereof and (ii) the Effective Time (as defined in the Merger
Agreement). Xxxxxx shall delivery written notice to the Trustee promptly
following the occurrence of the Effective Time.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
RAYTHEON COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President - Treasury
HE HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Sr. V.P. and Chief Financial Officer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxx Xxxx Xxxxxxxxx
Name: Xxxx Xxxx Xxxxxxxxx
Title: Vice President
