EXECUTION COPY
AMENDMENT AND RESTATEMENT
AMENDMENT AND RESTATEMENT, dated as of November 9, 1999 (this
'Amendment'), to the Amended and Restated Purchase and Sale Agreement, dated as
of March 18, 1999 (as hereto amended, modified or otherwise supplemented, the
'Purchase and Sale Agreement'), among RAYTHEON AIRCRAFT RECEIVABLES CORPORATION,
a Kansas corporation (the 'Seller'), RAYTHEON AIRCRAFT CREDIT CORPORATION
('Raytheon Credit'), as Servicer (as defined therein), the financial
institutions and special purpose corporations from time to time parties thereto
(the 'Purchasers'), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Managing Facility Agent (in such capacity, the 'Managing Facility Agent') and
Documentation Agent for the Purchasers, BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION and THE CHASE MANHATTAN BANK, as Co-Administrative Agents
for the Purchasers (each in such capacity, a 'Co-Administrative Agent'), THE
CHASE MANHATTAN BANK, as Syndication Agent (in such capacity, the 'Syndication
Agent'), CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents
(each in such capacity, a 'Co-Syndication Agent'), THE CHASE MANHATTAN BANK, as
sole Book Manager and Lead Arranger, and each Administrative Agent referred to
therein.
W I T N E S S E T H:
WHEREAS, pursuant to the Purchase and Sale Agreement, the Purchasers
have agreed to purchase, and have purchased, certain Receivables from the
Seller;
WHEREAS, the Seller has requested that the Purchasers, the Managing
Facility Agent and the Co-Administrative Agents amend the Purchase and Sale
Agreement in certain ways; and
WHEREAS, the Purchasers, the Seller, the Servicer, the Managing
Facility Agent, the Co-Administrative Agents, RAC and Raytheon desire to amend
the Purchase and Sale Agreement in the manner specified herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Purchase and Sale
Agreement and used herein shall have the meanings given to them in the Purchase
and Sale Agreement.
2. Amendments to Subsection 1.1 of the Purchase and Sale
Agreement. (a) Subsection 1.1 of the Purchase and Sale Agreement is hereby
amended by deleting therefrom the definitions of the following defined terms in
their respective entireties and inserting in lieu thereof the following new
definitions in their proper alphabetical position:
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'Consolidated Net Income': for any period, the consolidated
net income (or deficit) of Raytheon and its consolidated Subsidiaries for such
period, determined in accordance with GAAP; provided that (i) for the fiscal
quarter of Raytheon and its consolidated Subsidiaries ending December 31, 1997,
such Consolidated Net Income shall be increased by $327,100,000 representing a
restructuring charge taken in connection with Raytheon's acquisition of Hughes
Aircraft Company, (ii) for the fiscal quarter of Raytheon and its consolidated
Subsidiaries ending September 27, 1998, such Consolidated Net Income shall be
increased by $284,000,000 representing restructuring charges and a write-down in
investments taken in such fiscal quarter and (iii) for the fiscal quarter of
Raytheon and its consolidated Subsidiaries ending October 3, 1999, such
Consolidated Net Income shall be increased by $144,000,000 representing
restructuring charges and other non-recurring charges.
'Debt Rating': at any date of determination, Raytheon's
long-term unsecured senior debt rating, determined in accordance with the
following:
(a) for purposes of determining Debt Rating as used in the definition
of 'Rating Adjustment',
(i) if on any date on which a Debt Rating is to be determined, only two of
Moody's, S&P and Duff are providing long-term unsecured senior debt ratings for
Raytheon and such ratings are no more than one rating level apart (e.g., the
difference between B and B+ being one rating level), the Debt Rating will be the
lower of such ratings,
(ii) if on any date on which a Debt Rating is to be determined, only two of
Moody's, S&P and Duff are providing long-term unsecured senior debt ratings for
Raytheon but such ratings are more than one rating level apart, the Debt Rating
will be one rating level higher than the lower of such ratings so provided,
(iii) if on any date on which a Debt Rating is to be determined, each of
Moody's, S&P and Duff is providing long-term unsecured senior debt ratings for
Raytheon, the Debt Rating will be the lower of the two highest of the three
ratings so provided, and
(iv) if on any date on which a Debt Rating is to be determined, only one of
Moody's, S&P and Duff is providing a long-term unsecured senior debt rating for
Raytheon, the Debt Rating will be Raytheon's long-term unsecured senior debt
rating as provided by such rating agency; and
(b) for all other purposes, if on any date on which a Debt Rating is to
be determined, any one, two or all three of Moody's, S&P and Duff are providing
long-term unsecured senior debt ratings for Raytheon, the Debt Rating will be
the lowest of the ratings (or the rating, in the case of a rating by only one of
Moody's, S&P and Duff) so provided.
A debt rating shall be deemed to be in effect on the date of announcement or
publication by the applicable rating agency. References in this Agreement to
alphabetical rating classifications are references to the S&P/Moody's ratings.
For purposes of clauses (a) and (b) above, the ratings of Duff shall be the
rating provided by Duff which is comparable to the S&P alphabetical
classification. Notwithstanding the foregoing, the Seller and the Required
Purchasers may at any time and from time to time agree to utilize a rating
agency other than Moody's, S&P or Duff to determine the Debt Rating, in which
case the Debt Rating shall be such levels as quoted by such rating agencies as,
in each case, the Seller and the Purchasers, by unanimous consent, shall agree.
'Discount Event': any time on or prior to the Expiration
Date when Raytheon's Debt Rating is lower than either BBB- or the equivalent
thereof.
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'Rating Adjustment': the increase in (i) the Applicable Margin
for any Accrual Period and (ii) the Interbank Rate applicable for any Special
Settlement Date Accrual Period, as applicable, to be applied if Raytheon's Debt
Rating is at the levels set forth below on the last day of the immediately
preceding Accrual Period:
Applicable Margin and
Debt Rating Interbank Rate Increase
A+ or A1 .030%
A or A2 .065%
A- or A3 .100%
BBB+ or Baa1 .125%
BBB or Baa2 .225%
below BBB or Baa2 or not rated .500%
'Rating Event': any time when (a) Raytheon's Debt Rating is
below BBB- or the equivalent thereof, or if for any reason Raytheon's long-term
senior unsecured debt is not rated (whether by reason of suspension or
withdrawal of a rating, or otherwise) or (b) an Amortization Event described in
subsection 8.1(o) shall have occurred and be continuing.
'Remittance Event': any time Raytheon's Debt Rating is below
BBB- or the equivalent thereof, or if for any reason Raytheon's long-term senio
unsecured debt is not rated (whether by reason of suspension or withdrawal of a
rating, or otherwise).
(b) Clause (t) of the definition of 'Eligible Receivables' is
hereby amended by deleting the phrase 'BBB/Baa2' appearing therein and by
inserting, in lieu thereof, the phrase 'BBB- or the equivalent thereof'.
3. Amendments to Subsection 2.7 of the Purchase and Sale
Agreement. Subsection 2.7 of the Purchase and Sale Agreement is hereby amended
by deleting the phrase 'BBB/Baa2' in clause (viii) and 'BBB or Baa2' in clause
(xvi) and by inserting, in lieu thereof in each such clause, the phrase 'BBB- or
the equivalent thereof'.
4. Amendments to Subsection 8.1 of the Purchase and Sale
Agreement. Subsection 8.1 of the Purchase and Sale Agreement is hereby amended
by deleting paragraph (h) thereof and inserting in lieu thereof the following
paragraph:
'(h) as of the last day of any of Raytheon's fiscal quarters
ending on or prior to the Expiration Date, the Interest Coverage Ratio for the
period of four consecutive fiscal quarters then ending shall be less than 2.4 to
1.0 for such four-quarter period.'
5. Affirmation of Repurchase Agreement. RAC hereby consents to
the amendments to the Purchase and Sale Agreement set forth herein and reaffirms
its obligations under the Repurchase Agreement.
6. Affirmation of Guarantee. The Guarantor hereby consents to
the amendments to the Purchase and Sale Agreement set forth herein and reaffirms
its obligations under the Guarantee.
7. Conditions to Effectiveness. This Amendment shall become
effective on the date (the 'Amendment Effective Date') on which the Seller, the
Servicer, RAC, Raytheon, the Managing Facility Agent, each Co-Administrative
Agent and the Required Purchasers shall have executed and delivered this
Amendment to the Managing Facility Agent.
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8. Representation and Warranties. (a) By the Seller. To induce
the Managing Facility Agent, the Co-Administrative Agent and the Purchasers to
enter into this Amendment, the Seller hereby represents and warrants to the
Managing Facility Agent, the Co-Administrative Agents and the Purchasers as of
the Amendment Effective Date that:
(i) Reaffirmation. As of the date hereof and after giving effect to this
Amendment, the representations and warranties set forth in Section 4 of the
Purchase and Sale Agreement and Sections 3.1(b) and 3.2 of the Intercompany
Purchase Agreement are true and correct in all material respects; and
(ii) No Amortization Event. After giving effect to this Amendment, no
Amortization Event shall have occurred and be continuing.
(b) By the Servicer. To induce the Managing Facility Agent,
the Co-Administrative Agent and the Purchasers to enter into this Amendment, the
Servicer hereby represents and warrants to the Managing Facility Agent, the
Co-Administrative Agents and the Purchasers as of the Amendment Effective Date
that:
(i) Reaffirmation. As of the date hereof and after giving effect to this
Amendment, the representations and warranties set forth in Section 4 of the
Purchase and Sale Agreement and Sections 3.1(b) and 3.2 of the Intercompany
Purchase Agreement are true and correct in all material respects; and
(ii) No Amortization Event. After giving effect to this Amendment, no
Amortization Event shall have occurred and be continuing.
(c) By RAC. To induce the Managing Facility Agent, the
Co-Administrative Agent and the Purchasers parties hereto to enter into this
Amendment, RAC hereby represents and warrants to the Managing Facility Agent,
the Co-Administrative Agents and the Purchasers as of the Amendment Effective
Date that as of the date hereof and after giving effect to this Amendment, the
representations and warranties set forth in Section 9 of the Repurchase
Agreement are true and correct in all material respects.
(d) By Raytheon. To induce the Managing Facility Agent, the
Co-Administrative Agent and the Purchasers to enter into this Amendment,
Raytheon hereby represents and warrants to the Managing Facility Agent, the
Co-Administrative Agents and the Purchasers as of the Amendment Effective Date
that as of the date hereof and after giving effect to this Amendment, the
representations and warranties set forth in Section 9 of the Guarantee are true
and correct in all material respects.
9. Payment of Expenses. Raytheon agrees to pay or reimburse the
Managing Facility Agent and each Co-Administrative Agent for all its respective
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Amendment and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Managing Facility Agent and the
Co-Administrative Agents.
10. Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Seller and the Managing Facility Agent.
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11. Severability; Headings. Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. The section and
subsection headings used in this Amendment are for convenience of reference only
and are not to affect the construction hereof or to be taken into consideration
in the interpretation hereof.
12. Continuing Effect of Other Documents. This Amendment shall
not constitute an amendment or waiver of any other provision of the Purchase and
Sale Agreement not expressly referred to herein and shall not be construed as a
waiver or consent to any further or future action on the part of the Seller or
the Servicer that would require a waiver or consent of the Purchasers, the
Managing Facility Agent or the Co-Administrative Agents. Except as expressly
amended, modified and supplemented hereby, the provisions of each Purchase
Document and the other documents executed pursuant to the Purchase Documents are
and shall remain in full force and effect.
13. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
RAYTHEON AIRCRAFT RECEIVABLES CORPORATION,
as Seller
By:
Title:
RAYTHEON AIRCRAFT CREDIT CORPORATION,
as Servicer
By:
Title:
RAYTHEON AIRCRAFT COMPANY
By:
Title:
RAYTHEON COMPANY, as Guarantor
By:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Managing Facility Agent and Co-Administrative Agent
By:
Title:
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THE CHASE MANHATTAN BANK,
as Co-Administrative Agent and Syndication Agent
By:
Title:
SPC: RECEIVABLES CAPITAL CORPORATION
By:
Title:
SPC BANK: BANK OF AMERICA, N.A.
By:
Title:
BANK OF MONTREAL
By:
Title:
THE BANK OF NEW YORK
By:
Title:
SPC: BANNER RECEIVABLES CORPORATION
By:
Title:
SPC BANK: BANK OF TOKYO - MITSUBISHI, LTD.
By:
Title:
BANQUE NATIONALE DE PARIS
By:
Title:
By:
Title:
PARIBAS
By:
Title:
By:
Title:
BAYERISCHE LANDESBANK
By:
Title:
By:
Title:
7
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY
By:
Title:
THE CHASE MANHATTAN BANK
By:
Title:
SPC: CHARTA CORPORATION
By: CITICORP NORTH AMERICA, INC.,
as Attorney-in-Fact
By:
Title:
SPC BANK: CITIBANK, N.A.
By:
Title:
SPC: FOUR WINDS FUNDING CORPORATION
By: Commerzbank AG, New York Branch,
as Attorney-in-Fact
By:
Title:
By:
Title:
SPC BANK: COMMERZBANK AG, NEW YORK BRANCH
By:
Title:
By:
Title:
SPC: ALPINE SECURITIZATION CORP.
By: CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH, as Attorney-in-Fact
By:
Title:
By:
Title:
SPC BANK: CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
By:
Title:
By:
Title:
8
DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS
BRANCH
By:
Title:
By:
Title:
SPC: FALCON ASSET SECURITIZATION CORPORATION
By:
Title:
SPC BANK: BANK ONE NA (CHICAGO BRANCH)
By:
Title:
FLEET NATIONAL BANK
By:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH
By:
Title:
SPC: THREE RIVERS FUNDING CORPORATION
By:
Title:
SPC BANK: MELLON BANK, N.A.
By:
Title:
SPC: DELAWARE FUNDING CORPORATION
By: Morgan Guaranty Trust Company of New York,
as Attorney-in-Fact for Delaware Funding
Corporation
By:
Title:
SPC BANK: MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By:
Title:
9
WACHOVIA BANK OF GEORGIA, N.A.
By:
Title:
SPC: QUINCY CAPITAL CORPORATION
By:
Title:
SPC BANK: WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:
Title:
By:
Title:
SPC: EAGLEFUNDING CAPITAL CORP.
By:
Title:
SPC BANK: BANKBOSTON, N.A.
By:
Title:
SOCIETE GENERALE
By:
Title:
SPC: VARIABLE FUNDING CAPITAL CORPORATION
By: First Union Capital Markets, a division of Wheat
First Security Inc., as attorney-in-fact
By:
Title:
SPC BANK: FIRST UNION
By:
Title:
SPC: ATLANTIC ASSET SECURITIZATION CORP.
By: CREDIT LYONNAIS NEW YORK BRANCH,
as Attorney-in-Fact
By:
Title:
10
SPC BANK: CREDIT LYONNAIS NEW YORK BRANCH
By:
Title:
KBC BANK
By:
Title:
By:
Title:
SPC: BAVARIA UNIVERSAL FUNDING CORPORATION
By:
Title:
SPC BANK: BAYERISCHE HYPO-UND VEREINSBANK AG
By:
Title:
By:
Title:
DEUTSCHE BANK AG, NEW YORK A/O CAYMAN ISLAND BRANCHES
By:
Title:
By:
Title:
BANCA COMMERCIALE ITALIANA
By:
Title:
By:
Title:
BANCA POPOLARE DI MILANO
By:
Title:
By:
Title:
SAN PAOLO IMI (BAHAMAS)
By:
Title:
WELLS FARGO BANK, N.A.
By:
Title: