{"id":41047,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/guarantee-raytheon-co-and-bank-of-america-nt-amp-sa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"guarantee-raytheon-co-and-bank-of-america-nt-amp-sa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/guarantee-raytheon-co-and-bank-of-america-nt-amp-sa.html","title":{"rendered":"Guarantee &#8211; Raytheon Co. and Bank of America NT&#038;SA"},"content":{"rendered":"<pre>\n                         AMENDED AND RESTATED GUARANTEE\n\n     AMENDED AND RESTATED GUARANTEE, dated as of March 18, 1999 (as amended,\nsupplemented or otherwise modified from time to time, the 'Guarantee'), made by\nRAYTHEON COMPANY, a Delaware corporation ('Raytheon', together with its\nsuccessors and assigns permitted herein, the 'Guarantor'), in favor of the\nPurchasers referred to below and BANK OF AMERICA NATIONAL TRUST AND SAVINGS\nASSOCIATION, as managing facility agent (in such capacity, the 'Managing\nFacility Agent') for such Purchasers.\n\n                              W I T N E S S E T H :\n\n                  WHEREAS, pursuant to the Purchase and Sale Agreement, dated as\nof March 20, 1997 (as amended, supplemented or otherwise modified from time to\ntime, the '1997 Agreement'), among Raytheon Aircraft Credit Corporation\n('RACC'), as servicer (in such capacity, the 'Servicer'), Raytheon Aircraft\nReceivables Corporation ('RARC'), as seller (the 'Seller'), the financial\ninstitutions from time to time parties thereto, the several co-agents parties\nthereto, the several agents parties thereto and Swiss Bank Corporation, New York\nBranch ('SBC'), Raytheon entered into the Guarantee dated as of March 20, 1997\n(as amended, supplemented or otherwise modified from time to time, the '1997\nGuarantee'), in favor of the Purchasers referred to in the 1997 Agreement and\nSBC, as administrative agent for such Purchasers;\n\n                  WHEREAS, the 1997 Agreement is being amended and restated by\nthe Amended and Restated Purchase and Sale Agreement (the 'Purchase Agreement'),\ndated as of March 18, 1999, among RARC, as Seller, RACC, as Servicer, the\nfinancial institutions and special purpose corporations from time to time\nparties to the Purchase Agreement (the 'Purchasers'), the Managing Facility\nAgent, Bank of America National Trust and Savings Association and The Chase\nManhattan Bank, as Co-Administrative Agents for the Purchasers (in such\ncapacity, a 'Co-Administrative Agent'), The Chase Manhattan Bank, as Syndication\nAgent (in such capacity, the 'Syndication Agent'), Citibank, N.A. and Credit\nSuisse First Boston, as Co-Syndication Agents (in such capacity, a\n'Co-Syndication Agent'), and each Administrative Agent party thereto.\n\n                  WHEREAS, pursuant to the Purchase Agreement, the Purchasers\nhave severally agreed to purchase from the Seller from time to time hereafter\nundivided interests in certain Receivables generated in the Seller's ordinary\ncourse of business;\n\n                  WHEREAS, the Purchasers desire to continue the guarantee by\nthe Guarantor of the obligations under the 1997 Agreement, and the Guarantor is\nwilling to continue such guarantees and to guarantee the obligations of the\nSeller and the Servicer under the Purchase Agreement as set forth herein;\n\n \n                                       2\n\n                  WHEREAS, pursuant to the Amended and Restated Repurchase\nAgreement, dated as of March 18, 1999 (as amended, supplemented or otherwise\nmodified from time to time, the 'Repurchase Agreement'), made by Raytheon\nAircraft Company, a Kansas corporation (together with its successors and assigns\npermitted herein, 'RAC'), in favor of the Purchasers and the Managing Facility\nAgent, RAC has agreed to repurchase certain Defaulted Receivables from the\nPurchasers;\n\n                  WHEREAS, the Purchasers also desire the Guarantor to continue\nthe guarantee of the obligations of RAC under the Repurchase Agreement, and the\nGuarantor is also willing to continue the guarantee of the obligations of RAC\nunder the Repurchase Agreement as set forth herein;\n\n                  WHEREAS, it is a condition precedent to the obligations of the\nPurchasers to make their respective purchases from the Seller under the Purchase\nAgreement that the Guarantor shall have executed and delivered this Guarantee to\nthe Managing Facility Agent for the ratable benefit of the Purchasers;\n\n                  WHEREAS, the Guarantor is the indirect parent of RAC, the\nSeller and the Servicer and it is to the advantage of the Guarantor that the\nPurchasers purchase certain Receivables from the Seller; and\n\n                  WHEREAS, the parties hereto desire to restate the 1997 \nGuarantee as so amended modified and supplemented in its entirety;\n\n                  NOW THEREFORE, in consideration of the premises and to induce\nthe Managing Facility Agent and the Purchasers to enter into the Purchase\nAgreement and to induce the Purchasers to make their respective purchases from\nthe Seller under the Purchase Agreement, the Guarantor hereby agrees with the\nManaging Facility Agent, for the ratable benefit of the Purchasers, as follows:\n\n1. Defined Terms. Terms defined in the preamble hereof and the recitals hereto\nand terms defined in the Purchase Agreement and used herein without definition\nshall have their defined meanings when used herein, and the following terms\nshall have the following meanings:\n\n     'Debt': indebtedness for money borrowed.\n\n     'Material Subsidiary': at any time, a Subsidiary of Raytheon which as of\nsuch time meets the definition of a 'significant subsidiary' as in effect at the\nClosing Date in Regulation S-X of the Securities and Exchange Commission.\n\n     'Obligations': all obligations and liabilities of the Seller, the Servicer\nor RAC to the Managing Facility Agent or any Purchaser, whether direct or\nindirect, absolute or contingent, due or to become due, or now existing or\nhereafter incurred, which may arise under, pursuant to, out of, or in connection\nwith, the Purchase Agreement or the Repurchase Agreement (including, without\nlimitation, interest accruing after the filing of any petition in bankruptcy, or\nthe commencement of any insolvency, reorganization or like proceeding, relating\nto the Seller, the Servicer or RAC, whether or not a claim for post-filing or\npost-petition interest is allowed in such proceeding) and any other Purchase\nDocument and any other document made, delivered or given in connection therewith\nor herewith, whether on account of Collections, deposit obligations, repurchase\n\n \n                                       3\n\nobligations (including, without limitation, repurchase obligations arising under\nsubsections 2.7(b), 2.10, 2.11 and 2.12 of the Purchase Agreement and under\nSection 2 of the Repurchase Agreement), payments required to be made pursuant to\nsubsection 2.18 of the Purchase Agreement, all obligations of the Seller\npursuant to subsections 11.11 and 11.12 of the Purchase Agreement, payments on\naccount of adjusted Receivables, principal, interest, reimbursement obligations,\nfees, indemnities, costs, expenses (including, without limitation, all fees and\ndisbursements of counsel to the Managing Facility Agent or the Purchasers\n(including, but not limited to, allocated costs of in-house counsel and costs\nincurred by counsel with respect to the Foreign Receivables) that are required\nto be paid by the Seller, the Servicer or RAC pursuant to the terms of the\nPurchase Agreement or the Repurchase Agreement, as the case may be) or\notherwise.\n\n     'Principal Property': the Guarantor's principal office building and any\nmanufacturing plant or principal research facility of the Guarantor or any\nSubsidiary of the Guarantor which is located within the United States of America\nor Canada, except any such principal office building, plant or facility which\nthe Board of Directors by resolution declares is not of material importance to\nthe total business conducted by the Guarantor and its Subsidiaries as an\nentirety.\n\n2.  Guarantee. (a) The Guarantor hereby unconditionally and irrevocably\nguarantees to the Managing Facility Agent for the ratable benefit of the\nManaging Facility Agent and the Purchasers the prompt and complete payment by\nthe Seller, the Servicer and RAC when due (whether at the stated maturity or\notherwise) of the Obligations. Such guarantee shall be a guarantee of payment.\n\n     (b) The Guarantor further unconditionally and irrevocably covenants and\nagrees with the Managing Facility Agent for the ratable benefit of the Managing\nFacility Agent and the Purchasers that the Guarantor will cause each of the\nSeller, the Servicer and RAC duly and punctually to perform and observe all of\ntheir respective terms, conditions, covenants, agreements and indemnities under\nthe Purchase Agreement and the Repurchase Agreement, including but not limited\nto the obligations of the Seller pursuant to subsection 2.6 and 2.10 of the\nPurchase Agreement and the obligations of RAC pursuant to Sections 2 and 3 of\nthe Repurchase Agreement, and any other document executed and delivered by the\nSeller, the Servicer or RAC in connection therewith, strictly in accordance with\nthe terms thereof, and that if for any reason whatsoever the Seller, the\nServicer or RAC shall fail so to perform and observe such terms, conditions,\ncovenants, agreements and indemnities, the Guarantor will duly and punctually\nperform and observe the same.\n\n     (c) The Guarantor further agrees to pay any and all expenses (including,\nwithout limitation, all reasonable fees and disbursements of counsel) which may\nbe paid or incurred by the Managing Facility Agent or any Purchaser in enforcing\nor preserving any of their rights under this Guarantee.\n\n \n                                       4\n\n     (d) The Guarantor agrees that whenever, at any time, or from time to time,\nit shall make any payment to the Managing Facility Agent or any Purchaser on\naccount of its liability hereunder, it will notify the Managing Facility Agent\nand such Purchaser, if applicable, in writing that such payment is made under\nthis Guarantee for such purpose. No payment or payments made by the Seller, the\nServicer, RAC or any other Person or received or collected by the Managing\nFacility Agent or any Purchaser from the Seller, the Servicer, RAC or any other\nPerson by virtue of any action or proceeding or any set-off or appropriation or\napplication, at any time or from time to time, in reduction of or in payment of\nthe Obligations shall be deemed to modify, reduce, release or otherwise affect\nthe liability of the Guarantor hereunder which shall, notwithstanding any such\npayment or payments, continue until the Obligations are paid in full and the\nCommitments are terminated. This Guarantee shall remain in full force and effect\nuntil the Obligations are paid in full and the Commitments are terminated,\nnotwithstanding that from time to time prior thereto the Seller, the Servicer\nand\/or RAC may be free from any Obligations.\n\n     (e) Notwithstanding anything herein to the contrary, the Guarantor, in lieu\nof paying or depositing the amount required to repurchase any Purchased\nReceivable pursuant to the Purchase Agreement or the Repurchase Agreement, may\npurchase such Receivable directly from the Purchasers in accordance with the\nprovisions of the Purchase Agreement or the Repurchase Agreement, as the case\nmay be, for repurchases as if the Guarantor were the Seller or RAC thereunder.\n\n     3. Right of Set-off. Upon the occurrence and continuance of a Rating Event\nor of an Amortization Event of the type described in subsection 8.1(a), (b), (i)\nor (j) of the Purchase Agreement, the Managing Facility Agent and each Purchaser\nare hereby irrevocably authorized at any time and from time to time without\nnotice to the Guarantor, any such notice being hereby waived by the Guarantor,\nto set off and appropriate and apply any and all deposits (general or special,\ntime or demand, provisional or final), in any currency, and any other credits,\nindebtedness or claims, in any currency, in each case whether direct or\nindirect, absolute or contingent, matured or unmatured, at any time held or\nowing by the Managing Facility Agent or such Purchaser to or for the credit or\nthe account of the Guarantor, or any part thereof in such amounts as the\nManaging Facility Agent or such Purchaser may elect, on account of the\nliabilities of the Guarantor hereunder and claims of every nature and\ndescription of the Managing Facility Agent or any Purchaser against the\nGuarantor, in any currency, whether arising hereunder, under the Purchase\nAgreement or under the Repurchase Agreement, as the Managing Facility Agent or\nsuch Purchaser may elect, whether or not the Managing Facility Agent or such\nPurchaser has made any demand for payment and although such liabilities and\nclaims may be contingent or unmatured. The Managing Facility Agent and such\nPurchaser shall notify the Guarantor promptly of any such set-off made by it and\nthe application made by it of the proceeds thereof, provided that the failure to\ngive such notice shall not affect the validity of such set-off and application.\nThe rights of the Managing Facility Agent and each Purchaser under this\nparagraph are in addition to other rights and remedies (including, without\nlimitation, other rights of set-off) which the Managing Facility Agent or such\nPurchaser may have.\n\n \n                                       5\n\n     4. No Subrogation, Contribution, Reimbursement or Indemnity.\nNotwithstanding anything to the contrary in this Guarantee, the Guarantor hereby\nirrevocably waives all rights which may have arisen in connection with this\nGuarantee to be subrogated to any of the rights (whether contractual, under\nTitle 11 of the United States Code, including Section 509 thereof, under common\nlaw or otherwise) of the Managing Facility Agent and the Purchasers against the\nSeller, the Servicer or RAC or against any right of offset of the Managing\nFacility Agent and the Purchasers with respect to the Obligations. The Guarantor\nhereby further irrevocably waives all contractual, common law, statutory or\nother rights of reimbursement, contribution, exoneration or indemnity (or any\nsimilar right) from or against the Seller, the Servicer, RAC or any other Person\nwhich may have arisen in connection with this Guarantee. So long as any\nObligations remain outstanding, if any amount shall be paid by or on behalf of\nthe Seller, the Servicer or RAC to the Guarantor on account of any of the rights\nwaived in this paragraph, such amount shall be held by the Guarantor in trust,\nsegregated from other funds of the Guarantor, and shall, forthwith upon receipt\nby the Guarantor (duly endorsed by the Guarantor to the Managing Facility Agent,\nif required), be applied against the Obligations, whether matured or unmatured,\nin such order as the Managing Facility Agent may determine. The provisions of\nthis paragraph shall survive the termination of the Purchase Agreement and the\nRepurchase Agreement and the payment in full of the Obligations; provided that\nthe foregoing waiver shall be of no force and effect 370 days following the\ntermination of the Purchase Agreement and the Repurchase Agreement and the\npayment in full of the Obligations but only if during such 370-day period none\nof the Seller, the Servicer, RAC or the Guarantor shall have commenced or have\ncommenced against it a bankruptcy proceeding under Title 11 of the United States\nCode.\n\n     5. Amendments, etc. with respect to the Obligations. The Guarantor shall\nremain obligated hereunder notwithstanding that, without any reservation of\nrights against the Guarantor, and without notice to or further assent by the\nGuarantor, any demand for payment of any of the Obligations made by the Managing\nFacility Agent or any Purchaser may be rescinded by the Managing Facility Agent\nor such Purchaser, and any of the Obligations continued, and the Obligations, or\nthe liability of any other party upon or for any part thereof, or any collateral\nsecurity or guarantee therefor or right of offset with respect thereto, may,\nfrom time to time, in whole or in part, be renewed, extended, amended, modified,\naccelerated, compromised, waived, surrendered or released by the Managing\nFacility Agent or any Purchaser, and the Purchase Agreement, the Repurchase\nAgreement, any other Purchase Document or any other documents executed and\ndelivered in connection therewith may be amended, modified, supplemented or\nterminated, in whole or in part, as the Purchasers (or the Required Purchasers,\nas the case may be) may deem advisable from time to time, and any collateral\nsecurity, guarantee or right of offset at any time held by the Managing Facility\nAgent or any Purchaser for the payment of the Obligations may be sold,\nexchanged, waived, surrendered or released. Neither the Managing Facility Agent\nnor any Purchaser shall have any obligation to protect, secure, perfect or\ninsure any Lien at any time held by it as security for the Obligations or for\nthis Guarantee or any property subject thereto.\n\n \n                                       6\n\n     6. Guarantee Absolute and Unconditional. The Guarantor waives any and all\nnotice of the creation, renewal, extension or accrual of any of the Obligations\nand notice of or proof of reliance by the Managing Facility Agent or any\nPurchaser upon this Guarantee or acceptance of this Guarantee; the Obligations,\nand any of them, shall conclusively be deemed to have been created, contracted\nor incurred in reliance upon this Guarantee; and all dealings between the\nSeller, the Servicer, RAC or the Guarantor, on the one hand, and the Managing\nFacility Agent and the Purchasers, on the other, shall likewise be conclusively\npresumed to have been had or consummated in reliance upon this Guarantee. The\nGuarantor waives diligence, presentment, protest, demand for payment and notice\nof default or nonpayment to or upon the Seller, the Servicer, RAC or the\nGuarantor with respect to the Obligations. This Guarantee shall be construed as\na continuing, absolute and unconditional guarantee without regard to the\nvalidity or enforceability of the Purchase Agreement, the Repurchase Agreement,\nthe Assignments, the FAA Assignments, the Foreign Assignments, the Bailment\nAgreement or any other document or instrument executed in connection with any of\nthe foregoing documents, any of the Obligations or any collateral security\ntherefor or guarantee or right of offset with respect thereto at any time or\nfrom time to time held by the Managing Facility Agent or any Purchaser, any\ndefense which relates, directly or indirectly, to the matters covered by the\nrepresentations and warranties set forth in Section 4 of the Purchase Agreement\nor Section 8 of the Repurchase Agreement or set-off which in either case may at\nany time be available to or be asserted by the Seller, the Servicer or RAC\nagainst the Managing Facility Agent or any Purchaser, or any other circumstance\nwhatsoever (with or without notice to or knowledge of the Seller, the Servicer,\nRAC or the Guarantor) which constitutes, or might be construed to constitute, an\nequitable or legal discharge of the Seller, the Servicer or RAC for the\nObligations, or of the Guarantor under this Guarantee, in bankruptcy or in any\nother instance; provided that this clause (c) shall not prevent the Guarantor\nfrom being discharged from its obligations under this Guarantee pursuant to\nconfirmation of a plan of reorganization under Chapter 11 of the United States\nCode in a case in which the Guarantor is the debtor. When the Managing Facility\nAgent, or any Purchaser is pursuing its rights and remedies hereunder against\nthe Guarantor, the Managing Facility Agent or such Purchaser may, but shall be\nunder no obligation to, pursue such rights and remedies as it may have against\nthe Seller, the Servicer, RAC or any other Person or against any collateral\nsecurity or guarantee for the Obligations or any right of offset with respect\nthereto, and any failure by the Managing Facility Agent or any Purchaser to\npursue such other rights or remedies or to collect any payments from the Seller,\nthe Servicer, RAC or any such other Person or to realize upon any such\ncollateral security or guarantee or to exercise any such right of offset, or any\nrelease of the Seller, the Servicer, RAC or any such other Person or of any such\ncollateral security, guarantee or right of offset, shall not relieve the\nGuarantor of any liability hereunder, and shall not impair or affect the rights\nand remedies, whether express, implied or available as a matter of law, of the\nManaging Facility Agent and the Purchasers against the Guarantor.\n\n     7. Reinstatement. This Guarantee shall continue to be effective, or be\nreinstated, as the case may be, if at any time payment, or any part thereof, of\nany of the Obligations is rescinded or must otherwise be restored or returned by\nthe Managing Facility Agent or any Purchaser upon the insolvency, bankruptcy,\ndissolution, liquidation or reorganization of the Seller, the Servicer or RAC or\nupon or as a result of the appointment of a receiver, intervenor or conservator\nof, or trustee or similar officer for, the Seller, the Servicer, RAC or any\nsubstantial part of its property, or otherwise, all as though such payments had\nnot been made.\n\n \n                                       7\n\n     8. Payments. The Guarantor hereby agrees that the Obligations will be paid\nto the Managing Facility Agent in immediately available funds without set-off in\nU.S. Dollars at the office of the Managing Facility Agent at the address\nspecified in subsection 11.2 of the Purchase Agreement.\n\n     9. Representations and Warranties. The Guarantor represents and warrants to\nthe Managing Facility Agent and the Purchasers that:\n\n(a)  the Guarantor is a corporation duly organized, validly existing and in good\n     standing under the laws of the jurisdiction of its incorporation, has the\n     corporate power and authority and the legal right to own and operate its\n     property, to lease the property it operates and to conduct the business in\n     which it is currently engaged, is duly qualified and in good standing under\n     the laws of each jurisdiction where its ownership, lease or operation of\n     property or the conduct of its business requires such qualification except\n     where the failure so to qualify could not reasonably be expected to have a\n     material adverse effect on the business, operations, property or financial\n     or other condition of the Guarantor and its consolidated Subsidiaries taken\n     as a whole or on the ability of the Guarantor to perform its obligations\n     hereunder and is in compliance with all Requirements of Law except to the\n     extent that the failure to comply therewith could not, in the aggregate,\n     reasonably be expected to have a material adverse effect on the business,\n     operations, property or financial or other condition of the Guarantor and\n     its consolidated Subsidiaries taken as a whole or on the ability of the\n     Guarantor to perform its obligations hereunder;\n\n(b)  the Guarantor has the corporate power and authority and the legal right to\n     execute and deliver, and to perform its obligations under, this Guarantee,\n     and has taken all necessary corporate action to authorize its execution,\n     delivery and performance of this Guarantee;\n\n(c)  this Guarantee has been duly executed and delivered on behalf of the\n     Guarantor and this Guarantee constitutes a legal, valid and binding\n     obligation of the Guarantor enforceable in accordance with its terms,\n     except as enforceability may be limited by bankruptcy, insolvency,\n     reorganization, moratorium or similar laws affecting the enforcement of\n     creditors' rights generally (whether enforcement is sought by proceedings\n     in equity or at law);\n\n(d)  the execution, delivery and performance of this Guarantee will not violate\n     any provision of any Requirement of Law or Contractual Obligation of the\n     Guarantor or any of its Material Subsidiaries except to the extent that\n     such violation could not, in the aggregate, reasonably be expected to have\n     a material adverse effect on the business, operations, property or\n     financial or other condition of the Guarantor and its consolidated\n     Subsidiaries taken as a whole or on the ability of the Guarantor to perform\n     its obligations hereunder, and will not result in or require the creation\n     or imposition of any Lien on any of the properties or revenues of the\n     Guarantor or any of its Material Subsidiaries pursuant to any Requirement\n     of Law or Contractual Obligation of the Guarantor or such Material\n     Subsidiary;\n\n \n                                       8\n\n(e)  no consent or authorization of, filing with, or other act by or in respect\n     of, any arbitrator or Governmental Authority and no consent of any other\n     Person (including, without limitation, any stockholder or creditor of the\n     Guarantor) is required in connection with the execution, delivery,\n     performance, validity or enforceability of this Guarantee;\n\n(f)  no litigation, investigation or proceeding of or before any arbitrator or\n     Governmental Authority is pending or, to the knowledge of the Guarantor,\n     threatened by or against the Guarantor or any of its Material Subsidiaries\n     or against any of their respective properties or revenues with respect to\n     this Guarantee or any of the transactions contemplated hereby or which,\n     individually or in the aggregate, could reasonably be expected to have a\n     material adverse effect on the business, operations, property or financial\n     or other condition of the Guarantor and its consolidated Subsidiaries taken\n     as a whole or on the ability of the Guarantor to perform its obligations\n     hereunder;\n\n(g)  no tax Lien has been filed, and, to the knowledge of the Guarantor, no\n     claim is being asserted, with respect to any such tax, fee or other charge\n     which could reasonably be expected to have a material adverse effect on the\n     business, operations, property or financial or other condition of the\n     Guarantor and its consolidated Subsidiaries taken as a whole or on the\n     ability of the Guarantor to perform its obligations hereunder;\n\n(h)  the consolidated balance sheet of the Guarantor and its consolidated\n     Subsidiaries as at the last day of the fiscal year of the Guarantor most\n     recently ended at least 90 days prior to the date this representation and\n     warranty is made and the related statements of income, stockholders' equity\n     and cash flows for such fiscal year of the Guarantor then ended, reported\n     on by Coopers &amp; Lybrand or other comparable independent certified public\n     accountants and set forth in the Guarantor's applicable Form 10-K, as filed\n     with the Securities and Exchange Commission (the 'SEC') (or if not required\n     to be so filed, as delivered to the Purchasers), are complete and correct,\n     have been prepared in accordance with GAAP applied consistently throughout\n     the period involved (except for any changes disclosed therein) and present\n     fairly the consolidated financial condition of the Guarantor and its\n     consolidated Subsidiaries as at such date and the results of its operations\n     for such fiscal year;\n\n(i)  the unaudited consolidated balance sheet of the Guarantor and its\n     consolidated Subsidiaries as at the end of the fiscal quarter of the\n     Guarantor most recently ended at least 45 days prior to the date this\n     representation and warranty is made and the related statements of income,\n     stockholders' equity and cash flows for the portion of the Guarantor's\n     fiscal year then ended, as set forth in the Guarantor's applicable\n     quarterly report on Form 10-Q for such quarter, as filed with the SEC (or\n     if not required to be so filed, as delivered to the Purchasers), are\n\n \n                                       9\n\n     complete and correct, have been prepared in accordance with GAAP applied\n     consistently throughout the period involved (except for any changes\n     disclosed therein) and present fairly the consolidated financial condition\n     of the Guarantor and its consolidated Subsidiaries as at such date and the\n     results of its operations for such fiscal quarter (subject to all\n     adjustments, which are of a normal recurring nature, necessary to a fair\n     presentation of the consolidated financial statements of Raytheon and its\n     consolidated Subsidiaries for the interim period reflected therein); and\n\n(j)  since December 31, 1995, there has been no material adverse change (other\n     than as disclosed in the Guarantor's quarterly reports on Form 10-Q for the\n     quarters ended since December 31, 1995, the change in the Guarantor's\n     credit rating announced by S&amp;P and Moody's, the possible divestiture of the\n     Guarantor's Appliance Group announced in the Guarantor's press release\n     dated February 23, 1997, the purchase by the Guarantor of the Defense\n     Systems and Electronics Business of Texas Instruments Incorporated\n     described in the Guarantor's report on Form 8K filed January 6, 1997 and\n     the merger of the Guarantor with the Defense Business of Hughes Electronics\n     Corporation described in the Guarantor's report on Form 8K filed January\n     17, 1997) in the business, operations, property or financial or other\n     condition of the Guarantor and its consolidated Subsidiaries taken as a\n     whole.\n\n     The Guarantor agrees that the foregoing representations and warranties\n(other than the representation set forth in clause (j)) shall be deemed to have\nbeen made by the Guarantor on each date required by subsection 5.2(a) of the\nPurchase Agreement.\n\n     10. Covenants. The Guarantor hereby agrees that until the Obligations are\npaid in full and the Commitments are terminated, it shall and (except in the\ncase of paragraphs (a), (b), (c), (d), (j)(1), (k), (l) and (m) below) shall\ncause each of its Material Subsidiaries to:\n\n(a)  Deliver to the Managing Facility Agent, with sufficient copies for each\n     Purchaser, all reports and notices filed with the SEC, promptly after the\n     filing thereof, including, without limitation, the Guarantor's quarterly\n     reports on Forms 10-Q and annual reports on Form 10-K; provided that if the\n     Guarantor is no longer required to file such forms with the SEC, the\n     Guarantor shall deliver to the Managing Facility Agent and the Purchasers\n     comparable periodic financial information for comparable periods at the\n     same time as such reports are required to be filed, certified as requested\n     by the Managing Facility Agent in a form consistent with the\n     representations and warranties set forth in paragraphs 9(h) and (i).\n\n(b)  Promptly give notice to the Managing Facility Agent and each Purchaser of\n     the occurrence of any Amortization Event or Ineligibility Event of which it\n     has knowledge, the occurrence of any Rating Event, Discount Event or\n     Remittance Event and (iii) the occurrence of any event which causes a\n     Ratings Adjustment.\n\n \n                                       10\n\n(c)  At its own expense timely and fully perform and comply with, and enforce\n     and defend, or, with respect to Affiliate Receivables, cause the related\n     Affiliate Obligor to perform and comply with and enforce and defend, all\n     material provisions, covenants and other promises (which promises are\n     required to be observed by it) under the Contracts (other than the payment\n     by such Affiliate Obligor of the principal of and interest on the\n     promissory note included in such Contract) and with respect to the Financed\n     Aircraft related to the Purchased Receivables; and defend the right, title\n     and interest of the Managing Facility Agent and each Purchaser in and to\n     such Purchased Receivable, the Collections with respect thereto and the\n     related Contract and Financed Aircraft against the claims and demands of\n     any Persons whomsoever (other than of the Managing Facility Agent or any\n     Purchaser).\n\n(d)  Not convey, sell, lease, assign, transfer or otherwise dispose of all or\n     substantially all the property, business or assets of the Guarantor to any\n     Person or Persons unless such Person or Persons delivers a written\n     assumption of the Guarantor's obligations under this Guarantee (which\n     assumption shall not release the Guarantor hereunder) and a legal opinion\n     with respect thereto, all satisfactory in form and substance to the\n     Managing Facility Agent and its counsel.\n\n(e)(i) Not issue, assume or guarantee any Debt on or after the date hereof, if\n     such Debt is secured by a mortgage, pledge, security interest or lien (any\n     mortgage, pledge, security interest or lien being hereinafter in this\n     subsection 10(e) referred to as a 'mortgage' or 'mortgages') upon any\n     Principal Property, or any shares of stock or indebtedness of any\n     Subsidiary, whether now owned or hereafter acquired, without in any such\n     case effectively providing, concurrently with the issuance, assumption or\n     guarantee of any such Debt, that this Guarantee (together with, if the\n     Guarantor shall so determine, any other indebtedness of or guaranteed by\n     the Guarantor or such Subsidiary ranking equally with the Guarantor and\n     then existing or thereafter created) shall be secured equally and ratably\n     with (or prior to) such Debt; provided however, that the foregoing\n     restriction shall not apply to:\n                                  \n     (A) mortgages on any Principal Property, shares of stock or indebtedness of\nany corporation existing at the time such corporation becomes a Subsidiary;\n\n     (B) mortgages on any Principal Property acquired, constructed or improved\nby the Guarantor or any Subsidiary after the date hereof which are created or\nassumed contemporaneously with, or within 90 days after, such acquisition,\nconstruction or improvement to secure or provide for the payment of the purchase\nprice of such property or the cost of such construction or improvement incurred\nafter the date hereof, or, in addition to mortgages contemplated by clause (C)\nbelow, mortgages on any Principal Property existing at the time of acquisition\nthereof; provided, however, that in the case of any such acquisition,\nconstruction or improvement the mortgage shall not apply to any property\ntheretofore owned by the Guarantor or any Subsidiary, other than, in the case of\nany such construction or improvement, any theretofore unimproved real property\non which the property so constructed, or the improvement, is located;\n\n \n                                       11\n\n     (C) mortgages on any Principal Property or shares of stock or indebtedness\nacquired from a corporation which is merged with or into the Guarantor or a\nSubsidiary;\n\n     (D) mortgages to secure Debt of a Subsidiary to the Guarantor or to another\nSubsidiary; and\n\n     (E) any extension, renewal or replacement (or successive extensions,\nrenewals or replacements), in whole or in part, of any mortgage referred to in\nthe foregoing clauses (A) to (D) inclusive; provided, however, that the\nprincipal amount of Debt secured thereby shall not exceed the principal amount\nof Debt so secured at the time of such extension, renewal or replacement and\nthat such extension, renewal or replacement shall be applicable only to all or a\npart of the property which secured the mortgage extended, renewed or replaced\n(plus improvements on the property).\n\n(ii) The Guarantor will not, nor will it permit any Subsidiary to merge or\n     consolidate with another corporation, or sell all or substantially all of\n     its assets to another corporation for a consideration other than the fair\n     market value thereof which consideration shall consist of liquid assets\n     (which shall have a fair market value readily determinable by an\n     independent source), (x) unless, in the case of a merger or consolidation\n     of the Guarantor or a sale by the Guarantor of substantially all of its\n     assets, the successor or purchasing corporation, as applicable, has assumed\n     all of the obligations of the Guarantor hereunder and (y) if such other\n     corporation has outstanding obligations secured by a mortgage which, after\n     such merger, consolidation or sale would extend to any of the assets owned\n     by the Guarantor or such Subsidiary immediately prior to such merger,\n     consolidation or sale unless, prior to such merger, consolidation or sale,\n     the Guarantor or such Subsidiary shall have effectively provided that this\n     Guarantee (together with, if the Guarantor or such Subsidiary shall so\n     determine, any other Debt, indebtedness or liability issued, assumed or\n     guaranteed by the Guarantor or such Subsidiary, whether then existing or\n     thereafter created) shall be secured by a mortgage, the lien of which, upon\n     completion of said merger, consolidation or sale, will rank prior to the\n     lien of such mortgage of such other corporation on all assets owned by the\n     Guarantor or such Subsidiary immediately prior to such merger,\n     consolidation or sale, which, upon completion of such merger, consolidation\n     or sale, will be subjected to the lien of such mortgage of such other\n     corporation.\n\n(iii) In the event that the Guarantor shall enter into any indenture or other\n     agreement or instrument relating to the issuance of Debt (collectively,\n     referred to herein as an 'indenture') and the provisions of any such\n     indenture with respect to restrictions on Liens permitted to be created or\n     to exist on any of the Guarantor's property or the granting of equal and\n     ratable security interests (collectively, the 'Lien Provisions') are more\n     restrictive on the Guarantor than this subsection 10(e), then without any\n     action by any Person, the Lien Provisions shall be deemed to be\n     incorporated by reference in the provisions of this subsection 10(e) with\n     the Obligations under this Guarantee constituting the 'Debt' for purposes\n     of such Lien Provision.\n\n \n                                       12\n\n(f)  Not enter into any material transaction with any Affiliate (other than a\n     Subsidiary of Raytheon), including, without limitation, any purchase, sale,\n     lease or exchange of property or the rendering of any service, unless any\n     such transaction is upon fair and reasonable terms no less favorable to the\n     Guarantor or such Material Subsidiary, as the case may be, than it would\n     obtain in a comparable arm's length transaction with a Person not an\n     Affiliate.\n\n(g)  Pay, discharge or otherwise satisfy at or before maturity or before they\n     become delinquent, as the case may be, all obligations of whatever nature\n     which are material to the business, operations, property or financial or\n     other condition of the Guarantor and its consolidated Subsidiaries taken as\n     a whole, except where the amount or validity thereof is currently being\n     contested in good faith by appropriate proceedings and reserves in\n     conformity with GAAP with respect thereto have been provided on the books\n     of the Guarantor and its consolidated Subsidiaries taken as a whole.\n\n(h)  Comply with all Contractual Obligations and Requirements of Law except to\n     the extent that the failure to comply therewith could not, in the\n     aggregate, reasonably be expected to have a material adverse effect on the\n     business, operations, property or financial or other condition of the\n     Guarantor and its consolidated Subsidiaries taken as a whole or on the\n     ability of the Guarantor to perform its obligations hereunder.\n\n(i)  Maintain with financially sound and reputable insurance companies insurance\n     on all its property in at least such amounts and against at least such\n     risks as are usually insured against in the same general area by companies\n     engaged in the same or a similar business; and furnish to the Managing\n     Facility Agent, upon written request of any Purchaser, a schedule of\n     insurance then in force setting forth the type of coverage, the names of\n     the insurance carriers, policy numbers, the amount and type of coverage and\n     the term of each policy, together with a certificate or certificates of\n     insurance.\n\n(j)  Permit representatives of the Managing Facility Agent or any Purchaser to\n     visit and inspect any of its properties and examine and make abstracts from\n     any books and records of the Guarantor with respect to the transactions\n     contemplated by the Purchase Documents at any reasonable time and as often\n     as may reasonably be necessary and to discuss the business, operations,\n     properties and financial and other condition of the Guarantor and its\n     Material Subsidiaries with officers of the Guarantor having knowledge of\n     such matters and with its independent certified public accountants;\n     provided that any information, records and materials obtained by the\n     Managing Facility Agent or any Purchaser pursuant to this paragraph 10(j)\n     shall be used by the Managing Facility Agent or such Purchaser solely in\n     connection with its participation in the transactions contemplated by the\n     Purchase Documents (including pursuant to subsection 11.6(b) and (c) of the\n     Purchase Agreement) and shall be treated as confidential by the Managing\n     Facility Agent or such Purchaser in accordance with Section 11.22 of the\n     Purchase Agreement.\n\n(k)  Cause its short-term unsecured indebtedness to be rated by either or both\n     S&amp;P and Moody's and cause its long-term unsecured indebtedness to be rated\n     by S&amp;P, Moody's and Duff or any combination thereof.\n\n \n                                       13\n\n(l)  Within 45 days after the end of each of the first three fiscal quarters of\n     each fiscal year of the Guarantor and within 90 days after the end of the\n     fourth fiscal quarter of each fiscal year of the Guarantor, deliver to the\n     Managing Facility Agent, with sufficient copies for each Purchaser, a\n     certificate of the chief financial officer, treasurer or comparable officer\n     of the Guarantor setting forth the Guarantor's Debt Ratio for the\n     Guarantor's fiscal quarter ended prior to the date of such certificate and\n     Interest Coverage Ratio for the Guarantor's four consecutive fiscal\n     quarters ended prior to the date of such certificate, showing calculations\n     therefor in reasonable detail and specifying whether a Trigger Amortization\n     Event of the type specified in subsection 8.1(g) or (h) of the Purchase\n     Agreement has occurred.\n\n(m)  Cause RAC to maintain full and adequate product liability insurance with\n     respect to each Financed Aircraft with financially sound and reputable\n     insurance companies (which may include a program of product liability\n     insurance maintained by an Affiliate of Raytheon, the sole business of\n     which is providing insurance for Raytheon and its Affiliates).\n\n     11. Severability. Any provision of this Guarantee which is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nto the extent of such prohibition or unenforceability without invalidating the\nremaining provisions hereof, and any such prohibition or unenforceability in any\njurisdiction shall not invalidate or render unenforceable such provision in any\nother jurisdiction.\n\n     12. Paragraph Headings. The paragraph headings used in this Guarantee are\nfor convenience of reference only and are not to affect the construction hereof\nor be taken into consideration in the interpretation hereof.\n\n     13. No Waiver; Cumulative Remedies. Neither the Managing Facility Agent nor\nany Purchaser shall by any act (except by a written instrument pursuant to\nparagraph 14 hereof), delay, indulgence, omission or otherwise be deemed to have\nwaived any right or remedy hereunder or to have acquiesced in any default or\nAmortization Event, Ineligibility Event, Remittance Event, Discount Event or\nRating Event, or in any breach of any of the terms and conditions hereof. No\nfailure to exercise, nor any delay in exercising, on the part of the Managing\nFacility Agent or any Purchaser, any right, power or privilege hereunder shall\noperate as a waiver thereof. No single or partial exercise of any right, power\nor privilege hereunder shall preclude any other or further exercise thereof or\nthe exercise of any other right, power or privilege. A waiver by the Managing\nFacility Agent or any Purchaser of any right or remedy hereunder on any one\noccasion shall not be construed as a bar to any right or remedy which the\nManaging Facility Agent or such Purchaser would otherwise have on any future\noccasion. The rights and remedies herein provided are cumulative, may be\nexercised singly or concurrently and are not exclusive of any rights or remedies\nprovided by law.\n\n     14. Waivers and Amendments; Successors and Assigns. None of the terms or\nprovisions of this Guarantee may be waived, amended, supplemented or otherwise\nmodified except by a written instrument executed by the Guarantor and the\nManaging Facility Agent in accordance with the Purchase Agreement. This\nGuarantee shall be binding upon the successors and assigns of the Guarantor and\nshall inure to the benefit of the Managing Facility Agent and the Purchasers and\ntheir successors and assigns.\n\n \n                                       14\n\n     15. GOVERNING LAW. THIS GUARANTEE AND THE OBLIGATIONS OF THE GUARANTOR\nHEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE\nWITH, THE LAWS OF THE STATE OF NEW YORK.\n\n     16. Notices. All notices by the Managing Facility Agent to the Guarantor\nhereunder to be effective shall be in writing (including by telecopy or telex),\nand shall be deemed to have been duly given or made when delivered by hand, in\nthe case of mail, three Business Days after deposit in the mail, postage\nprepaid, in the case of telecopy notice, when received, or in the case of telex\nnotice, when sent, answerback received, addressed to the Guarantor at its\naddress or transmission number set forth under its signature below. The\nGuarantor may change its address and transmission numbers by written notice to\nthe Managing Facility Agent.\n\n     17. Authority of Managing Facility Agent. The Guarantor acknowledges that\nthe rights and responsibilities of the Managing Facility Agent under this\nGuarantee with respect to any action taken by the Managing Facility Agent or the\nexercise or non-exercise by the Managing Facility Agent of any option, right,\nrequest, judgment or other right or remedy provided for herein or resulting or\narising out of this Guarantee shall, as between the Managing Facility Agent and\nthe Purchasers, be governed by the Purchase Agreement and by such other\nagreements with respect thereto as may exist from time to time among them, but,\nas between the Managing Facility Agent and the Guarantor, the Managing Facility\nAgent shall be conclusively presumed to be acting as agent for the Purchasers\nwith full and valid authority so to act or refrain from acting, and the\nGuarantor shall not be under any obligation, or entitlement, to make any inquiry\nrespecting such authority.\n\n     18. Waivers. Each of the Managing Facility Agent and, by its acceptance of\nthis Guarantee, each Purchaser hereby irrevocably and unconditionally waives, to\nthe maximum extent not prohibited by law, any right the Managing Facility Agent\nor such Purchaser may have to claim or recover in any legal action or proceeding\nrelating to this Guarantee any special, exemplary, punitive or consequential\ndamages; provided that the waiver contained in this paragraph 18 shall not\nextend to any right to claim or recover from the Guarantor any special,\nexemplary, punitive or consequential damages for which the Managing Facility\nAgent or any Purchaser is liable to any Person (other than an Affiliate of the\nManaging Facility Agent or such Purchaser).\n\n     19. Acknowledgements. The Guarantor hereby acknowledges with respect to the\ntransactions contemplated by the Purchase Documents that:\n\n(a)  it has been advised by counsel in the negotiation, execution and delivery\n     of this Guarantee;\n\n(b)  neither the Managing Facility Agent nor any Purchaser has any fiduciary\n     relationship to the Guarantor or the Seller and the relationship between\n     the Managing Facility Agent and the Purchasers, on the one hand, and the\n     Guarantor or the Seller, on the other hand, is solely that of debtor and\n     creditor; and\n\n(c)  no joint venture exists among the Purchasers, among the Seller, the\n     Purchasers and the Managing Facility Agent or among the Guarantor, the\n     Purchasers and the Managing Facility Agent.\n\n \n                                       15\n\n     20. WAIVERS OF JURY TRIAL. THE GUARANTOR AND, BY THEIR ACCEPTANCE HEREOF,\nTHE MANAGING FACILITY AGENT AND THE PURCHASERS HEREBY IRREVOCABLY AND\nUNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING\nTO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.\n\n     21. Submission To Jurisdiction; Waivers. The Guarantor hereby irrevocably\nand unconditionally:\n\n(a)  submits for itself and its property in any legal action or proceeding\n     relating to this Guarantee, or for recognition and enforcement of any\n     judgment in respect thereof, to the non-exclusive general jurisdiction of\n     the courts of the State of New York, the courts of the United States of\n     America for the Southern District of New York, and appellate courts from\n     any thereof;\n\n(b)  consents that any such action or proceeding may be brought in such courts\n     and waives any objection that it may now or thereafter have to the venue of\n     any such action or proceeding in any such court or that such action or\n     proceeding was brought in an inconvenient court and agrees not to plead or\n     claim the same;\n\n(c)  agrees that service of process in any such action or proceeding may be\n     effected by mailing a copy thereof by registered or certified mail (or any\n     substantially similar form of mail), postage prepaid, to it at its address\n     set forth below its signature hereto or at such other address of which the\n     Managing Facility Agent shall have been notified pursuant hereto;\n\n(d)  agrees that nothing herein shall affect the right to effect service of\n     process in any other manner permitted by law or shall limit the right to\n     sue in any other jurisdiction; and\n\n(e)  waives, to the maximum extent not prohibited by law, any right it may have\n     to claim or recover in any legal action or proceeding referred to in this\n     subsection any special, exemplary, punitive or consequential damages.\n\n     22. Existing Guaranties Superseded. Upon the execution and delivery of the\nPurchase Agreement, the Repurchase Agreement and this Guarantee, the obligations\nof the Guarantor under the Existing Guarantees shall be continued (and not\nrepaid) by and in accordance with the terms hereof and the obligations\nguaranteed thereunder shall be amended and restated (and not repaid) by and in\naccordance with the terms of the Purchase Agreement and the Repurchase Agreement\nas described therein.\n\n \n                                       16\n\n                  IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to\nbe duly executed and delivered in New York, New York by its proper and duly\nauthorized officer as of the day and year first above written.\n\n\nRAYTHEON COMPANY\n\nBy:      \nTitle:\n\nAddress for Notices:\n\nRaytheon Company\n141 Spring Street\nLexington, Massachusetts 02173\n\nAttention:  Vice President &amp; Treasurer\nTelecopy:  (718) 860-2240\n\n\nAcknowledged By:\n\nBANK OF AMERICA NATIONAL TRUST\nAND SAVINGS ASSOCIATION,\n  as Managing Facility Agent\n\nBy:\nTitle:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8652],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9560,9565],"class_list":["post-41047","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-aerospace__space","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41047","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41047"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41047"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41047"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41047"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}