{"id":41233,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-sale-agreement-raytheon-co-bank-of-america2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-sale-agreement-raytheon-co-bank-of-america2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/purchase-and-sale-agreement-raytheon-co-bank-of-america2.html","title":{"rendered":"Purchase and Sale Agreement &#8211; Raytheon Co., Bank of America NT&#038;SA, The Chase Manhattan Bank, Citibank NA and Credit Suisse First Boston"},"content":{"rendered":"<pre>\n                                 EXECUTION COPY\n                           AMENDMENT AND RESTATEMENT\n\n         AMENDMENT AND RESTATEMENT, dated as of November 9, 1999 (this\n'Amendment'), to the Amended and Restated Purchase and Sale Agreement, dated as\nof March 18, 1999 (as hereto amended, modified or otherwise supplemented, the\n'Purchase and Sale Agreement'), among RAYTHEON AIRCRAFT RECEIVABLES CORPORATION,\na Kansas corporation (the 'Seller'), RAYTHEON AIRCRAFT CREDIT CORPORATION\n('Raytheon Credit'), as Servicer (as defined therein), the financial\ninstitutions and special purpose corporations from time to time parties thereto\n(the 'Purchasers'), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as\nManaging Facility Agent (in such capacity, the 'Managing Facility Agent') and\nDocumentation Agent for the Purchasers, BANK OF AMERICA NATIONAL TRUST AND\nSAVINGS ASSOCIATION and THE CHASE MANHATTAN BANK, as Co-Administrative Agents\nfor the Purchasers (each in such capacity, a 'Co-Administrative Agent'), THE\nCHASE MANHATTAN BANK, as Syndication Agent (in such capacity, the 'Syndication\nAgent'), CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents\n(each in such capacity, a 'Co-Syndication Agent'), THE CHASE MANHATTAN BANK, as\nsole Book Manager and Lead Arranger, and each Administrative Agent referred to\ntherein.\n\n                              W I T N E S S E T H:\n\n\n         WHEREAS, pursuant to the Purchase and Sale Agreement, the Purchasers\nhave agreed to purchase, and have purchased, certain Receivables from the\nSeller;\n\n         WHEREAS, the Seller has requested that the Purchasers, the Managing\nFacility Agent and the Co-Administrative Agents amend the Purchase and Sale\nAgreement in certain ways; and\n\n         WHEREAS, the Purchasers, the Seller, the Servicer, the Managing\nFacility Agent, the Co-Administrative Agents, RAC and Raytheon desire to amend\nthe Purchase and Sale Agreement in the manner specified herein.\n\n         NOW, THEREFORE, the parties hereto hereby agree as follows:\n\n                  1. Defined Terms. Terms defined in the Purchase and Sale\nAgreement and used herein shall have the meanings given to them in the Purchase\nand Sale Agreement.\n\n                  2. Amendments to Subsection 1.1 of the Purchase and Sale\nAgreement. (a) Subsection 1.1 of the Purchase and Sale Agreement is hereby\namended by deleting therefrom the definitions of the following defined terms in\ntheir respective entireties and inserting in lieu thereof the following new\ndefinitions in their proper alphabetical position:\n                                       2\n\n                  'Consolidated Net Income': for any period, the consolidated\nnet income (or deficit) of Raytheon and its consolidated Subsidiaries for such\nperiod, determined in accordance with GAAP; provided that (i) for the fiscal\nquarter of Raytheon and its consolidated Subsidiaries ending December 31, 1997,\nsuch Consolidated Net Income shall be increased by $327,100,000 representing a\nrestructuring charge taken in connection with Raytheon's acquisition of Hughes\nAircraft Company, (ii) for the fiscal quarter of Raytheon and its consolidated\nSubsidiaries ending September 27, 1998, such Consolidated Net Income shall be\nincreased by $284,000,000 representing restructuring charges and a write-down in\ninvestments taken in such fiscal quarter and (iii) for the fiscal quarter of\nRaytheon and its consolidated Subsidiaries ending October 3, 1999, such\nConsolidated Net Income shall be increased by $144,000,000 representing\nrestructuring charges and other non-recurring charges.\n\n                  'Debt Rating':  at any date of determination, Raytheon's \nlong-term unsecured senior debt rating, determined in accordance with the \nfollowing:\n\n         (a) for purposes of determining Debt Rating as used in the definition \nof 'Rating Adjustment',\n\n(i) if on any date on which a Debt Rating is to be determined, only two of\nMoody's, S&amp;P and Duff are providing long-term unsecured senior debt ratings for\nRaytheon and such ratings are no more than one rating level apart (e.g., the\ndifference between B and B+ being one rating level), the Debt Rating will be the\nlower of such ratings,\n\n(ii) if on any date on which a Debt Rating is to be determined, only two of\nMoody's, S&amp;P and Duff are providing long-term unsecured senior debt ratings for\nRaytheon but such ratings are more than one rating level apart, the Debt Rating\nwill be one rating level higher than the lower of such ratings so provided,\n\n(iii) if on any date on which a Debt Rating is to be determined, each of\nMoody's, S&amp;P and Duff is providing long-term unsecured senior debt ratings for\nRaytheon, the Debt Rating will be the lower of the two highest of the three\nratings so provided, and\n\n(iv) if on any date on which a Debt Rating is to be determined, only one of\nMoody's, S&amp;P and Duff is providing a long-term unsecured senior debt rating for\nRaytheon, the Debt Rating will be Raytheon's long-term unsecured senior debt\nrating as provided by such rating agency; and\n\n         (b) for all other purposes, if on any date on which a Debt Rating is to\nbe determined, any one, two or all three of Moody's, S&amp;P and Duff are providing\nlong-term unsecured senior debt ratings for Raytheon, the Debt Rating will be\nthe lowest of the ratings (or the rating, in the case of a rating by only one of\nMoody's, S&amp;P and Duff) so provided.\n\nA debt rating shall be deemed to be in effect on the date of announcement or\npublication by the applicable rating agency. References in this Agreement to\nalphabetical rating classifications are references to the S&amp;P\/Moody's ratings.\nFor purposes of clauses (a) and (b) above, the ratings of Duff shall be the\nrating provided by Duff which is comparable to the S&amp;P alphabetical\nclassification. Notwithstanding the foregoing, the Seller and the Required\nPurchasers may at any time and from time to time agree to utilize a rating\nagency other than Moody's, S&amp;P or Duff to determine the Debt Rating, in which\ncase the Debt Rating shall be such levels as quoted by such rating agencies as,\nin each case, the Seller and the Purchasers, by unanimous consent, shall agree.\n\n                  'Discount Event':  any time on or prior to the Expiration \nDate when Raytheon's Debt Rating is lower than either BBB- or the equivalent\nthereof.\n                                       3\n\n                  'Rating Adjustment': the increase in (i) the Applicable Margin\nfor any Accrual Period and (ii) the Interbank Rate applicable for any Special\nSettlement Date Accrual Period, as applicable, to be applied if Raytheon's Debt\nRating is at the levels set forth below on the last day of the immediately\n<font size=\"2\">preceding Accrual Period:\n                                                       Applicable Margin and\n                  Debt Rating                          Interbank Rate Increase\n\n                  A+ or A1                                    .030%\n                  A or A2                                     .065%\n                  A- or A3                                    .100%\n                  BBB+ or Baa1                                .125%\n                  BBB or Baa2                                 .225%\n                  below BBB or Baa2 or not rated              .500%\n\n<\/font>                  'Rating Event': any time when (a) Raytheon's Debt Rating is\nbelow BBB- or the equivalent thereof, or if for any reason Raytheon's long-term\nsenior unsecured debt is not rated (whether by reason of suspension or\nwithdrawal of a rating, or otherwise) or (b) an Amortization Event described in\nsubsection 8.1(o) shall have occurred and be continuing.\n\n                  'Remittance Event':  any time Raytheon's Debt Rating is below \nBBB- or the equivalent thereof, or if for any reason Raytheon's long-term senio\nunsecured debt is not rated (whether by reason of suspension or withdrawal of a\nrating, or otherwise).\n\n                  (b) Clause (t) of the definition of 'Eligible Receivables' is\nhereby amended by deleting the phrase 'BBB\/Baa2' appearing therein and by\ninserting, in lieu thereof, the phrase 'BBB- or the equivalent thereof'.\n\n               3. Amendments to Subsection 2.7 of the Purchase and Sale\nAgreement. Subsection 2.7 of the Purchase and Sale Agreement is hereby amended\nby deleting the phrase 'BBB\/Baa2' in clause (viii) and 'BBB or Baa2' in clause\n(xvi) and by inserting, in lieu thereof in each such clause, the phrase 'BBB- or\nthe equivalent thereof'.\n\n               4. Amendments to Subsection 8.1 of the Purchase and Sale\nAgreement. Subsection 8.1 of the Purchase and Sale Agreement is hereby amended\nby deleting paragraph (h) thereof and inserting in lieu thereof the following\nparagraph:\n\n                  '(h) as of the last day of any of Raytheon's fiscal quarters\nending on or prior to the Expiration Date, the Interest Coverage Ratio for the\nperiod of four consecutive fiscal quarters then ending shall be less than 2.4 to\n1.0 for such four-quarter period.'\n\n               5.  Affirmation of Repurchase Agreement. RAC hereby consents to\nthe amendments to the Purchase and Sale Agreement set forth herein and reaffirms\nits obligations under the Repurchase Agreement.\n\n               6. Affirmation of Guarantee. The Guarantor hereby consents to\nthe amendments to the Purchase and Sale Agreement set forth herein and reaffirms\nits obligations under the Guarantee.\n\n               7.  Conditions to Effectiveness. This Amendment shall become\neffective on the date (the 'Amendment Effective Date') on which the Seller, the\nServicer, RAC, Raytheon, the Managing Facility Agent, each Co-Administrative\nAgent and the Required Purchasers shall have executed and delivered this\nAmendment to the Managing Facility Agent.\n                                       4\n\n               8.  Representation and Warranties. (a) By the Seller. To induce\nthe Managing Facility Agent, the Co-Administrative Agent and the Purchasers to\nenter into this Amendment, the Seller hereby represents and warrants to the\nManaging Facility Agent, the Co-Administrative Agents and the Purchasers as of\nthe Amendment Effective Date that:\n\n     (i) Reaffirmation. As of the date hereof and after giving effect to this\nAmendment, the representations and warranties set forth in Section 4 of the\nPurchase and Sale Agreement and Sections 3.1(b) and 3.2 of the Intercompany\nPurchase Agreement are true and correct in all material respects; and\n\n     (ii) No Amortization Event.  After giving effect to this Amendment, no\nAmortization Event shall have occurred and be continuing.\n\n                  (b) By the Servicer. To induce the Managing Facility Agent,\nthe Co-Administrative Agent and the Purchasers to enter into this Amendment, the\nServicer hereby represents and warrants to the Managing Facility Agent, the\nCo-Administrative Agents and the Purchasers as of the Amendment Effective Date\nthat:\n\n     (i) Reaffirmation. As of the date hereof and after giving effect to this\nAmendment, the representations and warranties set forth in Section 4 of the\nPurchase and Sale Agreement and Sections 3.1(b) and 3.2 of the Intercompany\nPurchase Agreement are true and correct in all material respects; and\n\n     (ii)  No Amortization Event.  After giving effect to this Amendment, no \nAmortization Event shall have occurred and be continuing.\n\n                  (c) By RAC. To induce the Managing Facility Agent, the\nCo-Administrative Agent and the Purchasers parties hereto to enter into this\nAmendment, RAC hereby represents and warrants to the Managing Facility Agent,\nthe Co-Administrative Agents and the Purchasers as of the Amendment Effective\nDate that as of the date hereof and after giving effect to this Amendment, the\nrepresentations and warranties set forth in Section 9 of the Repurchase\nAgreement are true and correct in all material respects.\n\n                  (d) By Raytheon. To induce the Managing Facility Agent, the\nCo-Administrative Agent and the Purchasers to enter into this Amendment,\nRaytheon hereby represents and warrants to the Managing Facility Agent, the\nCo-Administrative Agents and the Purchasers as of the Amendment Effective Date\nthat as of the date hereof and after giving effect to this Amendment, the\nrepresentations and warranties set forth in Section 9 of the Guarantee are true\nand correct in all material respects.\n\n               9. Payment of Expenses. Raytheon agrees to pay or reimburse the\nManaging Facility Agent and each Co-Administrative Agent for all its respective\nout-of-pocket costs and expenses incurred in connection with the development,\npreparation and execution of, and any amendment, supplement or modification to,\nthis Amendment and any other documents prepared in connection herewith or\ntherewith, and the consummation and administration of the transactions\ncontemplated hereby and thereby, including, without limitation, the reasonable\nfees and disbursements of counsel to the Managing Facility Agent and the\nCo-Administrative Agents.\n\n              10. Counterparts. This Amendment may be executed by one or more\nof the parties to this Amendment on any number of separate counterparts, and all\nof said counterparts taken together shall be deemed to constitute one and the\nsame instrument. A set of the copies of this Amendment signed by all the parties\nshall be lodged with the Seller and the Managing Facility Agent.\n                                       5\n\n              11. Severability; Headings. Any provision of this Amendment\nwhich is prohibited or unenforceable in any jurisdiction shall, as to such\njurisdiction, be ineffective to the extent of such prohibition or\nunenforceability without invalidating the remaining provisions hereof, and any\nsuch prohibition or unenforceability in any jurisdiction shall not invalidate or\nrender unenforceable such provision in any other jurisdiction. The section and\nsubsection headings used in this Amendment are for convenience of reference only\nand are not to affect the construction hereof or to be taken into consideration\nin the interpretation hereof.\n\n              12. Continuing Effect of Other Documents. This Amendment shall\nnot constitute an amendment or waiver of any other provision of the Purchase and\nSale Agreement not expressly referred to herein and shall not be construed as a\nwaiver or consent to any further or future action on the part of the Seller or\nthe Servicer that would require a waiver or consent of the Purchasers, the\nManaging Facility Agent or the Co-Administrative Agents. Except as expressly\namended, modified and supplemented hereby, the provisions of each Purchase\nDocument and the other documents executed pursuant to the Purchase Documents are\nand shall remain in full force and effect.\n\n              13. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS\nOF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN\nACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.\n\n    IN WITNESS WHEREOF, the parties hereto have caused this\nAmendment to be duly executed and delivered by their respective proper and duly\nauthorized officers as of the day and year first above written.\n\nRAYTHEON AIRCRAFT RECEIVABLES CORPORATION,\nas Seller\n\nBy:\n Title:\n\nRAYTHEON AIRCRAFT CREDIT CORPORATION,\nas Servicer\n\nBy:\nTitle:\n\nRAYTHEON AIRCRAFT COMPANY\n\nBy:\nTitle:\n\nRAYTHEON COMPANY, as Guarantor\n\nBy:\nTitle:\n\nBANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,\nas Managing Facility Agent and Co-Administrative Agent\n\nBy:\nTitle:\n                                       6\n\nTHE CHASE MANHATTAN BANK,\nas Co-Administrative Agent and Syndication Agent\n\nBy:\nTitle:\n\nSPC:  RECEIVABLES CAPITAL CORPORATION\n\nBy:\nTitle:\n\nSPC BANK:  BANK OF AMERICA, N.A.\n\nBy:\nTitle:\n\nBANK OF MONTREAL\n\nBy:\nTitle:\n\nTHE BANK OF NEW YORK\n\nBy:\nTitle:\n\nSPC:  BANNER RECEIVABLES CORPORATION\n\nBy:\nTitle:\n\nSPC BANK: BANK OF TOKYO -  MITSUBISHI, LTD.\n\nBy:\nTitle:\n\nBANQUE NATIONALE DE PARIS\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nPARIBAS\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nBAYERISCHE LANDESBANK\n\nBy:\nTitle:\n\nBy:\nTitle:\n                                       7\n\nCANADIAN IMPERIAL BANK OF COMMERCE,\nNEW YORK AGENCY\n\nBy:\nTitle:\n\nTHE CHASE MANHATTAN BANK\n\nBy:\nTitle:\n\nSPC:  CHARTA CORPORATION\n\nBy:   CITICORP NORTH AMERICA, INC.,\n      as Attorney-in-Fact\n\nBy:\nTitle:\n\nSPC BANK: CITIBANK, N.A.\n\nBy:\nTitle:\n\nSPC: FOUR WINDS FUNDING CORPORATION\n\nBy:  Commerzbank AG, New York Branch,\n     as Attorney-in-Fact\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC BANK: COMMERZBANK AG, NEW YORK BRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC: ALPINE SECURITIZATION CORP.\n\nBy:  CREDIT SUISSE FIRST BOSTON, \n     NEW YORK BRANCH, as Attorney-in-Fact\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC BANK:  CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n                                       8\n\nDEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS\nBRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC:  FALCON ASSET SECURITIZATION CORPORATION\n\nBy:\nTitle:\n\nSPC BANK:  BANK ONE NA (CHICAGO BRANCH)\n\nBy:\nTitle:\n\nFLEET NATIONAL BANK\n\nBy:\nTitle:\n\nTHE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH\n\nBy:\nTitle:\n\nSPC:  THREE RIVERS FUNDING CORPORATION\n\nBy:\nTitle:\n\nSPC BANK: MELLON BANK, N.A.\n\nBy:\nTitle:\n\nSPC:  DELAWARE FUNDING CORPORATION\n\nBy:   Morgan Guaranty Trust Company of New York,\n      as Attorney-in-Fact for Delaware Funding\n      Corporation\n\nBy:\nTitle:\n\nSPC BANK: MORGAN GUARANTY TRUST COMPANY OF NEW YORK\n\nBy:\nTitle:\n                                       9\n\nWACHOVIA BANK OF GEORGIA, N.A.\n\nBy:\nTitle:\n\nSPC:  QUINCY CAPITAL CORPORATION\n\nBy:\nTitle:\n\nSPC BANK:  WESTDEUTSCHE LANDESBANK    \n           GIROZENTRALE, NEW YORK BRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC: EAGLEFUNDING CAPITAL CORP.\n\nBy:\nTitle:\n\nSPC BANK: BANKBOSTON, N.A.\n\nBy:\nTitle:\n\nSOCIETE GENERALE\n\nBy:\nTitle:\n\nSPC:  VARIABLE FUNDING CAPITAL CORPORATION\n\nBy:  First Union Capital Markets, a division of Wheat \n     First Security Inc., as attorney-in-fact\n\nBy:\nTitle:\n\nSPC BANK:  FIRST UNION\n\nBy:\nTitle:\n\n\n\nSPC: ATLANTIC ASSET SECURITIZATION CORP.\n\nBy:  CREDIT LYONNAIS NEW YORK BRANCH,\n     as Attorney-in-Fact\n\nBy:\nTitle:\n                                       10\n\nSPC BANK: CREDIT LYONNAIS NEW YORK BRANCH\n\nBy:\nTitle:\n\nKBC BANK\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC:  BAVARIA UNIVERSAL FUNDING CORPORATION\n\nBy:\nTitle:\n\nSPC BANK:  BAYERISCHE HYPO-UND VEREINSBANK AG\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nDEUTSCHE BANK AG, NEW YORK A\/O CAYMAN ISLAND BRANCHES\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nBANCA COMMERCIALE ITALIANA\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nBANCA POPOLARE DI MILANO\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSAN PAOLO IMI (BAHAMAS)\n\nBy:\nTitle:\n\nWELLS FARGO BANK, N.A.\n\nBy:\nTitle:\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,7104,7234,8652],"corporate_contracts_industries":[9415,9418,9476],"corporate_contracts_types":[9564,9560],"class_list":["post-41233","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-financial__securities","corporate_contracts_industries-aerospace__space","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41233","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=41233"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41233"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41233"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41233"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}