{"id":41345,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/termination-replacement-and-restatement-agreement-raytheon.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-replacement-and-restatement-agreement-raytheon","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/termination-replacement-and-restatement-agreement-raytheon.html","title":{"rendered":"Termination, Replacement and Restatement Agreement &#8211; Raytheon Co., BancAmerica Robertson Stephens, Citicorp USA, Morgan Guaranty Trust Co. of New York, and The Chase Manhattan Bank"},"content":{"rendered":"<pre>\n          TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this 'TRR\nAgreement') dated as of May 1, 1998, among RAYTHEON COMPANY (formerly HE\nHoldings, Inc.), a Delaware corporation (the 'Borrower'), the financial\ninstitutions listed in Annex I hereto under the captions 'Continuing Lenders'\n(the 'Continuing Lenders') and 'Additional Lenders' (the 'Additional Lenders',\nand together with the Continuing Lenders, the 'Lenders'), BANCAMERICA ROBERTSON\nSTEPHENS, as Syndication Agent, CITICORP USA, INC. AND MORGAN GUARANTY TRUST\nCOMPANY OF NEW YORK, as Documentation Agents, and THE CHASEMANHATTAN BANK, a New\nYork banking corporation, as administrative agent for the Lenders. Capitalized\nterms used and not defined herein shall have the meanings assigned to such terms\nin the New Credit Agreement (as defined below).\n\n          WHEREAS, the Borrower, the Continuing Lenders, certain other lenders\nand the Administrative Agent are parties to an 364-day Credit Agreement dated as\nof May 30, 1997 (the 'Original Credit Agreement');\n\n          WHEREAS, the Original Credit Agreement is to be terminated as provided\nherein; and\n\n          WHEREAS, the Continuing Lenders and the Additional Lenders are\nwilling, subject to the terms and conditions of this TRR Agreement, to replace\nthe Original Credit Agreement with a new credit agreement as provided herein.\n\n          NOW, THEREFORE, in consideration of the mutual agreements contained in\nthis TRR Agreement and other good and valuable consideration, the sufficiency\nand receipt of which are hereby acknowledged, the parties hereto hereby agree as\nfollows:\n\n          SECTION 1. Replacement and Restatement. Subject to the conditions set\nforth in Section 3 hereof:\n\n          (a) the Original Credit Agreement, including all schedules and\nexhibits thereto, is hereby terminated, subject to applicable provisions set\nforth therein as to the survival of certain rights and obligations, and\nsimultaneously replaced by a new credit agreement (the 'New Credit Agreement')\nidentical in form and substance to the Original Credit Agreement except as\nexpressly set forth below.\n\n          (b) The heading of the New Credit Agreement shall read as follows:\n\n          'FACILITY H 364-DAY CREDIT AGREEMENT dated as of May 1, 1998, among\nRAYTHEON COMPANY, a Delaware corporation (the 'Borrower'), the Lenders (as\ndefined in Article I), BANCAMERICA ROBERTSON STEPHENS, as Syndication Agent, (in\nsuch capacity the 'Syndication Agent'), CITICORP USA, INC. AND MORGAN GUARANTY\nTRUST COMPANY OF NEW YORK, as Documentation Agents, (in such capacity, each a\n'Documentation Agent' and, collectively, the 'Documentation Agents' and, THE\nCHASE MANHATTAN BANK, a New York banking corporation, as administrative agent\n(in such capacity, the 'Administrative Agent') for the Lenders.'\n\nand all references to the 'Closing Date' in the New Credit Agreement shall be\ndeemed to refer to May 1, 1998.\n\n                                       2\n\n          (c) (i) The definition of 'Maturity Date' in Section 1.01 of the New\nCredit Agreement shall read as follows:\n\n                  ' 'Maturity Date' shall mean April 30, 1999.'\n\n          (d) All references to the 'Raytheon Credit Agreements' in the New\nCredit Agreement shall be deemed to refer to the Raytheon Credit Agreements and\nany replacements and restatements thereof.\n\n          (e) Section 3.05 of the New Credit Agreement shall read as follows:\n\n          'The Borrower has heretofore furnished to the Lenders its consolidated\nbalance sheet, statement of income and statement of cash flows as of and for the\nfiscal year ended December 31, 1997, audited by and accompanied by the opinion\nof Coopers &amp; Lybrand, independent public accountants. Such financial statements\npresent fairly the financial condition and results of operations of the Borrower\nand its consolidated Subsidiaries as of such date and for such period. Such\nbalance sheet and the notes thereto disclose all material liabilities, direct or\ncontingent, of the Borrower and its consolidated Subsidiaries as of the date\nthereof. Such financial statements were prepared in accordance with GAAP applied\non a consistent basis.'\n\n          (f) Section 3.06 of the New Credit Agreement shall read as follows:\n\n          'There has been no material adverse change in the business, assets,\noperations or condition, financial or otherwise, of the Borrower and the\nSubsidiaries, taken as a whole, since December 31, 1997.'\n\n          (g) The references to 'May 30, 1997' in Exhibit A, Exhibit B, Exhibit\nC, Exhibit D-1, Exhibit D-2, Exhibit D-3 and Exhibit D-4 of the Original Credit\nAgreement shall be changed to references to 'May 1, 1998' in the New Credit\nAgreement.\n\n          (h) Schedule 2.01 to the New Credit Agreement shall be in the form of\nSchedule 2.01 to this TRR Agreement.\n\n          SECTION 2. Representations and Warranties. The Borrower represents and\nwarrants to each of the Lenders that:\n\n          (a) This TRR Agreement and the New Credit Agreement have been duly\nauthorized and, in the case of this TRR Agreement, executed and delivered by it\nand constitute its legal, valid and binding obligations enforceable in\naccordance with their terms.\n\n          (b) The representations and warranties set forth in Article III of the\nNew Credit Agreement, after giving effect to this TRR Agreement, are true and\ncorrect in all material respects on the date hereof, with the same effect as if\nmade on the date hereof, except to the extent such representations and\nwarranties expressly relate to an earlier date.\n\n                                       3\n\n          (c) Before and after giving effect to this TRR Agreement, no Default\nor Event of Default has occurred and is continuing.\n\n          SECTION 3. Conditions to Effectiveness. This TRR Agreement shall\nbecome effective as of May 1, 1998 (the 'Effective Date') upon the occurrence of\nthe following conditions precedent:\n\n          (a) The Administrative Agent shall have received counterparts of this\nTRR Agreement which, when taken together, bear the signatures of all the parties\nhereto.\n\n          (b) The Administrative Agent shall have received, on behalf of itself\nand the Lenders, a favorable written opinion of counsel to the Borrower,\nsubstantially to the effect set forth in Exhibits E and F of the Original Credit\nAgreement but referring to this TRR Agreement and the New Credit Agreement, (i)\ndated the date hereof, (ii) addressed to the Administrative Agent and the\nLenders, and (iii) covering such other matters relating to this TRR Agreement\nand the transactions contemplated hereby as the Administrative Agent shall\nreasonably request, and the Borrower hereby instructs such counsel to deliver\nsuch opinion.\n\n          (c) All legal matters incident to this TRR Agreement, the New Credit\nAgreement and the Borrowings and extensions of credit hereunder shall be\nsatisfactory to the Lenders and to Cravath, Swaine &amp; Moore, counsel for the\nAdministrative Agent.\n\n          (d) The Administrative Agent shall have received on the date hereof\n(i) a copy of the certificate or articles of incorporation, including all\namendments thereto, of the Borrower, certified as of a recent date by the\nSecretary of State of the State of Delaware, and a certificate as to the good\nstanding of the Borrower as of a recent date, from such Secretary of State; (ii)\na certificate of the Secretary or Assistant Secretary of the Borrower dated the\ndate hereof and certifying (A) that attached thereto is a true and complete copy\nof the by-laws of the Borrower as in effect on the date hereof and at all times\nsince a date prior to the date of the resolutions described in clause (B) below,\n(B) that attached thereto is a true and complete copy of resolutions duly\nadopted by the Board of Directors of the Borrower authorizing this TRR Agreement\nand the execution, delivery and performance of this TRR Agreement and the\nborrowings under the New Credit Agreement, and that such resolutions have not\nbeen modified, rescinded or amended and are in full force and effect, (C) that\nthe certificate or articles of incorporation of the Borrower have not been\namended since the date of the last amendment thereto shown on the certificate of\ngood standing furnished pursuant to clause (i) above, and (D) as to the\nincumbency and specimen signature of each officer executing this TRR Agreement\nor any other document delivered in connection herewith on behalf of the\nBorrower; (iii) a certificate of another officer as to the incumbency and\nspecimen signature of the Secretary or Assistant Secretary executing the\ncertificate pursuant to (ii) above; and (iv) such other documents as the Lenders\nor Cravath, Swaine &amp; Moore, counsel for the Administrative Agent, may reasonably\nrequest.\n\n                                       4\n\n          (e) The Administrative Agent shall have received a certificate, dated\nthe date hereof and signed by a Financial Officer of the Borrower, confirming\ncompliance with the representations and warranties set forth in paragraphs (b)\nand (c) of Section 2.\n\n          (f) The Administrative Agent shall have received all Fees and other\namounts due and payable on or prior to the date hereof, including, to the extent\ninvoiced, reimbursement or payment of all out-of-pocket expenses required to be\nreimbursed or paid by the Borrower hereunder.\n\n          (g) The commitments under the 364-day Credit Agreement dated as of May\n30, 1997, among the Borrower, the lenders party thereto, BankAmerica Robertson\nStephens, as Syndication Agent, Citicorp USA, Inc. and Morgan Guaranty Trust\nCompany of New York, as Documentation Agents, and the Chase Manhattan Bank, as\nadministrative agent shall have been terminated and all principal, interest and\nother amounts outstanding thereunder (including all Fees accrued thereunder to\nthe Closing Date) shall have been paid in full.\n\n          SECTION 4. Applicable Law. THIS TRR AGREEMENT SHALL BE CONSTRUED IN\nACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING\nEFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.\n\n          SECTION 5. Original Credit Agreement. Until the occurrence of the\nEffective Date as provided in Section 3 hereof, the Original Credit Agreement\nshall continue in full force and effect in accordance with the provisions\nthereof and the rights and obligations of the parties thereto shall not be\naffected hereby, and all Fees and interest accruing under the Old Credit\nAgreement shall continue to accrue at the rates provided for therein.\n\n          SECTION 6. Counterparts. This TRR Agreement may be executed in two or\nmore counterparts, each of which shall constitute an original but all of which\nwhen taken together shall constitute but one contract.\n\n          SECTION 7. Expenses. The Borrower agrees to reimburse the\nAdministrative Agent for its out-of-pocket expenses in connection with this TRR\nAgreement including the reasonable fees, charges and disbursements of Cravath,\nSwaine &amp; Moore, counsel for the Administrative Agent.\n\n\n          IN WITNESS WHEREOF, the parties hereto have caused this TRR Agreement\nto be duly executed by their respective authorized officers as of the day and\nyear first written above.\n\nRAYTHEON COMPANY,\n\nBy:\nName: Herbert Deitcher\nTitle: Senior VP and Treasurer\n\nTHE CHASE MANHATTAN BANK,\nindividually and as\nAdministrative Agent,\n\nBy:\nName:\nTitle:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,7104,8652],"corporate_contracts_industries":[9415,9476],"corporate_contracts_types":[9561,9560],"class_list":["post-41345","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-aerospace__space","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41345","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=41345"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41345"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41345"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41345"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}