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EXHIBIT 10.16
TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this "TRR Agreement")
dated as of March 18, 1999, among RAYTHEON COMPANY, a Delaware corporation (the
"Borrower"), the financial institutions listed in Annex I hereto under the
captions "Continuing Lenders" (the "Continuing Lenders") and "Additional
Lenders" (the "Additional Lenders", and, together with the Continuing Lenders,
the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders, and CITIBANK, N.A., as Documentation Agent. Capitalized terms used and
not defined herein shall have the meanings assigned to such terms in the New
Credit Agreement (as defined below).
WHEREAS, the Borrower, the Continuing Lenders, certain other lenders and
the Administrative Agent are parties to an 364-day Credit Agreement dated as of
May 30, 1997, as terminated, replaced and restated by the Termination,
Replacement and Restatement Agreement dated as of May 1, 1998 (the "Original
Credit Agreement");
WHEREAS, the Original Credit Agreement is to be terminated as provided
herein; and
WHEREAS, the Continuing Lenders and the Additional Lenders are willing,
subject to the terms and conditions of this TRR Agreement, to replace the
Original Credit Agreement with a new credit agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained in this
TRR Agreement and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Replacement and Restatement. Subject to the conditions set forth
in Section 3 hereof:
(a) the Original Credit Agreement, including all schedules and exhibits
thereto, is hereby terminated, subject to the applicable provisions set
forth therein as to the survival of certain rights and obligations, and
simultaneously replaced by a new credit agreement (the "New Credit
Agreement") identical in form and substance to the Original Credit
Agreement except as expressly set forth below.
(b) The heading of the New Credit Agreement shall read as follows:
"364-DAY CREDIT AGREEMENT dated as of March
18, 1999, among RAYTHEON COMPANY, a Delaware
corporation (the "Borrower"), the Lenders (as defined
in Article I), THE CHASE MANHATTAN BANK, a New York
banking corporation, as administrative agent (in such
capacity, the 'Administrative Agent') for the
Lenders, and CITIBANK, N.A., as Documentation Agent
(the 'Documentation Agent')."
and all references to the "Closing Date" in the New Credit Agreement
shall be deemed to refer to March 18, 1999.
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(c) The definitions of "Agents' Fees", "Fees", "Maturity Date" and "Utilization
Fee" in Section 1.01 of the New Credit Agreement shall read as follows:
'Agents' Fees' shall have the meaning assigned to such term in Section 2.06(c).
'Fees' shall mean the Facility Fees, the Utilization Fees and the Agents' Fees.
'Maturity Date' shall mean March 16, 2000.
'Utilization Fee' shall have the meaning assigned to such term in Section
2.06(b).
(d) Section 2.06(b) through (d) of the New Credit Agreement shall read as
follows:
"(b) The Borrower agrees to pay to each Lender, through the Administrative
Agent, on the last day of March, June, September and December in each year, and
on the date on which the Commitment of such Lender shall be terminated as
provided herein, a utilization fee (a "Utilization Fee") equal to .20% on the
average daily amount of the Revolving Loans of such Lender for each day during
the preceding quarter (or shorter period commencing with the date hereof or
ending with the Maturity Date or the date on which the Commitment of such Lender
shall expire or be terminated) on which such Lender's Revolving Loans exceed 25%
of such Lender's Commitment. All Utilization Fees shall be computed on the basis
of the actual number of days elapsed in a year of 360 days. The Utilization Fee
due to each Lender shall commence to accrue on the date of this Agreement and
shall cease to accrue on the earlier of the Maturity Date and the date on which
the Commitment of such Lender shall be terminated as provided herein.
(c) The Borrower agrees to pay to the Administrative Agent or its Affiliates,
for its own account, the fees set forth in the Fee Letter at the times and in
the amounts specified therein (the "Agents' Fees").
(d) All Fees shall be paid on the dates due, in immediately available funds.
Once paid, none of the Fees shall be refundable under any circumstances."
(e) Section 3.05 of the New Credit Agreement shall read as follows:
"The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet, statement of income and statement of cash flows (a) as of and for the
fiscal year ended December 31, 1997, audited by and accompanied by the opinion
of Coopers & Xxxxxxx, independent public accountants and (b) as of and for the
three fiscal quarters ended September 30, 1998, certified by its chief financial
officer. Such financial statements present fairly the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries as of
such dates and for such periods. Such balance sheets and the notes thereto
disclose all material liabilities, direct or contingent, of the Borrower and its
consolidated Subsidiaries as of the dates thereof, other than, in the case of
the financial statements described in clause (b) of this Section, contingent
liabilities not disclosed therein due to the absence of notes thereto. Such
financial statements were prepared in accordance with GAAP applied on a
consistent basis."
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(f) Section 3.13 of the New Credit Agreement shall read as follows:
"SECTION 3.13. Year 2000. The disclosure with respect to the proper functioning,
in and following the year 2000, of (a) the computer systems of the Borrower and
its Subsidiaries and (b) equipment containing embedded microchips (including
systems and equipment supplied by others or with which the Borrower's systems
interface) as set forth in Item 2 of the Borrower's report on Form 10-Q for the
quarter ended September 30, 1998 filed with the Securities and Exchange
Commission is true and correct in all material respects."
(g) The references to "May 1, 1998" in Exhibit A, Exhibit B, Exhibit C,
Exhibit D-1, Exhibit D-2, Exhibit D-3 and Exhibit D-4 of the Original Credit
Agreement shall be changed to references to "March 18, 1999" in the New Credit
Agreement.
(h) Schedule 2.01 to the New Credit Agreement shall be in the form of
Schedule 2.01 to this TRR Agreement.
SECTION 2. Representations and Warranties. The Borrower represents and
warrants to each of the Lenders that:
(a) This TRR Agreement and the New Credit Agreement have been duly authorized
and, in the case of this TRR Agreement, executed and delivered by it and
constitute its legal, valid and binding obligations enforceable in
accordance with their terms.
(b) The representations and warranties set forth in Article III of the New
Credit Agreement, after giving effect to this TRR Agreement, are true and
correct in all material respects on the date hereof with the same effect as
if made on the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date.
(c) Before and after giving effect to this TRR Agreement, no Default or Event
of Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This TRR Agreement shall become
effective as of March 18, 1999 (the "Effective Date") upon the occurrence of the
following conditions precedent:
(a) The Administrative Agent shall have received counterparts of this TRR
Agreement which, when taken together, bear the signatures of all the
parties hereto.
(b) The Administrative Agent shall have received, on behalf of itself and the
Lenders, a favorable written opinion of counsel to the Borrower,
substantially to the effect set forth in Exhibits E and F of the Original
Credit Agreement but referring to this TRR Agreement and the New Credit
Agreement, (i) dated the date hereof, (ii) addressed to the Administrative
Agent and the Lenders, and (iii) covering such other matters relating to
this TRR Agreement and the transactions contemplated hereby as the
Administrative Agent shall reasonably request, and the Borrower hereby
instructs such counsel to deliver such opinion.
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(c) All legal matters incident to this TRR Agreement, the New Credit Agreement
and the Borrowings and extensions of credit hereunder shall be satisfactory
to the Lenders and to Cravath, Swaine & Xxxxx, counsel for the
Administrative Agent.
(d) The Administrative Agent shall have received on the date hereof (i) a copy
of the certificate or articles of incorporation, including all amendments
thereto, of the Borrower, certified as of a recent date by the Secretary of
State of the State of Delaware, and a certificate as to the good standing
of the Borrower as of a recent date, from such Secretary of State; (ii) a
certificate of the Secretary or Assistant Secretary of the Borrower dated
the date hereof and certifying (A) that attached thereto is a true and
complete copy of the by-laws of the Borrower as in effect on the date
hereof and at all times since a date prior to the date of the resolutions
described in clause (B) below, (B) that attached thereto is a true and
complete copy of resolutions duly adopted by the Board of Directors of the
Borrower authorizing this TRR Agreement and the execution, delivery and
performance of this TRR Agreement and the borrowings under the New Credit
Agreement, and that such resolutions have not been modified, rescinded or
amended and are in full force and effect, (C) that the certificate or
articles of incorporation of the Borrower have not been amended since the
date of the last amendment thereto shown on the certificate of good
standing furnished pursuant to clause (i) above, and (D) as to the
incumbency and specimen signature of each officer executing this TRR
Agreement or any other document delivered in connection herewith on behalf
of the Borrower; (iii) a certificate of another officer as to the
incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to (ii) above; and (iv) such other
documents as the Lenders or Cravath, Swaine & Xxxxx, counsel for the
Administrative Agent, may reasonably request.
(e) The Administrative Agent shall have received a certificate, dated the date
hereof and signed by a Financial Officer of the Borrower, confirming
compliance with the representations and warranties set forth in paragraphs
(b) and (c) of Section 2.
(f) The Administrative Agent shall have received all Fees and other amounts due
and payable on or prior to the date hereof, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder.
(g) All principal, interest and other amounts (including all Fees accrued to
the Closing Date) under the Original Credit Agreement shall have been paid
in full.
SECTION 4. Applicable Law. THIS TRR AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
SECTION 5. Original Credit Agreement. Until the occurrence of the Effective
Date as provided in Section 3 hereof, the Original Credit Agreement shall
continue in full force and effect in accordance with the provisions thereof and
the rights and obligations of the parties thereto shall not be affected hereby,
and all Fees and interest accruing under the Original Credit Agreement shall
continue to accrue at the rates provided for therein.
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SECTION 6. Counterparts. This TRR Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract.
SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative
Agent for its out-of-pocket expenses in connection with this TRR Agreement
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Xxxxx, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this TRR
Agreement to be duly executed by their respective authorized officers as of the
day and year first written above.
RAYTHEON COMPANY,
by
Name:
Title:
THE CHASE MANHATTAN BANK, individually and as Administrative Agent,
by
Name:
Title:
CITIBANK, N.A., individually and as Documentation Agent,
by
Name:
Title:
SIGNATURE PAGE TO THE TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT DATED
AS OF MARCH 18, 1999, AMONG RAYTHEON COMPANY, THE LENDERS, THE CHASE MANHATTAN
BANK, as administrative agent, and CITIBANK, N.A., as documentation agent
Name of Institution
by
Name:
Title:
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ANNEX I
Continuing Lenders
ABN AMRO Bank N.V.
Arab Bank Plc
Australia and New Zealand Banking Group Limited
Banca Commerciale Italiana, New York Branch
Banca Popolare di Milano
Bank Boston, N.A.
Bankers Trust Company
Bank of America NT & SA
The Bank of New York
The Bank of Nova Scotia
Bank of Tokyo-Mitsubishi Trust Company
Banque Nationale de Paris
Bayerische Landesbank Girozentrale
Bayerische Hypo-und Vereinsbank AG, New York Branch
Canadian Imperial Bank of Commerce
CARIPLO-Cassa di Risparmio delle Provincie Lombarde, S.p.A.
The Chase Manhattan Bank
Citibank, N.A.
Commerzbank AG, New York Branch
Credit Lyonnais, New York Branch
Credit Suisse First Boston
Den Danske Bank Aktieselskab, Cayman Islands Branch
Deutsche Bank AG New York and/or Cayman Islands Branch
The First National Bank of Chicago
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[PG NUMBER]
FMB Bank
First Union National Bank
Fleet Bank
The Industrial Bank of Japan, Limited, New York Branch
Instituto Bancario San Paolo di Torino
KBC Bank N.V.
Mellon Bank
The Mitsubishi Trust and Banking Corporation
The National Bank of Kuwait S.A.K.
Societe Generale
The Sumitomo Bank, Limited
Wachovia Bank, N.A.
Westdeutsche Landesbank
Westpac Banking Corporation
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SCHEDULE 2.01
Additional Lenders
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Name and Address of Lender Contact Person and Telecopy Number Commitment
ABN AMRO Bank N.V. Xx. Xxxxx X. Xxxxx $24,000,000.00
One Post Office Square (000) 000-0000
00xx Xxxxx
Xxxxxx, XX 00000
Arab Bank Plc Mr. Sa'Xx Xxxxxxxx $3,650,000.00
000 Xxxxxxx Xxxxxx, 0xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000-0000
Australia and New Zealand Banking Xx. Xxxxxxxxx X. Xxxxxxxx $1,050,000.00
Group Limited (212) 801-9131
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Banca Commerciale Italiana, New York Mr. John Michalsin $10,000,000.00
Branch (000) 000-0000
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Banca Popolare di Milano Xx. Xxxxxx Xxxxxxxxx $3,650,000.00
000 Xxxx Xxxxxx, 0xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Bank Boston, N.A. Xx. Xxxxx Xxxxx $14,000,000.00
000 Xxxxxxx Xxxxxx (000) 000-0000
Xxxxxx, XX 00000
Bankers Trust Company Xx. Xxxxxx Xxxxx $24,000,000.00
One Bankers Trust Plaza (000) 000-0000
Xxx Xxxx, XX 00000
Bank of America NT & SA Mr. Xxxxxx Xxxxxx $38,000,000.00
000 X. Xxxxxx Xxxxxx (000) 000-0000
Xxx Xxxxxxx, XX 00000
The Bank of New York Xx. Xxxxxxx Xxxxx $24,000,000.00
Xxx Xxxx Xxxxxx, 00xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000
The Bank of Nova Scotia Mr. Xxxxxxx Xxxxxxx $24,000,000.00
000 Xxxxxxx Xxxxxx, Xxxxx 16 (617) 951-2177
Xxxxxx, XX 00000
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Bank of Tokyo-Mitsubishi Xx. Xxxxxxx Bonebreake $10,000,000.00
000 Xxxxxx Xxxxxx, 00xx Xxxxx (000) 000-0000
Xxxxxx, XX 00000
Banque Nationale de Paris Mr. Xxxxxxx Xxxx $24,000,000.00
000 Xxxx Xxxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Bayerische Landesbank Girozentrale Mr. Xxxxx Xxxxx $3,650,000.00
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Bayerische Hypo-und Vereinsbank AG, Xx. Xxxxxxxx Xxxxxxxxxx $10,000,000.00
New York Branch (212) 672-5530
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Canadian Imperial Bank of Commerce Mr. Xxxxx Xxxxxxxx $18,000,000.00
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000
CARIPLO-Cassa di Risparmio delle Xx. Xxxxxxx Xxxxxx $10,000,000.00
Provincie Lombarde, S.p.A. (000) 000-0000
00 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
The Chase Manhattan Bank Xx. Xxxxxx Xxxxxxxx $41,650,000.00
000 Xxxx Xxxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Citibank, N.A. Xx. Xxxxx Xxxxxx $38,000,000.00
000 Xxxx Xxxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Commerzbank AG, New York Branch Mr. Xxxxxx Xxxxxxx $15,000,000.00
2 World Financial Center, 34th Floor (000) 000-0000
Xxx Xxxx, XX 00000-0000
Credit Lyonnais Xx. Xxxxxxx Xxxxxx $24,000,000.00
00 Xxxxx Xxxxxx (000) 000-0000
Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, Xx 00000
Credit Suisse First Boston Xx. Xxxx Xxxxxxxxx $25,000,000.00
00 Xxxxxxx Xxxxxx, 00xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Den Danske Bank Aktieselskab, Cayman Xx. Xxxxx Xxxxxxxxx $3,650,000.00
Islands Branch (212) 370-9239
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
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Deutsche Bank AG New York and/or Mr. Xxxxxx Xxxxxx $24,000,000.00
Cayman Islands Branch (212) 469-8212
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
The First National Bank of Chicago Mr. Xxxxx Xxxxxxxx $15,000,000.00
000 X. 00xx Xxxxxx, 0xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000
FMB Bank Xx. Xxxxxxxxxxx Xxxxxxxxx $11,000,000.00
00 Xxxxx Xxxxxxx Xxxxxx, Banc 000-000 (000) 000-0000
Xxxxxxxxx, XX 00000
First Union National Bank Xx. Xxxxx Xxxx $8,050,000.00
0 Xxxxx Xxxxx Xxxxxx, XX-0 (000) 000-0000
Xxxxxxxxx, XX 00000-0000
Fleet Bank Xx. Xxxx Xxxxxxxx $10,000,000.00
Xxx Xxxxxxx Xxxxxx (000) 000-0000
Xxxxxx, XX 00000
The Industrial Bank of Japan, Xx. Xxxx Xxxxxx $24,000,000.00
Limited, New York Branch (000) 000-0000
0000 Xxxxxx xx xxx Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Instituto Bancario San Paolo di Torino Xx. Xxxxxx XxXxxxx $7,000,000.00
000 Xxxx Xxxxxx (000) 000-0000
Xxx Xxxx, XX 00000
KBC Bank N.V. Xx. Xxxxxx Xxxxxx $5,000,000.00
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Mellon Bank Mr. Xxxxxx Sunmersgill $17,000,000.00
One Xxxxxx Xxxxx, 0xx Xxxxx (000) 000-0000
Xxxxxx, XX 00000
The Mitsubishi Trust and Banking Xx. Xxx Xxxxxxx $7,000,000.00
Corporation (212) 644-6825
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
The National Bank of Kuwait S.A.K. Xx. Xxxxxxxx Xxxxx $3,650,000.00
000 Xxxx Xxxxxx, 00xx Xxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Societe Generale Mr. Xxxxxx Xxxxxxxx $7,000,000.00
1221 Avenue of the Americas (000) 000-0000
Xxx Xxxx, XX 00000
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The Sumitomo Bank, Limited Xx. Xxxxx Xxxxxxx $24,000,000.00
000 Xxxx Xxxxxx (000) 000-0000
Xxx Xxxx, XX 00000
Wachovia Bank, N.A. Mr. Xxxx Xxxxxxxx $24,000,000.00
000 Xxxxxxxxx Xxxxxx N.E. (000) 000-0000
Xxxxxxx, XX 00000
Westdeutsche Landesbank Xx. Xxx Xxxxxx $14,000,000.00
1211 Avenue of the Americas (000) 000-0000
Xxx Xxxx, XX 00000
Westpac Banking Corporation Mr. Xxxxx Xxxxx $10,000,000.00
000 Xxxxx Xxxxxx (000) 000-0000
Xxx Xxxx, XX 00000
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TOTAL COMMITMENT $600,000,000.00
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