January 7, 1996 [LOGO - XX XXXXXX]
Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxxxx
Vice President and Treasurer
Ladies and Gentlemen:
We understand that Lockheed Xxxxxx Corporation (the "Borrower"), directly
or indirectly through a wholly owned subsidiary, intends to purchase the common
stock of "Wings" in a transaction to be agreed to by the respective Boards of
Directors of the Borrower and "Wings" (the "Transaction"). The financing for
such purchase would be effected by a syndicated loan financing. You have
requested X.X. Xxxxxx Securities Inc. ("JPMSI") to arrange and BA Securities,
Inc. ("BASI") to co-arrange financing in the syndicated bank market for an
amount up to $10,000,000,000 for the Borrower in connection with the Transaction
(the "Proposed Financing").
By separate letters dated as of the date hereof, each of Xxxxxx Guaranty
Trust Company of New York and Bank of America National Trust and Savings
Association have committed to provide up to $1,375,000,000 of the Proposed
Financing (the "Commitment Letters"). In response to your request in connection
with the Transaction and the Proposed Financing, please be advised that we are
highly confident that we will be able to arrange a syndicate of lenders for the
balance of the maximum aggregate amount of the Proposed Financing on the terms
contemplated by the Commitment Letters. The foregoing is based upon our
knowledge and experience in the loan syndication market and subject to the
assumptions set forth below.
Our view is based on and subject to, among other factors, (i) our
consideration of the information the Borrower has supplied to us to date
(without any independent investigation) and our consideration of the information
available concerning the Borrower and "Wings" under the Securities Exchange Act
of 1934; (ii) the absence of adverse changes in the relevant markets or in the
regulatory environment, and the absence of any domestic or international event,
act or occurrence ("Disruption"), that in our reasonable judgment is likely to
materially and adversely affect the syndication of the Proposed Financing; it
being understood that there can be no assurance that such markets or regulatory
environment will not so change, or that such Disruption will not occur, in the
future; (iii) our present understanding of the terms upon which the Borrower
intends to effect the Transaction (including the terms contemplated by the
Commitment Letters); (iv) representations by the Borrower to us of its
willingness to
cooperate with us in structuring an appropriate credit facility; (v) our current
understanding of the proposed capital structure and investment grade status of
the Borrower after giving effect to any financing referred to herein; (vi) the
absence of material adverse changes in the financial condition, business,
assets, or results of operations of the Borrower or "Wings" and (vii) any
necessary actions by or restrictions of federal, state, or other governmental
agencies or regulatory authorities in connection with the Transaction.
Please be advised that this letter is not a commitment to obtain financing
for the Transaction and creates no obligation on our part in connection
therewith.
This letter is intended solely for the use of the Borrower and not any
other person and may not be used or relied upon by, or disclosed, referred to or
communicated by you (in whole or in part) to any third party for any purpose
whatsoever (except to your professional advisors, "Wings" and its professional
advisors for their purposes in evaluating the Borrower's proposal with respect
to the Transaction and as may otherwise be required by law in the opinion of
your counsel), except with our prior written permission and except that you may
disclose the contents of this letter and include a copy of the letter in your
Schedule 14D-1 to be filed with the Securities and Exchange Commission and the
Offer to Purchase included therein.
We look forward to working with you on this transaction.
Sincerely,
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxxx X. Xxxxx
____________________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President
