Exhibit 10.3
Five-Year Credit Agreement
FIRST AMENDMENT
FIRST AMENDMENT, dated as of July __, 2002 (this "Amendment"), to the
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT, dated as of
November 28, 2001 (the "Credit Agreement"), among RAYTHEON COMPANY, a Delaware
corporation (the "Borrower"), RAYTHEON TECHNICAL SERVICES COMPANY, a Delaware
corporation, and RAYTHEON AIRCRAFT COMPANY, a Kansas corporation, each as a
Guarantor (in such capacity, each a "Guarantor" and, collectively, the
"Guarantors"), the several Lenders from time to time parties thereto (the
"Lenders"), X.X. XXXXXX SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as
joint lead arrangers and joint bookrunners (in such capacity, the "Arrangers"),
BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "Syndication
Agent"), CITICORP USA, INC., CREDIT SUISSE FIRST BOSTON and MIZUHO FINANCIAL
GROUP, as documentation agents (in such capacity, each a "Documentation Agent"
and, collectively, the "Documentation Agents"), and JPMORGAN CHASE BANK, as
administrative agent (in such capacity, the "Administrative Agent" and,
collectively with the Syndication Agent and the Documentation Agents, the
"Agents") for the Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Borrower has requested that
the Lenders, and the Lenders have agreed, to extend credit to the Borrower
subject to the terms and conditions contained therein;
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement in certain ways; and
WHEREAS, the Lenders and the Borrower desire to amend the Credit Agreement
in the manner specified herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
2. Amendments to Section 1.01 of the Credit Agreement (Defined Terms).
The definition of "Consolidated Net Income" appearing in Section 1.01 of the
Credit Agreement is hereby amended by (i) deleting the word "and" appearing
before the third clause thereof and by inserting, in lieu thereof, a comma and
(ii) by adding to the end thereof, before the period xxxx, the following:
"(iv) for the fiscal quarter of Raytheon and its consolidated Subsidiaries
ending June 30, 2002, such Consolidated Net Income shall be increased by an
amount not to exceed $450,000,000 for such fiscal quarter, representing
one-time charges to the extent recorded
in connection with the discontinued operations of Raytheon Engineers and
Constructors with respect to such fiscal quarter".
3. Waiver. The Required Lenders hereby waive compliance with Section
7.05(b) and any related Event of Default pursuant to paragraph (d) of Article
VIII of the Credit Agreement through the date hereof solely to the extent that
the failure to comply with such provisions is remedied by the amendment
contained in Section 2 hereof with respect to the definition of "Consolidated
Net Income".
4. Affirmation of Guarantee. Each Guarantor hereby consents to the
foregoing amendment to the Credit Agreement set forth herein and reaffirms its
obligations under the Guarantee provided by such Guarantor pursuant to Article X
of the Credit Agreement.
5. Conditions to Effectiveness. This Amendment shall become effective
on the date (the "Amendment Effective Date") on which (i) the Borrower and the
Required Lenders shall have executed and delivered this Amendment to the
Administrative Agent and (ii) the Administrative Agent shall have received, for
the account of each Required Lender executing this Amendment, an amendment fee
equal to 0.05% of such Lender's Commitment.
6. Representation and Warranties. To induce the Lenders to enter into
this Amendment, the Borrower hereby represents and warrants to the Lenders as
of the Amendment Effective Date that:
(a) Reaffirmation. As of the date hereof and after giving effect to
this Amendment, the representations and warranties set forth in Article IV
of the Credit Agreement are true and correct in all material respects; and
(b) No Default. After giving effect to this Amendment, no Default
or Event of Default shall have occurred and be continuing.
7. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all its respective out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Amendment and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
8. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent.
9. Severability; Headings. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. The section and
subsection headings used in this Amendment are for convenience of reference only
and are not to affect the construction hereof or to be taken into consideration
in the interpretation hereof.
10. Continuing Effect of Other Documents. This Amendment shall not
constitute an amendment or waiver of any other provision of the Credit Agreement
not expressly referred to herein and shall not be construed as a waiver or
consent to any further or future action on the part of the Borrower that would
require a waiver or consent of the Lenders or the Administrative Agent. Except
as expressly amended, modified and supplemented hereby, the provisions of the
Credit Agreement are and shall remain in full force and effect.
11. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered in New York, New York by their
proper and duly authorized officers as of the day and year first above written.
RAYTHEON COMPANY,
as the Borrower
By:______________________________
Name:
Title:
RAYTHEON TECHNICAL SERVICES COMPANY,
as a Guarantor
By:______________________________
Name:
Title:
RAYTHEON AIRCRAFT COMPANY,
as a Guarantor
By:______________________________
Name:
Title:
JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender
By:______________________________
Name:
Title:
BANK OF AMERICA, NATIONAL ASSOCIATION
as a Lender
By:______________________________
Name:
Title:
CITICORP USA, INC.,
as a Lender
By:______________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as a Lender
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ON BEHALF OF, MIZUHO FINANCIAL GROUP,
as a Lender
By:______________________________
Name:
Title:
SOCIETE GENERALE- CHICAGO BRANCH,
as a Lender
By:______________________________
Name:
Title:
THE BANK OF NOVA SCOTIA,
as a Lender
By:______________________________
Name:
Title:
BARCLAYS BANK PLC,
as a Lender
By:______________________________
Name:
Title:
BNP PARIBAS,
as a Lender
By:______________________________
Name:
Title:
COMMERZBANK AG, NEW YORK BRANCH,
as a Lender
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
FLEET NATIONAL BANK,
as a Lender
By:______________________________
Name:
Title:
WACHOVIA BANK, N.A.,
as a Lender
By:______________________________
Name:
Title:
XXXXXX BROTHERS COMMERCIAL PAPER INC.,
as a Lender
By:______________________________
Name:
Title:
BANK OF TOKYO - MITSUBISHI, LTD.,
as a Lender
By:______________________________
Name:
Title:
BANK ONE, NA (MAIN OFFICE CHICAGO),
as a Lender
By:______________________________
Name:
Title
BAYERISCHE LANDESBANK GIROZENTRALE,
CAYMAN ISLANDS BRANCH,
as a Lender
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By:______________________________
Name:
Title:
MELLON BANK, N.A.,
as a Lender
By:______________________________
Name:
Title:
UBS AG, STAMFORD BRANCH,
as a Lender
By:______________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH,
as a Lender
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
THE BANK OF NEW YORK,
as a Lender
By:______________________________
Name:
Title:
BANCA NAZIONALE DEL LAVORO S.p.A.,
New York Branch,
as a Lender
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
XXXXXX XXXXXXX BANK, as a Lender
By:___________________________
Name:
Title:
