Exhibit 10.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of July __, 2002 (this "Amendment"), to the
FOURTH AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of March 8,
2002 (the "Purchase and Sale Agreement"), among RAYTHEON AIRCRAFT RECEIVABLES
CORPORATION, a Kansas corporation (the "Seller"), RAYTHEON AIRCRAFT CREDIT
CORPORATION ("Raytheon Credit"), as Servicer, the financial institutions and
special purpose corporations from time to time parties thereto (the
"Purchasers"), BANK OF AMERICA, N.A., as Managing Facility Agent for the
Purchasers (in such capacity, the "Managing Facility Agent"), JPMORGAN CHASE
BANK and BANK OF AMERICA, N.A., as Co-Administrative Agents for the Purchasers
(each in such capacity, a "Co-Administrative Agent"), X.X. XXXXXX SECURITIES
INC., as Syndication Agent (in such capacity, the "Syndication Agent"),
CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON and FLEET SECURITIES, INC., as
Co-Documentation Agents (each in such capacity, a "Co-Documentation Agent") and
each Administrative Agent referred to therein.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Purchase and Sale Agreement, the Purchasers
have agreed to purchase, and have purchased, certain Receivables from the
Seller;
WHEREAS, the Seller has requested that the Purchasers and the Managing
Facility Agent amend the Purchase and Sale Agreement in certain ways; and
WHEREAS, the Purchasers, the Seller, the Servicer, the Managing
Facility Agent, RAC and Raytheon desire to amend the Purchase and Sale Agreement
in the manner specified herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Purchase and Sale Agreement and
used herein shall have the meanings given to them in the Purchase and Sale
Agreement.
2. Amendments to Section 1.1 of the Purchase and Sale Agreement
(Defined Terms). The definition of "Consolidated Net Income" appearing in
Section 1.1 of the Purchase and Sale 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
aggregate amount not to exceed $450,000,000 for such 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 Purchasers hereby waive compliance with
Section 8.1(h) of the Purchase and Sale Agreement through the date hereof solely
to the extent that the failure to comply with such Section is remedied by the
amendment contained in Section 2 hereof with respect to the definition of
"Consolidated Net Income".
4. Affirmation of Repurchase Agreement. RAC hereby consents to the
foregoing amendment to the Purchase and Sale Agreement set forth herein and
reaffirms its obligations under the Repurchase Agreement.
5. Affirmation of Guarantee. The Guarantor hereby consents to the
foregoing amendment to the Purchase and Sale Agreement set forth herein and
reaffirms its obligations under the Guarantee.
6. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which (i) the Seller,
the Servicer, RAC, Raytheon, the Managing Facility Agent and the Required
Purchasers shall have executed and delivered this Amendment to the Managing
Facility Agent and (ii) the Managing Facility Agent shall have received, for the
account of each Required Purchaser executing this Amendment, an amendment fee
equal to 0.05% of such Purchaser's Commitment.
7. Representation and Warranties. (a) By the Seller. To induce the
Managing Facility Agent and the Purchasers to enter into this Amendment, the
Seller hereby represents and warrants to the Managing Facility Agent and the
Purchasers as of the Amendment Effective Date that:
(i) Reaffirmation. As of the date hereof and after giving effect
to this Amendment, the representations and warranties set forth in Section
4 of the Purchase and Sale Agreement and Sections 3.1(b) and 3.2 of the
Intercompany Purchase Agreement are true and correct in all material
respects; and
(ii) No Amortization Event. After giving effect to this
Amendment, no Amortization Event shall have occurred and be continuing.
(b) By the Servicer. To induce the Managing Facility Agent and the
Purchasers to enter into this Amendment, the Servicer hereby represents and
warrants to the Managing Facility Agent and the Purchasers as of the Amendment
Effective Date that:
(i) Reaffirmation. As of the date hereof and after giving effect
to this Amendment, the representations and warranties set forth in Section
4 of the Purchase and Sale Agreement and Sections 3.1(b) and 3.2 of the
Intercompany Purchase Agreement are true and correct in all material
respects; and
(ii) No Amortization Event. After giving effect to this
Amendment, no Amortization Event shall have occurred and be continuing.
(c) By RAC. To induce the Managing Facility Agent and the Purchasers
to enter into this Amendment, RAC hereby represents and warrants to the Managing
Facility Agent and the Purchasers as of the Amendment Effective Date that as of
the date hereof and after giving effect to this Amendment, the representations
and warranties set forth in Section 9 of the Repurchase Agreement are true and
correct in all material respects.
(d) By Raytheon. To induce the Managing Facility Agent and the
Purchasers to enter into this Amendment, Raytheon hereby represents and warrants
to the Managing Facility
Agent and the Purchasers as of the Amendment Effective Date that as of the date
hereof and after giving effect to this Amendment, the representations and
warranties set forth in Section 9 of the Guarantee are true and correct in all
material respects.
8. Payment of Expenses. Raytheon agrees to pay or reimburse the
Managing Facility Agent and each Co-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 Managing Facility Agent and the
Co-Administrative Agents.
9. 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 Seller and the Managing Facility Agent.
10. 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.
11. Continuing Effect of Other Documents. This Amendment shall not
constitute an amendment or waiver of any other provision of the Purchase and
Sale 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 Seller or
the Servicer that would require a waiver or consent of the Purchasers or the
Managing Facility Agent. Except as expressly amended, modified and supplemented
hereby, the provisions of each Purchase Document and the other documents
executed pursuant to the Purchase Documents are and shall remain in full force
and effect.
12. 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 AIRCRAFT RECEIVABLES CORPORATION,
as Seller
By: ______________________________________
Name:
Title:
RAYTHEON AIRCRAFT CREDIT CORPORATION,
as Servicer
By: ______________________________________
Name:
Title:
RAYTHEON COMPANY
By: ____________________________________
Name:
Title:
RAYTHEON AIRCRAFT COMPANY
By: ____________________________________
Name:
Title:
BANK OF AMERICA, N.A.,
as Managing Facility Agent and Co-Administrative Agent
By: ______________________________________________
Name:
Title:
JPMORGAN CHASE BANK,
as Co-Administrative Agent and Syndication Agent
By: ______________________________________________
Name:
Title:
JPMORGAN CHASE BANK
By: __________________________________
Name:
Title:
SPC: RECEIVABLES CAPITAL CORPORATION
By: _____________________________
Name:
Title:
SPC BANK: BANK OF AMERICA, N.A.
By: _____________________________
Name:
Title:
SPC: CHARTA CORPORATION
By: CITICORP NORTH AMERICA, INC.,
as Attorney-in-Fact
By: ______________________________
Name:
Title:
SPC BANK: CITIBANK, N.A.
By: ________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS
BRANCH
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
SPC: EAGLEFUNDING CAPITAL CORP.
By: FLEET SECURITIES, INC.
as Attorney-in-Fact
By: __________________________________
Name:
Title:
SPC BANK: FLEET NATIONAL BANK
By: __________________________________
Name:
Title:
SPC: XXXXXXXX FUNDING CORPORATION
By: ___________________________
Name:
Title:
SPC BANK: BNP PARIBAS, NEW YORK BRANCH
By: ___________________________
Name:
Title:
By: ___________________________
Name:
Title:
SPC: ATLANTIC ASSET SECURITIZATION CORP.
By: CREDIT LYONNAIS NEW YORK BRANCH,
as Attorney-in-Fact
By: _________________________________
Name:
Title:
SPC BANK: CREDIT LYONNAIS NEW YORK BRANCH
By: _________________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: __________________________________
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By: ________________________________
Name:
Title:
SOCIETE GENERALE
By: __________________________________
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: _________________________________
Name:
Title:
SPC: THREE RIVERS FUNDING CORPORATION
By: __________________________________
Name:
Title:
SPC: VICTORY RECEIVABLES CORPORATION
By: ____________________________________
Name:
Title:
SPC BANK: BANK OF TOKYO - MITSUBISHI, LTD.
By: ____________________________________
Name:
Title:
SPC: FALCON ASSET SECURITIZATION CORPORATION
By: ________________________________________
Name:
Title:
By: ________________________________________
Name:
Title:
SPC BANK: BANK ONE, NA
By: ________________________________________
Name:
Title:
BAYERISCHE LANDESBANK GIROZENTRALE
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
SPC: BAVARIA UNIVERSAL FUNDING CORPORATION
By: _____________________________________
Name:
Title:
SPC BANK: BAYERISCHE HYPO-UND VEREINSBANK
AG
By: _____________________________________
Name:
Title:
By: _____________________________________
Name:
Title:
KBC BANK NV
By: _____________________________________
Name:
Title:
By: _____________________________________
Name:
Title:
THE BANK OF NEW YORK
By: _____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: _____________________________________
Name:
Title:
SPC: PARADIGM FUNDING LLC
By: _____________________________________
Name:
Title:
SPC BANK: WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: _____________________________________
Name:
Title:
By: _____________________________________
Name:
Title:
BANCA NAZIONALE DEL LAVORO SPA
By: _____________________________________
Name:
Title:
