EXHIBIT 10.3
REAFFIRMATION OF
AMENDED AND RESTATED REPURCHASE AGREEMENT
REAFFIRMATION OF AMENDED AND RESTATED REPURCHASE AGREEMENT, dated as
of March __, 2001 (this "Reaffirmation"), of the Amended and Restated Repurchase
Agreement, dated as of March 18, 1999 (as amended by the Reaffirmation of
Amended and Restated Repurchase Agreement, dated March 10, 2000, the "Repurchase
Agreement"), made by Raytheon Aircraft Company, a Kansas corporation ("RAC"), in
favor of the Purchasers referred to therein and Bank of America National Trust
and Savings Association, as managing facility agent (in such capacity, the
"Managing Facility Agent") for such Purchasers.
WHEREAS, pursuant to the Second Amended and Restated Purchase and Sale
Agreement, dated as of March 10, 2000 (as hereto amended, modified or otherwise
supplemented) (the "Purchase Agreement"), among Raytheon Aircraft Receivables
Corporation, a Kansas corporation (the "Seller"), Raytheon Aircraft Credit
Corporation ("Raytheon Credit"), as Servicer (as defined therein), the financial
institutions and special purpose corporations from time to time parties thereto
(the "Purchasers"), Bank of America, N.A., as Managing Facility Agent (in such
capacity, the "Managing Facility Agent") and Documentation Agent for the
Purchasers, Bank of America, N.A. and the Chase Manhattan Bank, as Co-
Administrative Agents for the Purchasers (each in such capacity, a "Co-
Administrative Agent"), The Chase Manhattan Bank, as Syndication Agent (in such
capacity, the "Syndication Agent"), Citibank, N.A. and Credit Suisse First
Boston, as Co-Syndication Agents (each in such capacity, a "Co-Syndication
Agent"), and each Administrative Agent referred to therein, RAC entered into the
Repurchase Agreement;
WHEREAS, the Purchase Agreement is being amended and restated by the
Third Amended and Restated Purchase and Sale Agreement (the "Amended Purchase
Agreement"), dated as of March __, 2001, among Raytheon Aircraft Receivables
Corporation, a Kansas corporation (the "Seller"), Raytheon Aircraft Credit
Corporation ("Raytheon Credit"), as Servicer (as defined therein), 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"), The Chase
Manhattan Bank and Bank of America, N.A., as Co-Administrative Agents for the
Purchasers (in such capacity, a "Co-Administrative Agent"), XX Xxxxxx, a
division of Chase Securities Inc., and Banc of America Securities LLC, as Co-
Arrangers and Joint Bookrunners, XX Xxxxxx, a division of Chase Securities Inc.,
as Syndication Agent (in such capacity, the "Syndication Agent") and each
Administrative Agent referred therein;
WHEREAS, it is a condition precedent to the effectiveness of the
Amended Purchase Agreement that RAC shall have executed and delivered this
Reaffirmation to the Managing Facility Agent;
WHEREAS, RAC desires to consent to the amendments to the Purchase
Agreement and to reaffirm its obligations under the Repurchase Agreement;
1
NOW THEREFORE, in consideration of the foregoing and to induce the
Managing Facility Agent, the Co-Agents, the Agents and the Purchasers to enter
into the Amended Purchase Agreement and to induce the Purchasers to make their
respective purchasers from the Seller under the Amended Purchase Agreement, RAC
hereby agrees as follows:
1. Defined Terms. Capitalized terms used herein but not defined shall
have the meanings given to such terms in the Repurchase Agreement.
2. Consent and Reaffirmation. RAC hereby consents to the amendments
to the Purchase Agreement and to the execution of the Amended Purchase Agreement
by Raytheon Credit and the Seller and hereby reaffirms it obligations under the
Repurchase Agreement.
2
IN WITNESS WHEREOF, RAC has caused this Reaffirmation to be duly
executed and delivered by its proper and duly authorized officer as of the day
and year first written above.
RAYTHEON AIRCRAFT COMPANY
By:____________________________
Name:
Title:
Acknowledged By:
BANK OF AMERICA, N.A.,
as Managing Facility Agent
By:____________________________
Name:
Title
3
