EXHIBIT 10.2
AMENDMENT AND REAFFIRMATION OF
AMENDED AND RESTATED GUARANTEE
AMENDMENT AND REAFFIRMATION OF AMENDED AND RESTATED GUARANTEE, dated
as of March __, 2001 (this "Amendment and Reaffirmation"), of the Amended and
Restated Guarantee, dated as of March 18, 1999 (the "Guarantee"), made by
Raytheon Company, a Delaware corporation ("Raytheon", together with its
successors and assigns permitted therein, the "Guarantor"), in favor of the
Purchasers referred to therein and Bank of America National Trust 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, Raytheon entered
into the Guarantee;
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, each 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 Raytheon shall have executed and delivered this
Amendment and Reaffirmation to the Managing Facility Agent;
WHEREAS, Raytheon desires to consent to the amendments to the Purchase
Agreement, to consent to the amendments to the Guarantee as contained herein and
to otherwise reaffirm its obligations under the Guarantee;
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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,
Raytheon hereby agrees as follows:
1. Defined Terms. Capitalized terms used herein but not defined
shall have the meanings given to such terms in the Guarantee.
2. Amendment to Section 10. Section 10 of the Guarantee is hereby
amended as follows:
(i) in the first sentence of such Section 10, by deleting the "and"
immediately following the word "(l)" and inserting in its place "," and by
inserting "and (n)" immediately following the word "(m)" and
(ii) at the end of such Section 10, by inserting the following
clause:
"(n) Interest Rate Protection. Within 30 Business Days after the
occurrence of a Rating Event obtain and maintain interest rate caps or
interest rate swaps (or such other interest rate protection as the Managing
Facility Agent and the Majority Purchasers shall require), at the
Guarantor's own expense, in a manner consistent with the requirements of
FASB 140, which shall be satisfactory in form and substance to the Managing
Facility Agent and the Majority Purchasers and the rights of the Guarantor
thereunder shall be pledged to the Administrative Agent, for the ratable
benefit of the Purchasers, as collateral security for the obligations of
the Guarantor hereunder."
3. Consent and Reaffirmation. Raytheon hereby consents to the
amendments to the Purchase Agreement and to the execution of the Amended
Purchase Agreement by Raytheon Credit and the Seller, hereby consents to the
amendments to the Guarantee as contained herein and hereby reaffirms it
obligations under the Guarantee.
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IN WITNESS WHEREOF, Raytheon has caused this Amendment and Reaffirmation to
be duly executed and delivered by its proper and duly authorized officer as of
the day and year first written above.
RAYTHEON COMPANY
By:____________________________
Name:
Title:
Acknowledged By:
BANK OF AMERICA, N.A.,
as Managing Facility Agent
By:____________________________
Name:
Title:
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