EXHIBIT 10.32
EXECUTION COPY
SECOND AMENDMENT
SECOND AMENDMENT, dated as of November 25, 2002 (this "Amendment"), to the
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT, dated as of
November 28, 2001 (as amended by the First Amendment thereto, dated as of July
25, 2002, 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).
(a) The definition of "L/C Commitment" appearing in Section 1.01 of
the Credit Agreement is hereby amended by deleting "$300,000,000" appearing
in clause (i) thereof and by inserting, in lieu thereof, "$500,000,000".
(b) The definition of "364-Day Credit Agreement" appearing in Section
1.01 of the Credit Agreement is hereby amended by (i) deleting such
definition in its entirety and (ii) inserting in lieu thereof the
following:
"364-Day Credit Agreement" shall mean the 364-Day Credit Agreement,
dated as of November 27, 2002, as amended and in effect from time to time,
among the Borrower, Raytheon Technical Services Company, a Delaware
corporation, and Raytheon Aircraft Company, a Kansas corporation, each as a
Guarantor, the several lenders from time to time parties thereto and
JPMorgan Chase Bank, as the administrative agent, or any refinancing or
replacement thereof.
3. Amendment to Section 8 of the Credit Agreement (Events of Default).
Section 8(f) of the Credit Agreement is hereby amended by inserting,
immediately following the appearance of the term "Indebtedness" in clause
(i) thereof, the parenthetical "(excluding guarantees, which are covered by
clause (ii) below)".
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,
each Guarantor and the Required Lenders shall have executed and delivered
this Amendment to the Administrative Agent and (ii) all capital, yield and
other amounts outstanding to the Purchasers (as defined below) and the
agents under the Fourth Amended and Restated Purchase and Sale Agreement,
dated as of March 8, 2002, as amended, among Raytheon Aircraft Credit
Corporation, Raytheon Aircraft Receivables Corporation and the existing
purchasers thereunder (the "Purchasers") shall have been paid in full and
all commitments thereunder shall have been terminated in full, except that
Bank of America, N.A., may retain an outstanding amount of capital and a
commitment thereunder each in the amount of $1,000,000.
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. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. 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:
MIZUHO CORPORATE BANK, LTD.,
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 AND
GRAND CAYMAN BRANCHES,
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 COMMERCIAL PAPER INC.,
as a Lender
By:______________________________
Name:
Title:
BANK OF TOKYO - MITSUBISHI TRUST COMPANY,
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:
