First Amendment to Fourth Amended and Restated Purchase and Sale Agreement among Raytheon Aircraft Receivables Corporation, Raytheon Aircraft Credit Corporation, and Financial Institutions

Summary

This amendment, dated July 2002, modifies the Fourth Amended and Restated Purchase and Sale Agreement between Raytheon Aircraft Receivables Corporation (Seller), Raytheon Aircraft Credit Corporation (Servicer), various financial institutions (Purchasers), and several agent banks. The amendment changes the definition of "Consolidated Net Income" to allow a one-time increase related to discontinued operations, and waives certain compliance requirements. It reaffirms obligations under related agreements and specifies that the amendment is effective upon execution and payment of a fee. Raytheon agrees to cover related expenses.

EX-10.1 3 dex101.txt FIRST AMENDMENT TO THE FOURTH 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"), J.P. MORGAN 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 mark, 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: STARBIRD 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: