EXHIBIT 10.22
EXECUTION COPY
--------------
SECOND AMENDMENT
SECOND AMENDMENT, dated as of October 31, 2000 (this "Amendment"), to the
---------
SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of March 10,
2000 (the "Purchase and Sale Agreement"), among RAYTHEON AIRCRAFT RECEIVABLES
---------------------------
CORPORATION, a Kansas corporation (the "Seller"), RAYTHEON AIRCRAFT CREDIT
------
CORPORATION ("Raytheon Credit"), as Servicer (as defined herein), 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 (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.
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 purchase Receivables
the maturity date of which and the date of delivery of the Financed Aircraft
related thereto are no later than six months after the invoice date for such
Receivable; and
WHEREAS, Purchasers are agreeable to such request provided that the
aggregate outstanding Principal Balances of such Receivables shall not exceed
$75,000,000 on any Settlement Date.
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. Amendment to Definition of Eligible Receivable (Subsection 1.1 of the
---------------------------------------------------------------------
Purchase and Sale Agreement). The definition of "Eligible Receivable"
----------------------------
appearing in subsection 1.1 of the Purchase and Sale Agreement is hereby amended
by (i) deleting "December 31, 2000" where it appears at the end of clause
(g)(ii) and clause (t)(ii) of such definition and (ii) inserting, in lieu
thereof, "six months after the invoice date for such Receivable".
3. Amendment to Concentration Limits (Section 2.7 of the Purchase
--------------------------------------------------------------
and Sale Agreement). Section 2.7(a) of the Purchase and Sale Agreement is hereby
------------------
amended by (i) deleting "." at the end of clause (xvii) thereof and (ii)
inserting, in lieu thereof, the following:
; or
(xviii) the aggregate outstanding Principal Balances of Receivables
referred to in clause (g)(ii) of the definition of "Eligible
Receivable" would exceed $75,000,000 on such Settlement Date.
4. Amendment to Definition of Eligible Receivable (Subsection 1.1 of
-----------------------------------------------------------------
the Intercompany Purchase Agreement). The definition of "Eligible Receivable"
------------------------------------
appearing in subsection 1.1 of the Intercompany Purchase Agreement is hereby
amended by inserting at the end thereof the following:
To the extent not otherwise provided for in this definition of
"Eligible Receivable", any Receivable which qualifies as an "Eligible
Receivable" as such term is defined in the Purchase and Sale Agreement
shall be an "Eligible Receivable" for purposes of this Agreement.
5. Affirmation of Repurchase Agreement. RAC hereby consents to the
-----------------------------------
foregoing amendments to the Purchase and Sale Agreement set forth herein and
reaffirms its obligations under the Repurchase Agreement.
6. Affirmation of Guarantee. The Guarantor hereby consents to the
------------------------
foregoing amendments to the Purchase and Sale Agreement set forth herein and
reaffirms its obligations under the Guarantee.
7. Conditions to Effectiveness. This Amendment shall become
----------------------------
effective on the date (the "Amendment Effective Date") on which the Seller, the
------------------------
Servicer, RAC, Raytheon, the Managing Facility Agent, each Co-Administrative
Agent and the Majority Purchasers shall have executed and delivered this
Amendment to the Managing Facility Agent.
8. Representation and Warranties. (a) By the Seller. To induce
----------------------------- -------------
the Managing Facility Agent, the Co-Administrative Agents and the Purchasers to
enter into this Amendment, the Seller hereby represents and warrants to the
Managing Facility Agent, the Co-Administrative Agents 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.
-2-
(b) By the Servicer. To induce the Managing Facility Agent, the Co-
----------------
Administrative Agents and the Purchasers to enter into this Amendment, the
Servicer hereby represents and warrants to the Managing Facility Agent, the Co-
Administrative Agents 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, the Co-
------
Administrative Agents and the Purchasers parties hereto to enter into this
Amendment, RAC hereby represents and warrants to the Managing Facility Agent,
the Co-Administrative Agents 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, the Co-
-----------
Administrative Agents and the Purchasers to enter into this Amendment, Raytheon
hereby represents and warrants to the Managing Facility Agent, the Co-
Administrative Agents 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.
9. 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.
10. 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.
11. 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
-3-
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.
12. 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, the
Managing Facility Agent or the Co-Administrative Agents. 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.
13. 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.
(End of Page)
-4-
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 Seller
By: ________________________________________
Name:
Title:
BANK OF AMERICA, N.A.,
as Managing Facility Agent and Co-Administrative Agent
By: ________________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Co-Administrative Agent and Syndication Agent
By: ________________________________________
Name:
Title:
-5-
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
UBS AG, STAMFORD BRANCH,
solely as Administrative Agent
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BANK HAPOALIM
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: RECEIVABLES CAPITAL CORPORATION
By: __________________________________
Name:
Title:
SPC BANK: BANK OF AMERICA, N.A.
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BANK OF NOVA SCOTIA
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
THE BANK OF NEW YORK
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: BANNER RECEIVABLES CORPORATION
By: __________________________________
Name:
Title:
SPC BANK: BANK OF TOKYO - MITSUBISHI, LTD.
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BAYERISCHE LANDESBANK
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
THE CHASE MANHATTAN BANK
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: CHARTA CORPORATION
By: CITICORP NORTH AMERICA, INC.,
as Attorney-in-Fact
By: __________________________________
Name:
Title:
SPC BANK: CITIBANK, N.A.
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: FOUR WINDS FUNDING CORPORATION
By: Commerzbank AG, New York Branch,
as Attorney-in-Fact
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
SPC BANK: COMMERZBANK AG, NEW YORK BRANCH
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: ALPINE SECURITIZATION CORP.
By: CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as Attorney-in-Fact
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
SPC BANK: CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS
BRANCH
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: FALCON ASSET SECURITIZATION CORPORATION
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
SPC BANK: BANK ONE, NA
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: THREE RIVERS FUNDING CORPORATION
By: _________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
NATIONAL WESTMINSTER BANK Plc
NEW YORK BRANCH
By: __________________________________
Name:
Title:
NATIONAL WESTMINSTER BANK Plc
NASSAU BRANCH
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
WACHOVIA BANK, N.A.
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: QUINCY CAPITAL CORPORATION
By: __________________________________
Name:
Title:
SPC BANK: WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: __________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: EAGLEFUNDING CAPITAL CORP.
By:
==================================
Name:
Title:
SPC BANK: FLEETBOSTON
By:
==================================
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SOCIETE GENERALE
By:
==================================
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: VARIABLE FUNDING CAPITAL CORPORATION
By: First Union Capital Markets, a division of Wheat First
Security Inc., as attorney-in-fact
By:
=========================================
Name:
Title:
SPC BANK: FIRST UNION NATIONAL BANK
By:
=============================================
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
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:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
KBC BANK NV
By: _________________________________
Name:
Title:
By:
=================================
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: BAVARIA UNIVERSAL FUNDING CORPORATION
By: _________________________________
Name:
Title:
SPC BANK: BAYERISCHE HYPO-UND VEREINSBANK
AG
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
DEUTSCHE BANK AG, NEW YORK A/O CAYMAN
ISLAND BRANCHES
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BANCA COMMERCIALE ITALIANA, NEW YORK
BRANCH
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BANCA POPOLARE DI MILANO
By: _________________________________
Name:
Title:
By:
==================================
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BANCA NATIONALE DEL LAVORO
By: _________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BNP PARIBAS
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
THE FUJI BANK, LIMITED
By: _________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
RAYTHEON COMPANY
By: _________________________________
Name:
Title:
Second Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
RAYTHEON AIRCRAFT COMPANY
By: _________________________________
Name:
Title:
