EXHIBIT 10.21
EXECUTION COPY
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FIRST AMENDMENT
FIRST AMENDMENT, dated as of June 27, 2000 (this "Amendment"), to the
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SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of March 10,
2000 (the "Purchase and Sale Agreement"), among RAYTHEON AIRCRAFT RECEIVABLES
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CORPORATION, a Kansas corporation (the "Seller"), RAYTHEON AIRCRAFT CREDIT
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CORPORATION ("Raytheon Credit"), as Servicer (as defined herein), the financial
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institutions and special purpose corporations from time to time parties thereto
(the "Purchasers"), BANK OF AMERICA, N.A., as Managing Facility Agent for the
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Purchasers (in such capacity, the "Managing Facility Agent"), THE CHASE
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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
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MANHATTAN BANK, as Syndication Agent (in such capacity, the "Syndication
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Agent"), CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents
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(each in such capacity, a "Co-Syndication Agent") and each Administrative Agent
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referred to therein.
W I T N E S S E T H:
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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:
Defined Terms. Terms defined in the Purchase and Sale Agreement and
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used herein shall have the meanings given to them in the Purchase and
Sale Agreement.
Amendments to Definition of Consolidated Net Income (Subsection 1.1 of
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the Purchase and Sale Agreement). The definition of "Consolidated Net
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Income" appearing in subsection 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 xxxx, the
following:
"and (iv) for the fiscal quarter of Raytheon and its consolidated
Subsidiaries ending July 2, 2000, such Consolidated Net Income shall be
increased by $191,000,000 representing one-time charges recorded in
connection with Raytheon Engineers and Constructors".
3. Affirmation of Repurchase Agreement. RAC hereby consents to the
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foregoing amendment to the Purchase and Sale Agreement set forth herein and
reaffirms its obligations under the Repurchase Agreement.
4. Affirmation of Guarantee. The Guarantor hereby consents to
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the foregoing amendment to the Purchase and Sale Agreement set forth herein and
reaffirms its obligations under the Guarantee.
5. Conditions to Effectiveness. This Amendment shall become
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effective on the date (the "Amendment Effective Date") on which the Seller, the
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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.
6. Representation and Warranties. (a) By the Seller. To induce
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the Managing Facility Agent, the Co-Administrative Agent 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:
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
No Amortization Event. After giving effect to this Amendment,
no Amortization Event shall have occurred and be continuing.
By the Servicer. To induce the Managing Facility Agent, the Co-
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Administrative Agent 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:
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
No Amortization Event. After giving effect to this Amendment,
no Amortization Event shall have occurred and be continuing.
By RAC. To induce the Managing Facility Agent, the Co-
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Administrative Agent 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.
By Raytheon. To induce the Managing Facility Agent, the Co-
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Administrative Agent 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.
2. Payment of Expenses. Raytheon agrees to pay or reimburse the
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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.
3. Counterparts. This Amendment may be executed by one or more
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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.
4. Severability; Headings. Any provision of this Amendment
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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
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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.
11. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
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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:
BANK OF AMERICA, N.A.,
as Managing Facility Agent and Co-Administrative
Agent
By:
Name:
Title: Vice President
THE CHASE MANHATTAN BANK,
as Co-Administrative Agent and Syndication Agent
By:
Name:
Title:
First 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:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BANK HAPOALIM
By:
Name:
Title:
By:
Name:
Title
First 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:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BANK OF NOVA SCOTIA
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
THE BANK OF NEW YORK
By:
Name:
Title:
First 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:
BAYERISCHE LANDESBANK
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
By:
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
THE CHASE MANHATTAN BANK
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
SPC: CHARTA CORPORATION
By: CITICORP NORTH AMERICA, INC.,
as Attorney-in-Fact
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
SPC BANK: CITIBANK, N.A.
By:
Name:
Title:
SPC: FOUR WINDS FUNDING CORPORATION
By: Commerzbank AG, New York Branch,
as Attorney-in-Fact
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
SPC BANK: COMMERZBANK AG, NEW YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
SPC: ALPINE SECURITIZATION CORP.
By: CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH, as Attorney-in-Fact
By:
Name:
Title:
By:
Name:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
Title:
SPC BANK: CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS
BRANCH
By:
Name:
Title:
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: FALCON ASSET SECURITIZATION CORPORATION
By:
Name:
Title:
SPC BANK: BANK ONE, NA
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC: THREE RIVERS FUNDING CORPORATION
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:
Name:
Title:
First 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:
WACHOVIA BANK, N.A.
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
First 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:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
SPC: EAGLEFUNDING CAPITAL CORP.
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
SPC BANK: FLEETBOSTON
By:
Name:
Title:
SOCIETE GENERALE
By:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
Name:
Title:
SPC: VARIABLE FUNDING CAPITAL CORPORATION
By: First Union Capital Markets, a division of Wheat First Security Inc., as
attorney-in-fact
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
SPC BANK: FIRST UNION NATIONAL BANK
By:
Name:
Title:
SPC: ATLANTIC ASSET SECURITIZATION CORP.
By: CREDIT LYONNAIS NEW YORK BRANCH,
as Attorney-in-Fact
By:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
Name:
Title:
SPC BANK: CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
KBC BANK NV
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
SPC: BAVARIA UNIVERSAL FUNDING CORPORATION
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
SPC BANK: BAYERISCHE HYPO-UND VEREINSBANK AG
By:
Name:
Title:
By:
Name:
Title:
DEUTSCHE BANK AG, NEW YORK A/O CAYMAN ISLAND BRANCHES
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
By:
Name:
Title:
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By:
Name:
Title:
By:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
Name:
Title:
BANCA POPOLARE DI MILANO
By:
Name:
Title:
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BANCA NATIONALE DEL LAVORO
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
BNP PARIBAS
By:
Name:
Title:
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
THE FUJI BANK, LIMITED
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
RAYTHEON COMPANY
By:
Name:
Title:
First Amendment to the
Second Amended and Restated
Purchase and Sale Agreement
RAYTHEON COMPANY
By:
Name:
Title:
