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EXHIBIT 10.16
TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this "TRR Agreement") dated as
of March 18, 1999, among RAYTHEON COMPANY, a Delaware corporation (the "Borrower"), the financial
institutions listed in Annex I hereto under the captions "Continuing Lenders" (the "Continuing Lenders") and
"Additional Lenders" (the "Additional Lenders", and, together with the Continuing Lenders, the "Lenders"), THE
CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent (in such capacity,
the "Administrative Agent") for the Lenders, and CITIBANK, N.A., as Documentation Agent. Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in the New Credit Agreement (as
defined below).
WHEREAS, the Borrower, the Continuing Lenders, certain other lenders and the Administrative Agent are
parties to an 364-day Credit Agreement dated as of May 30, 1997, as terminated, replaced and restated by the
Termination, Replacement and Restatement Agreement dated as of May 1, 1998 (the "Original Credit
Agreement");
WHEREAS, the Original Credit Agreement is to be terminated as provided herein; and
WHEREAS, the Continuing Lenders and the Additional Lenders are willing, subject to the terms and conditions
of this TRR Agreement, to replace the Original Credit Agreement with a new credit agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual agreements contained in this TRR Agreement and other
good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto hereby agree as follows:
SECTION 1. Replacement and Restatement. Subject to the conditions set forth in Section 3 hereof:
(a) the Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to the
applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously
replaced by a new credit agreement (the "New Credit Agreement") identical in form