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 and substance to the Original Credit Agreement except as expressly set forth below. (b) The heading of the New Credit Agreement shall read as follows: "364-DAY CREDIT AGREEMENT dated as of March 18, 1999, among RAYTHEON COMPANY, a Delaware corporation (the "Borrower"), the Lenders (as defined in Article I), 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 (the 'Documentation Agent')." and all references to the "Closing Date" in the New Credit Agreement shall be deemed to refer to March 18, 1999. 2 (c) The definitions of "Agents' Fees", "Fees", "Maturity Date" and "Utilization Fee" in Section 1.01 of the New Credit Agreement shall read as follows: 'Agents' Fees' shall have the meaning assigned to such term in Section 2.06(c). 'Fees' shall mean the Facility Fees, the Utilization Fees and the Agents' Fees. 'Maturity Date' shall mean March 16, 2000. 'Utilization Fee' shall have the meaning assigned to such term in Section 2.06(b). (d) Section 2.06(b) through (d) of the New Credit Agreement shall read as follows: "(b) The Borrower agrees to pay to each Lender, through the Administrative Agent, on the last day of March, June, September and December in each year, and on the date on which the Commitment of such Lender shall be terminated as provided herein, a utilization fee (a "Utilization Fee") equal to .20% on the average daily amount of the Revolving Loans of such Lender for each day during the preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or the date on which the Commitment of such Lender shall expire or be terminated) on which such Lender's Revolving Loans exceed 25% of such Lender's Commitment. All Utilization Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Utilization Fee due to each Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the earlier of the Maturity Date and the date on which the Commitment of such Lender shall be terminated as provided herein. (c) The Borrower agrees to pay to the Administrative Agent or its Affiliates, for its own account, the fees set forth in the Fee Letter at the times and in the amounts specified therein (the "Agents' Fees"). (d) All Fees shall be paid on the dates due, in immediately available funds. Once paid, none of the Fees shall be refundable under any circumstances." (e) Section 3.05 of the New Credit Agreement shall read as follows: "The Borrower has heretofore furnished to the Lenders its consolidated balance sheet, statement of income and statement of cash flows (a) as of and for the fiscal year ended December 31, 1997, audited by and accompanied by the opinion of Coopers & Lybrand, independent public accountants and (b) as of and for the three fiscal quarters ended September 30, 1998, certified by its chief financial officer. Such financial statements present fairly the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of such dates and for such periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the dates thereof, other than, in the case of the financial statements described in clause (b) of this Section, contingent liabilities not disclosed therein due to the absence of notes thereto. Such financial statements were prepared in accordance with GAAP applied on a consistent basis." 3 (f) Section 3.13 of the New Credit Agreement shall read as follows: "SECTION 3.13. Year 2000. The disclosure with respect to the proper functioning, in and following the year 2000, of (a) the computer systems of the Borrower and its Subsidiaries and (b) equipment containing embedded microchips (including systems and equipment supplied by others or with which the Borrower's systems interface) as set forth in Item 2 of the Borrower's report on Form 10-Q for the quarter ended September 30, 1998 filed with the Securities and Exchange Commission is true and correct in all material respects." (g) The references to "May 1, 1998" in Exhibit A, Exhibit B, Exhibit C, Exhibit D-1, Exhibit D-2, Exhibit D-3 and Exhibit D-4 of the Original Credit Agreement shall be changed to references to "March 18, 1999" in the New Credit Agreement. (h) Schedule 2.01 to the New Credit Agreement shall be in the form of Schedule 2.01 to this TRR Agreement. SECTION 2. Representations and Warranties. The Borrower represents and warrants to each of the Lenders that: (a) This TRR Agreement and the New Credit Agreement have been duly authorized and, in the case of this TRR Agreement, executed and delivered by it and constitute its legal, valid and binding obligations enforceable in accordance with their terms. (b) The representations and warranties set forth in Article III of the New Credit Agreement, after giving effect to this TRR Agreement, are true and correct in all material respects on the date hereof with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) Before and after giving effect to this TRR Agreement, no Default or Event of Default has occurred and is continuing. SECTION 3. Conditions to Effectiveness. This TRR Agreement shall become effective as of March 18, 1999 (the "Effective Date") upon the occurrence of the following conditions precedent: (a) The Administrative Agent shall have received counterparts of this TRR Agreement which, when taken together, bear the signatures of all the parties hereto. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of counsel to the Borrower, substantially to the effect set forth in Exhibits E and F of the Original Credit Agreement but referring to this TRR Agreement and the New Credit Agreement, (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to this TRR Agreement and the transactions contemplated hereby as the Administrative Agent shall reasonably request, and the Borrower hereby instructs such counsel to deliver such opinion. 4 (c) All legal matters incident to this TRR Agreement, the New Credit Agreement and the Borrowings and extensions of credit hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & Moore, counsel for the Administrative Agent. (d) The Administrative Agent shall have received on the date hereof (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the State of Delaware, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the date hereof and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the date hereof and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing this TRR Agreement and the execution, delivery and performance of this TRR Agreement and the borrowings under the New Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this TRR Agreement or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & Moore, counsel for the Administrative Agent, may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the date hereof and signed by a Financial Officer of the Borrower, confirming compliance with the representations and warranties set forth in paragraphs (b) and (c) of Section 2. (f) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) All principal, interest and other amounts (including all Fees accrued to the Closing Date) under the Original Credit Agreement shall have been paid in full. SECTION 4. Applicable Law. THIS TRR AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. SECTION 5. Original Credit Agreement. Until the occurrence of the Effective Date as provided in Section 3 hereof, the Original Credit Agreement shall continue in full force and effect in accordance with the provisions thereof and the rights and obligations of the parties thereto shall not be affected hereby, and all Fees and interest accruing under the Original Credit Agreement shall continue to accrue at the rates provided for therein. 5 SECTION 6. Counterparts. This TRR Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this TRR Agreement including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. IN WITNESS WHEREOF, the parties hereto have caused this TRR Agreement to be duly executed by their respective authorized officers as of the day and year first written above. RAYTHEON COMPANY, by Name: Title: THE CHASE MANHATTAN BANK, individually and as Administrative Agent, by Name: Title: CITIBANK, N.A., individually and as Documentation Agent, by Name: Title: SIGNATURE PAGE TO THE TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT DATED AS OF MARCH 18, 1999, AMONG RAYTHEON COMPANY, THE LENDERS, THE CHASE MANHATTAN BANK, as administrative agent, and CITIBANK, N.A., as documentation agent Name of Institution by Name: Title: 6 ANNEX I Continuing Lenders ABN AMRO Bank N.V. Arab Bank Plc Australia and New Zealand Banking Group Limited Banca Commerciale Italiana, New York Branch Banca Popolare di Milano Bank Boston, N.A. Bankers Trust Company Bank of America NT & SA The Bank of New York The Bank of Nova Scotia Bank of Tokyo-Mitsubishi Trust Company Banque Nationale de Paris Bayerische Landesbank Girozentrale Bayerische Hypo-und Vereinsbank AG, New York Branch Canadian Imperial Bank of Commerce CARIPLO-Cassa di Risparmio delle Provincie Lombarde, S.p.A. The Chase Manhattan Bank Citibank, N.A. Commerzbank AG, New York Branch Credit Lyonnais, New York Branch Credit Suisse First Boston Den Danske Bank Aktieselskab, Cayman Islands Branch Deutsche Bank AG New York and/or Cayman Islands Branch The First National Bank of Chicago 7 [PG NUMBER] FMB Bank First Union National Bank Fleet Bank The Industrial Bank of Japan, Limited, New York Branch Instituto Bancario San Paolo di Torino KBC Bank N.V. Mellon Bank The Mitsubishi Trust and Banking Corporation The National Bank of Kuwait S.A.K. Societe Generale The Sumitomo Bank, Limited Wachovia Bank, N.A. Westdeutsche Landesbank Westpac Banking Corporation 8 SCHEDULE 2.01 Additional Lenders - --------------------------------------- -------------------------------------------------------------------- Name and Address of Lender Contact Person and Telecopy Number Commitment ABN AMRO Bank N.V. Mr. James E. Davis $24,000,000.00 One Post Office Square (617) 988-7910 39th Floor Boston, MA 02109 Arab Bank Plc Mr. Sa'Ed Katkhuda $3,650,000.00 520 Madison Avenue, 2nd Floor (212) 593-4632 New York, NY 10022-4237 Australia and New Zealand Banking Ms. Christine S. Pomeranz $1,050,000.00 Group Limited (212) 801-9131 1177 Avenue of the Americas, 6th Floor New York, NY 10036-2798 Banca Commerciale Italiana, New York Mr. John Michalsin $10,000,000.00 Branch (212) 809-9780 One William Street New York, NY 10004 Banca Popolare di Milano Mr. Fulvio Montanari $3,650,000.00 375 Park Avenue, 9th Floor (212) 838-1077 New York, NY 10152 Bank Boston, N.A. Ms. Ellen Allen $14,000,000.00 100 Federal Street (617) 434-0637 Boston, MA 02110 Bankers Trust Company Mr. Andrew Keith $24,000,000.00 One Bankers Trust Plaza (212) 250-7218 New York, NY 10006 Bank of America NT & SA Mr. Robert Gordon $38,000,000.00 555 S. Flower Street (213) 623-1959 Los Angeles, CA 90071 The Bank of New York Mr. William Dakin $24,000,000.00 One Wall Street, 21st Floor (212) 635-7978 New York, NY 10286 The Bank of Nova Scotia Mr. Michael Bradley $24,000,000.00 101 Federal Street, Floor 16 (617) 951-2177 Boston, MA 02208 9 Bank of Tokyo-Mitsubishi Mr. Patrick Bonebreake $10,000,000.00 125 Summer Street, 11th Floor (617) 330-7422 Boston, MA 02110 Banque Nationale de Paris Mr. Richard Pace $24,000,000.00 499 Park Avenue (212) 415-9606 New York, NY 10022 Bayerische Landesbank Girozentrale Mr. James Boyle $3,650,000.00 560 Lexington Avenue, 17th Floor (212) 310-9868 New York, NY 10022 Bayerische Hypo-und Vereinsbank AG, Ms. Marianne Weinzinger $10,000,000.00 New York Branch (212) 672-5530 150 E. 42nd Street, 31st Floor New York, NY 10017 Canadian Imperial Bank of Commerce Mr. Barry Anderson $18,000,000.00 425 Lexington Avenue, 6th Floor (212) 885-4995 New York, NY 10017 CARIPLO-Cassa di Risparmio delle Mr. Anthony Giobbi $10,000,000.00 Provincie Lombarde, S.p.A. (212) 527-8777 10 E. 53rd Street, 36th Floor New York, NY 10022 The Chase Manhattan Bank Mr. Mathis Shinnick $41,650,000.00 270 Park Avenue (212) 270-6040 New York, NY 10017 Citibank, N.A. Mr. Shane Azzara $38,000,000.00 399 Park Avenue (212) 793-0289 New York, NY 10043 Commerzbank AG, New York Branch Mr. Robert Donahue $15,000,000.00 2 World Financial Center, 34th Floor (212) 266-7594 New York, NY 10281-1050 Credit Lyonnais Mr. Anthony Muller $24,000,000.00 53 State Street (617) 723-4803 Exchange Place, 26th Floor Boston, Ma 02109 Credit Suisse First Boston Ms. Lynn Allegaert $25,000,000.00 11 Madison Avenue, 19th Floor (212) 325-8309 New York, NY 10010 Den Danske Bank Aktieselskab, Cayman Mr. Peter Hargraves $3,650,000.00 Islands Branch (212) 370-9239 280 Park Avenue New York, NY 10017 10 Deutsche Bank AG New York and/or Mr. Robert Landis $24,000,000.00 Cayman Islands Branch (212) 469-8212 31 West 52nd Street, 24th Floor New York, NY 10019 The First National Bank of Chicago Mr. James Peterson $15,000,000.00 153 W. 51st Street, 8th Floor (212) 373-1388 New York, NY 10019 FMB Bank Mr. Christopher Callaghan $11,000,000.00 25 South Charles Street, Banc 101-745 (410) 545-2047 Baltimore, MD 21203 First Union National Bank Mr. Chris Klos $8,050,000.00 1 First Union Center, DC-5 (704) 374-2802 Charlotte, NC 28288-0745 Fleet Bank Mr. Juan Jeffries $10,000,000.00 One Federal Street (617) 346-0585 Boston, MA 02211 The Industrial Bank of Japan, Mr. John Veltri $24,000,000.00 Limited, New York Branch (212) 282-4488 1251 Avenue of the Americas, 32nd Floor New York, NY 10020-1104 Instituto Bancario San Paolo di Torino Mr. Gerard McKenna $7,000,000.00 245 Park Avenue (212) 599-5303 New York, NY 10167 KBC Bank N.V. Mr. Robert Surdam $5,000,000.00 125 West 55th Street, 10th Floor (212) 956-5580 New York, NY 10019 Mellon Bank Mr. Robert Sunmersgill $17,000,000.00 One Boston Place, 6th Floor (617) 722-3516 Boston, MA 02108 The Mitsubishi Trust and Banking Mr. Joe Shammas $7,000,000.00 Corporation (212) 644-6825 520 Madison Avenue, 25th Floor New York, NY 10022 The National Bank of Kuwait S.A.K. Mr. Muhammed Kamal $3,650,000.00 299 Park Avenue, 17th Floor (212) 888-2958 New York, NY 10171 Societe Generale Mr. Robert Peterson $7,000,000.00 1221 Avenue of the Americas (212) 278-7430 New York, NY 10020 11 The Sumitomo Bank, Limited Mr. Bruce Gregory $24,000,000.00 277 Park Avenue (212) 224-5188 New York, NY 10172 Wachovia Bank, N.A. Mr. John Rafferty $24,000,000.00 191 Peachtree Street N.E. (404) 332-6898 Atlanta, GA 30303 Westdeutsche Landesbank Mr. Jim Veneau $14,000,000.00 1211 Avenue of the Americas (212) 852-6148 New York, NY 10036 Westpac Banking Corporation Mr. Craig Jones $10,000,000.00 575 Fifth Avenue (212) 551-1995 New York, NY 10017 - ----------------------------------------------------------------------------------- ----------------------- TOTAL COMMITMENT $600,000,000.00 ============================================================================================================