Exhibit 10-o-2


 


$350,000,000


 


AMENDMENT NO. 1 TO

364-DAY

CREDIT AGREEMENT


 


 


dated as of May 28, 2003


 


 


among


 


 


Rockwell Collins, Inc.,


 


The Banks Listed Herein,


 


and


 


JPMorgan Chase Bank,

as Agent


 


Bank of America, N.A.,

as Syndication Agent


 


and


 


UBS AG, Cayman Islands Branch,

Bank One, NA (Main Office Chicago),

Wachovia Bank, National Association,

as Co-Documentation Agents


 












 


J.P. Morgan Securities Inc.,

Lead Arranger and Sole Bookrunner


 

















 


AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT


 


AMENDMENT
dated as of May 28, 2003 (this “Amendment No. 1”) to the 364-Day Credit
Agreement dated as of May 29, 2002 (the “Credit Agreement”) among ROCKWELL COLLINS,
INC. (the “Company”), the BANKS listed on the signature pages hereof (the
“Banks”)
and JPMORGAN CHASE BANK, as Agent (the “Agent”).


 


W I T N E S S E T H :


 


WHEREAS, the
parties hereto desire to amend the Credit Agreement to (i) extend the
Termination Date from May 28, 2003 to May 26, 2004, (ii) modify the Commitments
thereunder, (iii) update the representations relating to financial information
and (iv) make certain other modifications to the Credit Agreement related
thereto;


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


Section 1.  Defined Terms; References.  Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement, as amended by
this Amendment No. 1. Each reference to “hereof”, “hereunder”, “herein” and
“hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Credit Agreement,
any Note or any other document issued or delivered thereunder shall, after the
Amendment No. 1 Effective Date, refer to the Credit Agreement as amended
hereby.


 


Section 2.  Amendments to Credit Agreement.  Effective as of the Amendment No.
1 Effective Date (as defined below):


 


(a)           Section 1.01 of the Credit Agreement
is hereby amended by adding, in appropriate alphabetical order, the following
definitions


 


“Amendment
No. 1” means Amendment No. 1 to 364-Day Credit Agreement dated as of
May 28, 2003 among the Company, the Banks listed on the signature pages thereof
and the Agent.


 


“Amendment
No. 1 Effective Date” means the date of effectiveness of Amendment
No. 1 in accordance with Section 8 thereof.


 


“Commitment
Schedule” means the Commitment Schedule attached hereto as Schedule
1.01.


 


(b)           Clause (i) of the definition of
“Commitment” in Section 1.01 of the Credit Agreement is amended to read in full
as follows:


 


2

















 


“(i) with respect to each Bank, the amount set forth opposite the name
of such Bank on the Commitment Schedule,”


 


(c)           The definition of “Revolving Credit
Period” in Section 1.01 of the Credit Agreement is amended by changing the
reference to “Effective Date” specified therein to “Amendment No. 1 Effective
Date”.


 


(d)           The definition of “Termination Date”
in Section 1.01 of the Credit Agreement is amended by changing the date
specified therein from “May 28, 2003” to “May 26, 2004”.


 


(e)           Clause (c) of Section 2.09 of the
Credit Agreement is amended to read in full as follows:


 


“(c)   Accrued fees under this
Section shall be payable quarterly in arrears on each Quarterly Payment Date,
upon the date of termination of the Commitments in their entirety (and, if
later, the date the Loans shall be repaid in their entirety) and on the
Amendment No. 1 Effective Date.”


 


(f)            Clause (a) of  Section 2.17 of the Credit Agreement is
amended by changing the amount specified in the first sentence thereof from
“$625,000,000” to “$475,000,000”.


 


(g)           Section 4.01 of the Credit Agreement
is amended by deleting the phrase “Effective Date” and substituting therefor
the phrase “Amendment No. 1 Effective Date”.


 


(h)           Section 4.04 of the Credit Agreement
is amended by:


 


(i)   changing the date
specified in clause (a) thereof from “September 30, 2001” to “September 30,
2002”;


 


(ii)   changing the date
specified in clause (b) thereof from “March 31, 2002” to “March 31, 2003”; and


 


(iii)   (A) deleting the phrase
“Effective Date” in clause (c) thereof and substituting therefor the phrase
“Amendment No. 1 Effective Date” and (B) changing the date specified in clause
(c) thereof from “March 31, 2002” to “March 31, 2003”.


 


(i)            Section 4.05 of the Credit Agreement
is amended by changing the year specified therein from “2001” to “2002”.


 


(j)            Section 9.12 of the Credit Agreement
is amended by adding, at the end thereof, the following:


 


“Notwithstanding any other provision in this Agreement, each of the
parties hereto (and each employee, representative, or other agent of


 


3

















 


any such
party) may disclose to any and all persons, without limitation of any kind, the
U.S. tax treatment and U.S. tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to
such party relating to such U.S. tax treatment and U.S. tax structure, other
than any information for which nondisclosure is reasonably necessary in order
to comply with applicable securities laws.”


 


(k)           Schedule 1.01 hereto is added to the
Credit Agreement as Schedule 1.01 thereto.


 


Section 3.  Changes in Commitments.  With effect from and including
the Amendment No. 1 Effective Date, (i) each Person listed on the signature
pages hereof which is not a party to the Credit Agreement (each, a “New Bank”)
shall become a Bank party to the Credit Agreement, and (ii) the Commitment of
each Bank shall be the amount set forth opposite the name of such Bank on the
Commitment Schedule.  On the Amendment
No. 1 Effective Date, any Bank whose Commitment is changed to zero (each, an “Exiting Bank”)
shall cease to be a Bank party to the Credit Agreement, and all accrued fees
and other amounts payable under the Credit Agreement for the account of each
Exiting Bank shall be due and payable on such date; provided that the provisions
of Sections 8.03, 8.04 and 9.03 of the Credit Agreement shall continue to inure
to the benefit of each Exiting Bank after the Amendment No. 1 Effective Date.


 


Section
4.  Notes.  On
the Amendment No. 1 Effective Date or promptly thereafter (i) each Exiting Bank
holding any Note(s) shall deliver such Note(s) to the Company for cancellation
and (ii) the Company shall issue to each New Bank that has so requested a new
Note or Notes evidencing its Loans hereunder in accordance with Section 2.05 of
the Credit Agreement. On the Amendment No. 1 Effective Date, any Notes issued
to an Exiting Bank prior to the Amendment No. 1 Effective Date shall be of no
force and effect and shall no longer constitute evidence of Loans.


 


Section 5.  Representations of Company.  The Company represents and
warrants that (i) the representations and warranties of the Company set forth
in Article 4 of the Credit Agreement, as amended by this Amendment No. 1, will
be true on and as of the Amendment No. 1 Effective Date and (ii) no Default
will have occurred and be continuing on such date.


 


Section 6.  Governing Law.  This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the State of New York.


 


Section 7.  Counterparts.  This Amendment No. 1 may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 


4

















 


Section 8.  Effectiveness.  This Amendment No. 1 shall become effective as of the
date hereof on the date when each of the following conditions shall have been
satisfied (the “Amendment No. 1 Effective Date”):


 


(a)        receipt by the Agent of
counterparts hereof signed by the Company, the Agent, each New Bank and each
Exiting Bank (or, in the case of any party as to which an executed counterpart
shall not have been received, receipt by the Agent in form satisfactory to it
of facsimile, telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party);


 


(b)        receipt by the Agent of
an opinion of the General Counsel of the Company, substantially in the form of
Exhibit E to the Credit Agreement and covering such additional matters relating
to the transactions contemplated hereby as the Required Banks may reasonably
request;


 


(c)        receipt by the Agent of
all documents the Agent may reasonably request relating to the existence of the
Company, the corporate authority for and the validity of this Amendment No. 1
and the Notes, and any other matters relevant hereto, all in form and substance
satisfactory to the Agent; and


 


(d)        payment by the Company
(i) to the Agent, for the accounts of the 
Banks, of participation fees in the amounts and to be shared among the
Banks as heretofore mutually agreed upon and (ii) of all other amounts due and
payable under the Credit Agreement and/or this Amendment No. 1, including all
fees and other amounts due and payable under the Fee Letter, dated as of April
30, 2003 among the Agent, J.P. Morgan Securities Inc., as Lead Arranger, and
the Company;


 


provided that this
Amendment No. 1 shall not become effective or be binding on any party hereto
unless all of the foregoing conditions are satisfied not later than May 28,
2003.  The Agent shall promptly notify
the Company and the Banks of the Amendment No. 1 Effective Date, and such
notice shall be conclusive and binding on all parties hereto.


 


5

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly
executed as of the date first above written.


 


	
   

  	
  ROCKWELL
  COLLINS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Finance

  and Treasurer

  
	
   

  	
   

  	
  Address:

  	
  400 Collins
  Road NE

  Cedar Rapids, IA 52498

  
	
   

  	
   

  	
  Attention:

  	
  Patrick E.
  Allen

  
	
   

  	
   

  	
  Telecopy:

  	
  319-295-3400

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UBS AG,
  CAYMAN ISLANDS BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK ONE, NA (MAIN OFFICE CHICAGO)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


Signature Page to Amendment No. 1 to Rockwell
Collins 364-Day Credit Agreement


 


G-1

















 


	
   

  	
  CITICORP
  USA, INC. (CUSA)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MELLON BANK,
  N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT LYONNAIS NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


G-2

















 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEY BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUMITOMO MITSUI BANKING

  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MIZUHO
  CORPORATE BANK, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  as Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


G-3

















 


SCHEDULE 1.01


 


Commitment Schedule


 


	
  Name of Bank

  	
   

  	
  Commitment
  Amount

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  UBS AG, Cayman Islands Branch

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Bank One, NA  (Main Office Chicago)

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Citicorp USA, Inc. (CUSA)

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Mellon Bank, N.A.

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Wells Fargo Bank, National Association

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Key Bank National Association

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Sumitomo Mitsui Banking Corporation

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
  U.S. Bank National Association

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
  Credit Lyonnais New York Branch

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  350,000,000

  	
   

  



 


G-4