Exhibit








Exhibit 10.4
AMENDMENT NO. 1
Dated as of March 28, 2018
to
364-DAY CREDIT AGREEMENT
Dated as of March 16, 2018
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of March 28, 2018, is by and among General Dynamics Corporation, a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and amends that certain 364-Day Credit Agreement dated as of March 16, 2018 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Required Lenders and the Administrative Agent make certain amendments to the Credit Agreement; and
WHEREAS, the Borrower, the Lenders party hereto (which constitute the Required Lenders) and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree as follows:
1.Amendments to the Credit Agreement.  Effective as of the Amendment Effective Date (as defined below), the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a)Each of Banco Bilbao Vizcaya Argentaria, S.A. New York Branch and Lloyds Bank Plc is hereby designated as a Co-Documentation Agent in respect of the credit facility evidenced by the Credit Agreement as amended hereby.  Accordingly, the cover page of the Credit Agreement is hereby amended to add a reference to each of Banco Bilbao Vizcaya Argentaria, S.A. New York Branch and Lloyds Bank Plc as a Co-Documentation Agent.
2.Conditions of Effectiveness.  The effectiveness of this Amendment (the “Amendment Effective Date”) is subject to the following condition precedent:
(a)The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent.
3.Representations and Warranties of the Borrower.  The Borrower hereby represents and warrants as follows: 









(a)This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity.
(b)As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Unmatured Default has occurred and is continuing, and (ii) the representations and warranties contained in Article V (excluding those contained in Sections 5.5, 5.7, 5.8, 5.11 and 5.12) of the Credit Agreement are true and correct in all material respects as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.
4.Reference to and Effect on the Credit Agreement.
(a)Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b)Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c)Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)This Amendment is a Loan Document. 
5.Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York, but giving effect to federal laws applicable to national banks.
6.Headings.  Section headings in this Amendment are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Amendment.
7.Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.
[Signature Pages Follow]




2








IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.


GENERAL DYNAMICS CORPORATION




By:   /s/ David H. Fogg                                Name: David H. Fogg
Title: Vice President and Treasurer






Signature Page to Amendment No. 1 to
364-Day Credit Agreement dated as of March 16, 2018
General Dynamics Corporation









WELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent




By:  /s/ Adam Spreyer                                   
Name: Adam Spreyer
Title: Director






Signature Page to Amendment No. 1 to
364-Day Credit Agreement dated as of March 16, 2018
General Dynamics Corporation









  	
		
	BANK OF AMERICA, N.A., as a Lender

	 

	By:
	/s/ Michael Contreras

	 
	Name: Michael Contreras

	 
	Title: Vice President 








Signature Page to Amendment No. 1 to
364-Day Credit Agreement dated as of March 16, 2018
General Dynamics Corporation









	
		
	ROYAL BANK OF CANADA, as a Lender

	 

	By:
	/s/ Philippe Pepin

	 
	Name: Philippe Pepin

	 
	Title: Authorized Signatory








Signature Page to Amendment No. 1 to
364-Day Credit Agreement dated as of March 16, 2018
General Dynamics Corporation









	
		
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender

	 

	By:
	/s/ Cara Younger

	 
	Name: Cara Younger

	 
	Title: Director

	 
	 

	 
	 

	By:
	/s/ Miriam Trautmann

	 
	Name: Miriam Trautmann

	 
	Title: Senior Vice President

	 
	 








Signature Page to Amendment No. 1 to
364-Day Credit Agreement dated as of March 16, 2018
General Dynamics Corporation









	
		
	LLOYDS BANK PLC, as a Lender

	 

	By:
	/s/ Allen McGuire

	 
	Name: Allen McGuire

	 
	Title: Assistant Manager

	 
	Transaction Execution Category A M004

	 
	 

	By:
	/s/ Jennifer Larrow

	 
	Name: Jennifer Larrow

	 
	Title: Assistant Manager 

	 
	Transaction Execution Category A L003








Signature Page to Amendment No. 1 to
364-Day Credit Agreement dated as of March 16, 2018
General Dynamics Corporation