FIRST AMENDMENT, dated as of July __, 2002 (this "Amendment"), to the
FOURTH AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of March 8,
2002 (the "Purchase and Sale Agreement"), among RAYTHEON AIRCRAFT RECEIVABLES
CORPORATION, a Kansas corporation (the "Seller"), RAYTHEON AIRCRAFT CREDIT CORPORATION
("Raytheon Credit"), as Servicer, the financial institutions and special purpose corporations from time to time
parties thereto (the "Purchasers"), BANK OF AMERICA, N.A., as Managing Facility Agent for the Purchasers
(in such capacity, the "Managing Facility Agent"), JPMORGAN CHASE BANK and BANK OF AMERICA,
N.A., as Co-Administrative Agents for the Purchasers (each in such capacity, a "Co-Administrative Agent"), J.P.
MORGAN SECURITIES INC., as Syndication Agent (in such capacity, the "Syndication Agent"),
CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON and FLEET SECURITIES, INC., as Co-
Documentation Agents (each in such capacity, a "Co-Documentation Agent") and each Administrative Agent
referred to therein.
W I T N E S S E T H:
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:
1. Defined Terms. Terms defined in the Purchase and Sale Agreement and used herein shall have the meanings
given to them in the Purchase and Sale Agreement.
2. Amendments to Section 1.1 of the Purchase and Sale Agreement (Defined Terms). The definition of
"Consolidated Net Income" appearing in
Section 1.1 of the Purchase and Sale Agreement is hereby amended by (i) deleting the word "and" appearing