SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT
SECOND AMENDMENT, dated as of November 7, 2003 (this “ Amendment ”), to the 364-DAY COMPETITIVE ADVANCE
AND REVOLVING CREDIT AGREEMENT, dated as of November 25, 2002 (as amended by the First Amendment thereto, dated
as of July 18, 2003, the “ Credit Agreement ”), among RAYTHEON COMPANY, a Delaware corporation (the “ Borrower ”),
RAYTHEON TECHNICAL SERVICES COMPANY, a Delaware corporation, and RAYTHEON AIRCRAFT COMPANY, a Kansas
corporation, each as a Guarantor (in such capacity, each a “ Guarantor ” and, collectively, the “ Guarantors ”), the several
Lenders from time to time parties thereto (the “ Lenders ”), J.P. MORGAN SECURITIES INC. and BANC OF AMERICA
SECURITIES LLC, as joint lead arrangers and joint bookrunners (in such capacity, the “ Arrangers ”), BANK OF AMERICA,
N.A., as syndication agent (in such capacity, the “ Syndication Agent ”), CITICORP USA, INC., and CREDIT SUISSE FIRST
BOSTON, as documentation agents (in such capacity, each a “ Documentation Agent ” and, collectively, the “ Documentation
Agents ”), and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “ Administrative Agent ” and,
collectively with the Syndication Agent and the Documentation Agents, the “ Agents ”) for the Lenders.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Borrower has requested that the Lenders, and the Lenders have agreed,
to extend credit to the Borrower subject to the terms and conditions contained therein;
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in certain ways; and
WHEREAS, the Lenders and the Borrower desire to amend the Credit Agreement in the manner specified herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms . Terms defined in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
2. Amendments to Section 1.01 of the Credit Agreement