2ND AMENDMENT TO 364-DAY COMPETITIVE ADVANCE



  
 Exhibit 10.37

  
 EXECUTION COPY 
  
 SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT 
  
 SECOND AMENDMENT, dated as of August 13, 2004 (this
“Amendment”), to the 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT, dated as of November 24, 2003 (as amended by the First Amendment thereto, dated as of June 4, 2004, the “Credit Agreement”), among
RAYTHEON COMPANY, a Delaware corporation (the “Borrower”), RAYTHEON TECHNICAL SERVICES COMPANY LLC, a Delaware limited liability company, 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 (Definitions). Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of the term “Maturity Date” in its entirety and by substituting in lieu thereof the following: 
  
 ““Maturity Date” shall mean May 31, 2005”. 
  









 3. Affirmation of Guarantee. Each Guarantor hereby consents to the foregoing
amendment to the Credit Agreement set forth herein and reaffirms its obligations under the Guarantee provided by such Guarantor pursuant to Article IX of the Credit Agreement. 
  
 4. Conditions to Effectiveness. This Amendment shall become effective on the date (the
“Amendment Effective Date”) on which the Borrower and each Lender shall have executed and delivered this Amendment to the Administrative Agent. 
  
 5. Representation and Warranties. To induce the Lenders to enter into this Amendment, the Borrower
hereby represents and warrants to the Lenders as of the Amendment Effective Date that: 
  
 (a) Reaffirmation. As of the date hereof and after giving effect to this Amendment, the representations and warranties set forth in
Article III of the Credit Agreement are true and correct in all material respects; and 
  
 (b) No Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

  
 6. Payment of Expenses. The Borrower
agrees to pay or reimburse the Administrative Agent for all its respective out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Amendment
and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent. 
  









 7. Counterparts. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 
  
 8. Severability; Headings. Any provision of this
Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The section and subsection headings used in this Amendment are for convenience of reference only and are not to affect the
construction hereof or to be taken into consideration in the interpretation hereof. 
  
 9. Continuing Effect of Other Documents. This Amendment shall not constitute an amendment or waiver of any other provision of the
Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. Except
as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 
  
 10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  









 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered in
New York, New York by their proper and duly authorized officers as of the day and year first above written. 
  

			
	 RAYTHEON COMPANY,
 as the Borrower

		
	 By: 
	 	 
	 Name:

	 Title:

	
	 RAYTHEON TECHNICAL SERVICES
 COMPANY LLC,
 as a Guarantor

		
	 By: 
	 	 
	 Name:

	 Title:

	
	 RAYTHEON AIRCRAFT COMPANY,
 as a Guarantor

		
	 By: 
	 	 
	 Name:

	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 JPMORGAN CHASE BANK,
 as Administrative Agent and as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 BANK OF AMERICA, N.A.
 as Syndication Agent and as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 CITICORP USA, INC.,
 as Documentation Agent and as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 CREDIT SUISSE FIRST BOSTON
 acting through its Cayman Islands Branch,
 as Documentation Agent and as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 AUSTRALIAN & NEW ZEALAND
 BANKING GROUP,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 BANK HAPOALIM, B.M.
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 BANK OF TOKYO-MITSUBISHI TRUST
 COMPANY,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 BANK ONE, N.A.,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 BARCLAYS BANK PLC,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 BAYERISCHE LANDESBANK
 GIROZENTRALE, NEW YORK
 BRANCH, as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 BNP PARIBAS,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 CALYON NEW YORK BRANCH,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 CREDIT INDUSTRIAL ET COMMERCIAL,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 UFJ BANK LIMITED,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 FLEET NATIONAL BANK,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 KEYBANK NATIONAL ASSOCIATION,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 MELLON BANK, N.A.,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 MORGAN STANLEY BANK,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 SOCIETE GENERALE,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 THE BANK OF NEW YORK,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 THE BANK OF NOVA SCOTIA,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 THE ROYAL BANK OF SCOTLAND plc,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 UBS LOAN FINANCE LLC,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 WACHOVIA BANK, N.A.,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 WESTLB AG, NEW YORK BRANCH,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement 









			
	 BANK OF COMMUNICATIONS,
 as a Lender

		
	 By: 
	 	 
	 	 	 Name:

	 	 	 Title:



  

 Second Amendment to 364-Day Credit Agreement