SECOND AMENDMENT TO THE 364-DAY CREDIT AGREEMENT



 EXHIBIT 10.4 
  
 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 (Defined Terms). The definition of “Consolidated Net Income”
appearing in Section 1.01 of the Credit Agreement is hereby amended (i) by deleting the word “and” appearing before the second clause thereof and by inserting, in lieu thereof, a comma and (ii) by adding to the end thereof, before the
period mark, the following: 
  
 “and (iii) for the fiscal
quarter of Raytheon and its consolidated Subsidiaries ending September 28, 2003, such Consolidated Net Income shall be increased by an amount not to exceed $306,000,000 for such fiscal quarter, representing write-offs and charges to the extent
recorded for such quarter in connection with the Network Centric Systems business, the Technical Services business, and the discontinued operations of Raytheon Engineers and Constructors with respect to such fiscal quarter”. 
  









 3. Waiver. The Required Lenders hereby waive compliance with Section 6.05(b) and
any related Event of Default pursuant to paragraph (d) of Article VII of the Credit Agreement through the date hereof solely to the extent that the failure to comply with such provisions is remedied by the amendment contained in Section 2 hereof
with respect to the definition of “Consolidated Net Income”. 
  
 4. 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. 
  
 5. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the Borrower and the Required Lenders shall have executed and delivered this Amendment to
the Administrative Agent. 
  
 6.
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. 
  
 7. 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. 
  
 8. 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. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 
  
 9. 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. 
  









 10. 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. 
  
 11. 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:
	 	 /s/    Richard A. Goglia


	 Name:
	 	Richard A. Goglia
	 Title:
	 	Vice President and Treasurer
	
	 RAYTHEON TECHNICAL SERVICES COMPANY,
 as a Guarantor

		
	By:	 	 /s/    Louis P. Laroche


	 Name:
	 	Louis P. Laroche
	 Title:
	 	Chief Financial Officer
	
	 RAYTHEON AIRCRAFT COMPANY,
 as a
Guarantor

		
	By:	 	 /s/    Anthony F. O’Brien


	 Name:
	 	Anthony F. O’Brien
	 Title:
	 	Vice President and Chief Financial Officer
	
	 JPMORGAN CHASE BANK,
 as Administrative Agent and as a Lender

		
	By:	 	 /s/    Richard C. Smith


	 Name:
	 	Richard C. Smith
	 Title:
	 	Vice President


  
 Second Amendment
to 364-Day Credit Agreement