First Amendment to 364-Day Credit Agreement dated as of July 18,2003.



 Exhibit 10.1 
  
 FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT 
  
 FIRST AMENDMENT, dated as of July 18, 2003 (this “Amendment”), to the 364-DAY COMPETITIVE ADVANCE AND
REVOLVING CREDIT AGREEMENT, dated as of November 25, 2002 (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 inserting immediately following the phrase “provided that” appearing therein “(i)” and (ii) by adding to the end thereof, before the period mark, the following: 

  
 “and (ii) for the fiscal quarter of Raytheon and its consolidated
Subsidiaries ending June 29, 2003, such Consolidated Net Income shall be increased by an amount not to exceed $100,000,000 for such fiscal quarter, representing one-time charges to the extent recorded in connection with 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 (i) the Borrower and the Required
Lenders shall have executed and delivered this Amendment to the Administrative Agent and (ii) the Administrative Agent shall have received, for the account of each Required Lender executing this Amendment, an amendment fee equal to 0.03% of such
Lender’s Commitment. 

  

	 	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:                                      
                       
 Name: 
 Title: 
  
 RAYTHEON TECHNICAL SERVICES COMPANY, 
 as a Guarantor 
  
 By:                                      
                       
 Name: 
 Title: 
  
 RAYTHEON AIRCRAFT COMPANY, 
 as a Guarantor 
  
 By:                                      
                       
 Name: 
 Title: 
  
 JPMORGAN CHASE BANK, 
 as Administrative Agent and as a Lender 
  
 By:                                      
                       
 Name: 
 Title: