Purchase and Sale Agreement - Raytheon Co., Bank of America NT&SA, The Chase Manhattan Bank, Citibank NA and Credit Suisse First Boston


                AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

                                      among

                      RAYTHEON AIRCRAFT CREDIT CORPORATION,

                                   as Servicer

                   RAYTHEON AIRCRAFT RECEIVABLES CORPORATION,

                                    as Seller

                        THE PURCHASERS REFERRED TO HEREIN

             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,

               as Managing Facility Agent and Documentation Agent

             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,

                                       and

                            THE CHASE MANHATTAN BANK,

                as Co-Administrative Agents and Co-Lead Arrangers

                            THE CHASE MANHATTAN BANK,

                              as Syndication Agent

                                 CITIBANK, N.A.

                                       and

                           CREDIT SUISSE FIRST BOSTON,

                            as Co-Syndication Agents

                                       and

                  EACH ADMINISTRATIVE AGENT REFERRED TO HEREIN

                           Dated as of March 18, 1999

 
                                       2

                  AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of
March 18, 1999, among RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas
corporation (the "Seller"), RAYTHEON AIRCRAFT CREDIT CORPORATION ("Raytheon
Credit"), as Servicer (as defined herein), the financial institutions and
special purpose corporations from time to time parties to this Agreement (the
"Purchasers"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Managing Facility Agent for the Purchasers (in such capacity, the "Managing
Facility Agent"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and THE
CHASE MANHATTAN BANK, as Co-Administrative Agents for the Purchasers (in such
capacity, a "Co-Administrative Agent"), THE CHASE MANHATTAN BANK, as Syndication
Agent (in such capacity, the "Syndication Agent"), CITIBANK, N.A. and CREDIT
SUISSE FIRST BOSTON, as Co-Syndication Agents (in such capacity, a
"Co-Syndication Agent") and each Administrative Agent referred to herein.

                              W I T N E S S E T H :

         WHEREAS, the Seller, Raytheon Credit and certain of the Purchasers
herein are parties to the Purchase and Sale Agreement dated as of March 20, 1997
(as heretofore amended, supplemented or otherwise modified, the "1997
Agreement") pursuant to which such Purchasers have agreed to purchase, and have
purchased, certain Receivables from the Seller;

         WHEREAS, the parties hereto desire to amend the 1997 Agreement to,
among other things, provide for the addition of certain parties in their
respective agency capacities described herein, modify certain of the
concentration limits provided in the 1997 Agreement and extend the Expiration
Date;

         WHEREAS, certain of the Purchasers under the 1997 Agreement (the
"Withdrawing Purchasers") desire to sell their undivided interests in the
Receivables purchased thereunder and to terminate their respective Commitments
under the 1997 Agreement on the Amendment Effective Date;

         WHEREAS, the Purchasers under the 1997 Agreement other than the
Withdrawing Purchasers (the "Extending Purchasers") desire to extend the
Expiration Date;

         WHEREAS, certain new financial institutions and special purpose
corporations (such other financial institutions and corporations, the "New
Purchasers") desire to become "Purchasers" under the 1997 Agreement as amended
and restated hereby;

         WHEREAS, each of the Extending Purchasers and the New Purchasers
desires to extend, increase or decrease its Commitment such that, on the
Amendment Effective Date, the Commitment of each such Purchaser will be as shown
on Annex A hereto opposite the name of such Purchaser; and

         WHEREAS, the parties hereto desire to restate the 1997 Agreement as so
amended, modified and supplemented, in its entirety;

         NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:

 
                                       3

                             SECTION 1. DEFINITIONS

     1.1 Defined Terms. As used in this Agreement, the following terms shall
have the following meanings:

     "Acceptable L/C Issuer": a financial institution whose senior long-term
unsecured debt is rated at least A and A2 by S&P and Moody's, respectively, if
rated by both such agencies, or at least A or A2 by S&P or Moody's respectively,
if rated by only one such agency, or if such senior, long-term, unsecured debt
is not rated, is issued by a bank whose long-term deposits are rated at least A+
and A1 by S&P and Moody's, respectively, if rated by both such agencies, or A+
or A1 by S&P or Moody's, respectively, if rated by only one such agency.

     "Accrual Period": (i) with respect to any Settlement Date, the period from
and including the preceding Settlement Date (or, with respect to the initial
Accrual Period, from the Closing Date) to but excluding such Settlement Date and
(ii) a Special Settlement Date Accrual Period.

     "Administrative Agent": the collective reference to the Managing Facility
Agent and the Old Administrative Agent, each in its role as administrative agent
hereunder.

     "Affiliate": as to any Person, (a) any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person or (b) any other Person who is a director, officer, partner or
shareholder of such Person who, in the case of partners and shareholders, owns,
directly or indirectly, 10% or more of the voting securities (i) of such Person,
(ii) of any Subsidiary of such Person or (iii) of any Person described in the
preceding clause (a). For purposes of this definition, "control" of a Person
means the power, directly or indirectly, either to (i) vote 10% or more of the
securities having ordinary voting power for the election of directors of such
Person or (ii) direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise.

     "Affiliate Obligor": each Affiliate of Raytheon Credit obligated to make
payments in respect of a Receivable; provided that, such Affiliate is a special
purpose entity created solely for the purpose of entering into Applicable Leases
and does not and is not expected to own any assets or incur any liabilities
except in connection with the performance of its obligations under the Contracts
pursuant to which it acquires Aircraft and the Applicable Leases of such
Aircraft.

     "Affiliate Receivable": a Receivable created pursuant to a Contract (as
described in clause (i) of the definition thereof) between Raytheon Credit and
an Affiliate Obligor located (within the meaning of Section 9-103 of the New
York UCC) within the United States which Receivable (i) is created in connection
with the acquisition by such Affiliate Obligor of an Aircraft which is leased by
such Affiliate Obligor, as lessor, to an Unaffiliated Foreign Lessee pursuant to
an Applicable Lease and (ii) is secured by a Lien upon (x) such Aircraft and (y)
such Unaffiliated Foreign Lessee's obligations under such Applicable Lease. In
accordance with subsection 2.27, Affiliate Receivables may be categorized as
Certified Foreign Receivables or Uncertified Foreign Receivables.

 
                                       4

     "Aggregate Exposure":

(a)  at any time during the Revolving Period, an aggregate amount equal to the
     Commitments in effect at such time and each Dissenting Purchaser's
     Outstanding Purchase Price at such time; and

(b)  at any time during the Amortization Period, an aggregate amount equal to
     the Outstanding Purchase Price of each Purchaser (including each Dissenting
     Purchaser) at such time.

     "Aggregate Repurchase Obligation": at any time, the sum of the Repurchase
Obligation and the RAC Repurchase Obligation.

     "Agreement": this Amended and Restated Purchase and Sale Agreement, as
amended, supplemented or otherwise modified from time to time.

     "Aircraft": the collective reference to Commuter Aircraft and General
Aviation Aircraft. When used in connection with a Travel Air Receivable,
"Aircraft" shall mean the related Obligor's undivided interest in the applicable
Aircraft.

     "Aircraft Accessories": any of the items listed in clause (ii) of the
definition of Commuter Aircraft and General Aviation Aircraft, as applicable.

     "Amendment Accrual Period":  as defined in Section 5.3.

     "Amendment Effective Date":  as defined in Section 5.1.

     "Amortization Event": any of the events described in subsection 8.1,
whether or not any of the actions referred to in subsection 8.2 have been taken.

     "Amortization Period": the period beginning on the first day after the
termination of the Revolving Period and ending on the earlier of (i) the day the
Outstanding Purchase Price is reduced to zero as a result of the application of
Collections and other payments and (ii) the day on which the Principal Balance
of all Purchased Receivables has been reduced to zero as a result of Collections
and Net Recoveries.

     "Applicable Lease": with respect to any Affiliate Receivable, a lease
contract (substantially in the form described in clause (ii) of the definition
of Contract and which lease contract contains an option to purchase the related
Financed Aircraft by the Unaffiliated Foreign Lessee prior to the expiration of
such lease contract) between the Affiliate Obligor and the Unaffiliated Foreign
Lessee, a Lien upon which secures the repayment of such Affiliate Receivable.

     "Applicable Margin": (a) for each Purchaser (other than a Dissenting
Purchaser) during the Revolving Period, a rate per annum equal to 0.50% plus the
Rating Adjustment, if any, and (b) for each 12-month period following (i) the
commencement of the Amortization Period and (ii) for each Dissenting Purchaser,
the commencement of amortization of such Dissenting Purchaser's Outstanding
Purchase Price pursuant to Section 2.8(b) (each 12-month period in clauses (i)
and (ii), a "Year"), the rate per annum set forth for such Year below plus the
Rating Adjustment, if any:

 
                                       5

         Years                                      Margin

         One through three                           0.50%
         Four through six                            0.55%
         Seven through ten                           0.65%
         Eleven                                      0.80%
         Twelve                                      0.95%
         Thirteen                                    1.10%
         Thereafter                                  1.25%

     "Applicable Settlement Date": as defined in the definition of "Ineligible
Receivable".

     "Assignment": an assignment, substantially in the form of Exhibit A-1 with
appropriate insertions and attachments, executed by the Seller or an Affiliate
Obligor, as the case may be, and delivered to the Managing Facility Agent or the
Seller, as the case may be, with respect to each purchase or substitution.

     "Available Commitment": as to any Purchaser at any time, an amount equal to
the excess, if any, of (a) the amount of such Purchaser's Commitment over (b)
the product of such Purchaser's Available Commitment Percentage multiplied by
the aggregate Outstanding Purchase Price (excluding any Dissenting Purchaser's
Outstanding Purchase Price at such time).

     "Available Commitment Percentage": as to any Purchaser at any time, a
fraction the numerator of which is the Commitment of such Purchaser at such time
and the denominator of which is the aggregate Commitments at such time.

     "Aviation Act": the Federal Aviation Act of 1958, as amended, and all
applicable rules and regulations thereunder.

     "Bailee": any Person (other than the Administrative Agent and the Seller)
which enters a Bailment Agreement.

     "Bailment Agreement": each agreement, substantially in the form of Exhibit
F-1 or F-2 with such changes thereto as are reasonably satisfactory in form and
substance to the Managing Facility Agent, among an Administrative Agent, the
Seller and the Person therein designated, which Person shall be acceptable to
the Managing Facility Agent in its reasonable discretion, to maintain custody,
as the bailee of the Administrative Agent and the Purchasers, of the letter of
credit related to each L/C Receivable sold or substituted hereunder on the terms
and subject to the conditions set forth therein, as any of the same may be
amended, supplemented or otherwise modified from time to time.

     "Base Rate": for any day, the higher of (a) 0.50% per annum above the
latest Federal Funds Rate and (b) the rate of interest in effect for such day as
publicly announced from time to time by Bank of America National Trust and
Savings Association in San Francisco, California, as its"reference rate". The
"reference rate" is a rate set by Bank of America National Trust and Savings
Association based upon various factors including Bank of America National Trust
and Savings Association's costs and desired return, general economic conditions

 
                                       6

and other factors, and is used as a reference point for pricing some loans,
which may be priced at, above, or below such announced rate. Any change in the
reference rate announced by Bank of America National Trust and Savings
Association shall take effect at the opening of business on the day specified in
the public announcement of such change.

     "Benefitted Purchaser":  as defined in subsection 11.7(a).

     "Business Day": a day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York, Wichita, Kansas, Boston, Massachusetts
or San Francisco, California are authorized or required by law to close.

     "Buyout Amount":  as defined in subsection 2.8(b)(iii).

     "Cash Collateral Account":  as defined in subsection 2.14(c)(i).

     "Cash Equivalents": (a) securities issued or directly and fully guaranteed
or insured by the United States Government or any agency or instrumentality
thereof having maturities not later than the Settlement Date following the date
of acquisition, (b) certificates of deposit and eurodollar time deposits with
maturities not later than the Settlement Date following the date of acquisition,
bankers' acceptances with maturities not later than the Settlement Date
following the date on which such investment is made and overnight bank deposits,
in each case, with any commercial bank (i) the short-term indebtedness of which
is rated at least A-1 or P-1 by S&P or Moody's, respectively, and (ii) with
capital and surplus in excess of $500,000,000, (c) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clauses (a) and (b) entered into with any financial institution
meeting the qualifications specified in clause (b) above, and (d) commercial
paper rated at least A-1 or P-1 by S&P or Moody's, respectively, and in each
case with maturities not later than the Settlement Date following the date of
acquisition.

     "Cash Flow Cutoff Date": as of any Settlement Date and with respect to any
Extended Term Receivable, (i) so long as no Rating Event has occurred and is
continuing, the date which is thirteen years after such Settlement Date and (ii)
during the continuation of a Rating Event, the date which is ten years after
such Settlement Date.

     "Certified Foreign Receivable": each Affiliate Receivable and each Foreign
Receivable (i) in the case of a Foreign Receivable which is not a Lease
Receivable, (x) in respect of which the obligations of the related Obligor are
secured by a Lien on the related Contract and Financed Aircraft in compliance
with subsections 5.2(e)(ii) and (vii), (y) which has been so designated as a
Certified Foreign Receivable in compliance with subsection 2.27 and (z) in
respect of which the Seller has satisfied the conditions specified in subsection
5.2 (including subsection 5.2(e)), (ii) in the case of a Foreign Receivable
which is a Lease Receivable (including a Registerable Lease Receivable with a
Foreign Obligor) (x) in respect of which the obligations of the related Obligor
are secured by a Lien on the related Contract and Financed Aircraft in
compliance with subsections 5.2(e)(iii), (iv) and (vii), (y) which has been so

 
                                       7

designated as a Certified Foreign Receivable in compliance with subsection 2.27
and (z) in respect of which the Seller has satisfied the conditions specified in
subsection 5.2 (including subsection 5.2(e)) and (iii) in the case of an
Affiliate Receivable (x) in respect of which the obligations of the related
Obligor are secured by a Lien on the related Contract and Financed Aircraft in
compliance with subsections 5.2(e)(vi) and (vii), (y) which has been so
designated as a Certified Foreign Receivable in compliance with subsection 2.27
and (z) in respect of which the Seller has satisfied the conditions specified in
subsection 5.2 (including subsection 5.2(e)).

     "Certified Opinion Delivery Date":  as defined in subsection 2.27(c).

     "Closing Date":  March 24, 1997.

     "Code":  the Internal Revenue Code of 1986, as amended from time to time.

     "Collateral":  as defined in subsection 11.11(b).

     "Collection Account":  as defined in subsection 2.14(a).

     "Collections": with respect to any Purchased Receivable, all cash
collections (including, without limitation, Principal Collections, Finance
Charge Collections and other payments (including penalties, if any)), rent paid
under any Contract (whether as Principal Collections or Finance Charge
Collections), all security deposits (including, without limitation, any engine
reserve account), any payments pursuant to guarantees and all amounts paid by
any Obligor or Unaffiliated Foreign Lessee upon the exercise of any purchase
option under any Contract (including any amounts financed by the Seller), the
amount of drawings under a letter of credit related to such Purchased
Receivable, any insurance paid in respect of an Exim Bank Receivable, any
curtailment payments made by an Obligor in respect of a Wholesale Receivable,
and any other cash proceeds of any Purchased Receivable or proceeds of such
Purchased Receivable, including, without limitation, any proceeds from
realization upon collateral (including, without limitation, any Financed
Aircraft, Applicable Lease, insurance proceeds, letters of credit, security
deposits, curtailment payments, indemnity payments or any other cash payments
under or with respect to the related Contract) and any amounts withdrawn from
the Cash Collateral Account pursuant to subsection 2.14(c).

     "Commitment": as to any Purchaser, the obligation of such Purchaser to
purchase undivided interests in Eligible Receivables from the Seller in an
amount at any one time outstanding not to exceed the amount set forth opposite
such Purchaser's name on Schedule I, as reduced from time to time in accordance
with the terms hereof; as to all the Purchasers on the Amendment Effective Date,
not to exceed an aggregate amount of $2,700,000,000.

     "Commitment Fee":  as defined in subsection 2.17(d).

     "Commitment Percentage":

(a)  at any time during the Revolving Period and as to any Purchaser other than
     a Dissenting Purchaser, a fraction, the numerator of which is the
     Commitment of such Purchaser in effect at such time and the denominator of
     which is equal to the Aggregate Exposure at such time;

 
                                       8

(b)  at any time during the Revolving Period and as to a Dissenting Purchaser, a
     fraction, the numerator of which is the Outstanding Purchase Price of such
     Dissenting Purchaser at such time and the denominator of which is equal to
     the Aggregate Exposure at such time; and

(c)  at any time during the Amortization Period and as to any Purchaser,
     including a Dissenting Purchaser, a fraction the numerator of which is
     equal to the Outstanding Purchase Price of such Purchaser at such time and
     the denominator of which is equal to the Aggregate Exposure at such time.

     "Commitment Transfer Supplement": a Commitment Transfer Supplement,
substantially in the form of Exhibit D.

     "Commonly Controlled Entity": with respect to a Person, an entity, whether
or not incorporated, which is under common control with such Person within the
meaning of Section 4001 of ERISA or is part of a group which includes such
Person and which is treated as a single employer under Section 414 of the Code.

     "Commuter Aircraft": the Models 1300, 1900 and 99 Beechcraft manufactured
by RAC and comparable general aviation aircraft used for commuter airline
purposes manufactured by any other Person including, in all cases, without
limitation, (i) any and all airframes, engines, (including, without limitation,
any replacement or substituted engines) and avionics, equipment and accessories
at any time attached to, connected with or located in any such aircraft and, to
the extent covered by the recording system of the Aviation Act, all logs,
manuals and maintenance records with respect thereto and (ii) any and all
avionics, equipment and accessories removed from any Aircraft and, to the extent
not covered by the recording system of the Aviation Act, all logs, manuals and
maintenance records.

     "Commuter Receivable": a Receivable the Obligor of which owns and operates
a commuter airline.

     "Concentration Account": as defined in subsection 2.14(b).

     "Concentration Receivables":  as defined in subsection 2.7(b).

     "Consolidated Capitalization": at a particular date, the sum of
Consolidated Debt and Consolidated Net Worth at such date.

     "Consolidated Debt": at a particular date, all amounts which would be
included as indebtedness (including capitalized leases) on a consolidated
balance sheet of Raytheon and its consolidated Subsidiaries, determined in
accordance with GAAP.

     "Consolidated EBIT": for any period, the sum of (a) Consolidated Net Income
for such period and (b) the aggregate amounts deducted in determining
Consolidated Net Income in respect of (i) Consolidated Net Interest Expense for
such period and (ii) income taxes of Raytheon and its consolidated Subsidiaries
for such period determined in accordance with GAAP.

 
                                       9

     "Consolidated Net Income": for any period, the consolidated net income (or
deficit) of Raytheon and its consolidated Subsidiaries for such period,
determined in accordance with GAAP; provided that (i) for the fiscal quarter of
Raytheon and its consolidated Subsidiaries ending December 31, 1997, such
Consolidated Net Income shall be increased by $327,100,000 representing a
restructuring charge taken in connection with Raytheon's acquisition of Hughes
Aircraft Company and (ii) for the fiscal quarter of Raytheon and its
consolidated Subsidiaries ending September 30, 1998, such Consolidated Net
Income shall be increased by $284,000,000 representing restructuring charges and
a write-down in investments taken in such fiscal quarter.

     "Consolidated Net Interest Expense": for any period, net interest expense
of Raytheon and its consolidated Subsidiaries for such period, determined in
accordance with GAAP.

     "Consolidated Net Worth": at a particular date, all amounts which would, in
conformity with GAAP, be included under stockholders' equity on a consolidated
balance sheet of Raytheon and its consolidated Subsidiaries at such date.

     "Contract": with respect to a Receivable, the collective reference to (a)
the promissory notes, security agreements, leases, financing and security
agreements, contracts, documents and instruments between the Seller and the
Obligor thereon on the Seller's standard form therefor (as in effect on the
Closing Date) or such other forms as shall contain substantially similar
provisions to such standard forms, pursuant to which the Seller has (i) lent the
Obligor funds to purchase an Aircraft or, in the case of the Travel Air
Receivables, an undivided interest therein, and the Obligor has agreed to make
installment payments in respect of such purchase, or (ii) leased an aircraft or,
in the case of the Travel Air Receivables, an undivided interest therein; to the
Obligor, in each case, as amended, supplemented or otherwise modified from time
to time and (b) upon the occurrence of an event of the type described in
subsection 8.1(j) affecting the Seller, each and every promissory note, security
agreement, lease, financing and security agreement, contract, document and
instrument executed in replacement or supersession of another Contract described
in clause (a) with the same Obligor, or executed upon extension, modification or
amendment of such Contract, whether in connection with an agreement pursuant to
Section 1110 of the Bankruptcy Code (11 USC ss. 1110) or otherwise. Whenever
used in connection with any Purchased Receivables, unless the context otherwise
requires "Contract" shall include any Applicable Lease securing the obligations
of the Affiliate Obligor under such Purchased Receivable.

     "Contractual Obligation": as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

     "Current Receivable":  as defined in subsection 2.13(f).

     "Credit and Collection Policy": those credit and collection policies and
practices of the Seller and the Servicer existing on the Closing Date relating
to the Receivables (including, without limitation, policies relating to
writeoffs of Receivables and policies and practices maintained by the Seller's
or the Servicer's computer system and policies set forth in the form previously
delivered to the Purchasers, as modified from time to time in accordance with
subsection 7.1(c).

 
                                       10

     "Dealer": any independent dealer or Affiliate of Raytheon Credit which
markets and sells Aircraft.

     "Debt Rating": at any date of determination, Raytheon's long-term unsecured
senior debt rating, determined in accordance with the following:

(i)   if on any date on which a Debt Rating is to be determined, only two of
      Moody's, S&P and Duff are providing long-term unsecured senior debt
      ratings for Raytheon and such ratings are no more than one rating level
      apart (e.g., the difference between B and B+ being one rating level), the
      Debt Rating will be the lower of such ratings;

(ii)  if on any date on which a Debt Rating is to be determined, only two of
      Moody's, S&P and Duff are providing long-term unsecured senior debt
      ratings for Raytheon but such ratings are more than one rating level
      apart, the Debt Rating will be one rating level higher than the lower of
      such ratings so provided;

(iii) if on any date on which a Debt Rating is to be determined, each of
      Moody's, S&P and Duff is providing long-term unsecured senior debt ratings
      for Raytheon, the Debt Rating will be the lower of the two highest of the
      three ratings so provided; and

 
                                       11

(iv) if on any date on which a Debt Rating is to be determined, only one of
     Moody's, S&P and Duff is providing a long-term unsecured senior debt rating
     for Raytheon, the Debt Rating will be Raytheon's long-term unsecured senior
     debt rating as provided by such rating agency.

     A debt rating shall be deemed to be in effect on the date of announcement
or publication by the applicable rating agency. References in this Agreement to
alphabetical rating classifications are references to the S&P/Moody's ratings.
For purposes of clauses (i), (ii), (iii) and (iv) above, the ratings of Duff
shall be the rating provided by Duff which is comparable to the S&P alphabetical
classification. Notwithstanding the foregoing, the Seller and the Required
Purchasers may at any time and from time to time agree to utilize a rating
agency other than Moody's, S&P or Duff to determine the Debt Rating, in which
case the Debt Rating shall be such levels as quoted by such rating agencies as,
in each case, the Seller and the Purchasers, by unanimous consent, shall agree.

     "Debt Ratio": at a particular date, the ratio of Consolidated Debt at such
date to Consolidated Capitalization at such date.

     "Default Rate":  as defined in subsection 2.17(c).

     "Defaulted Applicable Lease": an Applicable Lease (i) as to which any
payment thereon or part thereof remains unpaid by the Unaffiliated Foreign
Lessee thereon for (x) 120 days in the case of a GA Receivable or (y) 150 days
in the case of a Commuter Receivable, from, in each case, the original due date
for such payment by such Unaffiliated Foreign Lessee, (ii) as to which the
Unaffiliated Foreign Lessee thereof has taken or suffered any action of the type
described in subsection 8.1(j) with respect to such Person or (iii) which,
consistent with the Credit and Collection Policy, would be written off the
Seller's books as uncollectible.

     "Defaulted Receivable": a Receivable, (i) in the case of a GA Receivable or
a Travel Air Receivable, as to which any payment on such Receivable or part
thereof remains unpaid by the Obligor thereon for 120 days from the original due
date for such payment by such Obligor, (ii), in the case of a Commuter
Receivable, as to which any payment on such Receivable or part thereof remains
unpaid by the Obligor thereon for 150 days from the original due date for such
payment by such Obligor, (iii) in the case of a Wholesale Receivable, as to
which any payment on such Receivable or part thereof remains unpaid by the
Obligor thereon for 60 days from the original due date for such payment by such
Obligor, (iv) in the case of an Affiliate Receivable, as to which the Applicable
Lease related thereto is a Defaulted Applicable Lease or (v) any Receivable as
to which the Obligor thereof has taken or suffered any action of the type
described in subsection 8.1(j) with respect to such Obligor or which, consistent
with the Credit and Collection Policy, would be written off the Seller's books
as uncollectible.

     "Delinquent Receivable": an Eligible Receivable a payment under which is
more than 90 days past due from the original due date therefor, but which is not
otherwise a Defaulted Receivable.

     "Discount Event": any time when Raytheon's Debt Rating is lower than either
BBB+/Baa1.

 
                                       12
               
     "Dissenting Purchaser":  as defined in subsection 2.8(b).

     "Domestic Wholesale Receivable": a Receivable arising under a wholesale
financing arrangement between Raytheon Credit and, as Obligor thereunder, a
Dealer which is located (within the meaning of Section 9-103 of the New York
UCC) in the United States.

     "Duff":  Duff & Phelps Credit Rating Company.

     "Effective Date":  as defined in Section 5.1 of the 1997 Agreement.
                  
     "Eligible Applicable Lease": (x) with respect to each Affiliate Receivable
other than an Existing Affiliate Receivable, at the time of purchase or
substitution of such Affiliate Receivable pursuant to this Agreement, an
Applicable Lease related thereto:

(a)  the Unaffiliated Foreign Lessee of which (i) is not an Affiliate of
     Raytheon Credit or the Servicer, (ii) is not located in a Prohibited
     Jurisdiction, (iii) is not, except to the extent permitted under subsection
     2.7, a Governmental Authority unless the Affiliate Obligor, Raytheon Credit
     and the Seller have complied with the requirements of each applicable
     Requirement of Law pertaining to the assignment of accounts receivable the
     obligor of which is a Governmental Authority, all in a manner satisfactory
     to the Managing Facility Agent and the Required Purchasers in their
     reasonable discretion and (iv) is not the Unaffiliated Foreign Lessee or
     the Obligor, or an Affiliate of an Obligor or Unaffiliated Foreign Lessee,
     on any Receivable or Applicable Lease which is a Defaulted Receivable or
     Defaulted Applicable Lease, as appropriate;

(b)  which is neither more than 30 days past due from the original due date
     therefor nor otherwise a Defaulted Applicable Lease;

(c)  which arose in the ordinary course of Raytheon Credit's business from
     financing the retail purchase or lease financing of an Aircraft and relates
     to an Aircraft which will be used for general aviation purposes or with
     respect to the ownership and operation of a commuter airline, but not for
     military purposes;

(d)  which is subject only to adjustment for changes in payments in accordance
     with the terms thereof resulting from changes in the interest rates
     thereunder and the payment terms of which are identical to the payment
     terms set forth in the related Affiliate Receivable;

(e)  which is an "account" or a "general intangible" or which constitutes
     "chattel paper" within the meaning of the UCC of the State of Kansas or the
     law of the state where the Seller or the Servicer maintains the books,
     records and documents with respect to such Receivable;

(f)  which is denominated and payable only in United States dollars in the
     United States;

 
                                       13

(g)  which (i) has been duly authorized by each party thereto (or, if any such
     party is an individual, such party has the capacity to enter into) and each
     of the parties thereto is in compliance therewith in all material respects,
     (ii) was not originated with any conduct constituting fraud or a material
     misrepresentation on the part of the Affiliate Obligor, Raytheon Credit or
     the Seller, (iii) was not originated with any conduct constituting fraud or
     a material misrepresentation by the Unaffiliated Foreign Lessee party
     thereto of which Raytheon Credit, the Seller or the Affiliate Obligor
     thereto knew or should have known based on the exercise of reasonable care,
     (iv) constitutes the legal, valid and binding obligation of the
     Unaffiliated Foreign Lessee thereof enforceable against such Unaffiliated
     Foreign Lessee in accordance with its terms, except as enforceability may
     be limited by applicable bankruptcy, insolvency, reorganization, moratorium
     or similar laws affecting the enforcement of creditors' rights generally
     and by general equitable principles (whether enforcement is sought by
     proceedings in equity or at law), (v) contains enforceable provisions such
     that the rights and remedies of the holder of the security interest created
     therein are adequate for the realization of the benefits of such security
     interest against the related Unaffiliated Foreign Lessee and the other
     collateral therefor and (vi) if the engine for the related Financed
     Aircraft has 750 or more rated takeoff horsepower (or the equivalent of
     such horsepower), accurately describes the engines of such Financed
     Aircraft as provided for in such Applicable Lease;

(h)  which is not subject to any existing material dispute, offset, counterclaim
     or defense whatsoever (including, but not limited to, breach of warranty)
     of which Raytheon Credit, the Seller or the Servicer knows or should have
     known;

(i)  which does not, or at the time of lease of the Financed Aircraft did not,
     contravene any Requirements of Law applicable thereto in any material
     respect (including, without limitation, laws, rules and regulations
     relating to truth in lending, fair credit billing, fair credit reporting,
     equal credit opportunity, fair debt collection practices and privacy) and
     with respect to which no party thereto is in violation of any such
     Requirement of Law in any material respect;

(j)  which was originated in accordance with the Credit and Collection Policy
     and satisfied all requirements thereof;

(k)  on which either at least one payment or a down payment (including a
     trade-in) has been made prior to the Closing Date or the Settlement Date on
     which the related Affiliate Receivable is purchased or substituted;

(l)  the payment terms of which have not been modified other than (i) in
     accordance with the Credit and Collection Policy and (ii) to an extent and
     in an amount not in excess of the limitations specified in subsection
     7.1(b)(iv)(x); and

(m)  of which the Affiliate Obligor, at the time of transfer of the related
     Affiliate Receivable to the Purchasers, has good and marketable title, free
     and clear of any Lien other than any Permitted Receivable Lien; and

 
                                       14

(y)  with respect to any Existing Affiliate Receivable, at the date of its
     purchase or substitution under the Existing Agreement pursuant to which
     such Receivable was sold to the Old Administrative Agent, the Applicable
     Lease related thereto was an "Eligible Applicable Lease" (as defined in
     such applicable Existing Agreement) at such date.

     "Eligible Receivable": (x) with respect to each Receivable other than an
Existing Receivable, at the time of purchase or substitution pursuant to this
Agreement, a Receivable:

(a)  except with respect to an Affiliate Receivable, the Obligor of which is not
     an Affiliate of Raytheon Credit, the Seller or the Servicer;

(b)  except with respect to a Foreign Receivable, the Obligor of which is
     located (within the meaning of Section 9-103 of the New York UCC) within
     the United States and is a Citizen of the United States (as defined in the
     Aviation Act); and, with respect to a Foreign Receivable, the Obligor of
     which is not located in a Prohibited Jurisdiction;

(c)  except with respect to an ExIm Bank Receivable and except as otherwise
     permitted in subsection 2.7(a)(xii), the Obligor of which is not a
     Governmental Authority unless each of Raytheon Credit and the Seller has
     complied with the requirements of the Federal Assignment of Claims Act or
     any other applicable Requirement of Law pertaining to the assignment of
     accounts receivable the Obligor of which is a Governmental Authority, all
     in a manner satisfactory to the Managing Facility Agent and the Required
     Purchasers in their reasonable discretion; provided that if a Rating Event
     has occurred and is continuing, any Affiliate Receivable in respect of
     which the Unaffiliated Foreign Lessee under the related Applicable Lease is
     any Governmental Authority other than a United States Federal Governmental
     Authority shall not be eligible for purchase or substitution under this
     Agreement regardless of any action taken by Raytheon Credit or the Seller
     with respect to the assignment of such Applicable Lease;

(d)  the Obligor of which is not the Obligor or an Affiliate of an Obligor on
     any other Receivable which is a Defaulted Receivable;

(e)  which is neither more than 30 days past due from the original due date
     therefor nor otherwise a Defaulted Receivable;

(f)  which arose in the ordinary course of Raytheon Credit's business from
     financing the retail purchase or lease or, in the case of a Wholesale
     Receivable, the wholesale purchase of an Aircraft and relates to an
     Aircraft which will be used for general aviation purposes or in connection
     with commuter airline operations, but not for military purposes, and which
     was purchased by the Seller from Raytheon Credit pursuant to the
     Intercompany Purchase Agreement in the ordinary course of the Seller's
     business;

 
                                       15

(g)  with respect to GA Receivables, subject only to adjustment for changes in
     payments in accordance with the related Contract resulting from changes in
     the interest rates thereunder, (i) which, except as set forth in clause
     (ii) below, is required to be paid in consecutive monthly installments or
     is a Quarterly Receivable or a Semi-Annual Receivable or (ii) which is a
     Nonstandard Receivable;

(h)  which is an "account" or a "general intangible" or which constitutes
     "chattel paper" within the meaning of the UCC of the State of Kansas or the
     law of the state where the Seller or the Servicer maintains the books,
     records and documents with respect to such Receivable;

(i)  which is denominated and payable only in United States dollars in the
     United States;

(j)  which arises under a Contract which (i) has been duly authorized by each
     party thereto (or, if any such party is an individual, such party has the
     capacity to enter into) and each party thereto is in compliance therewith
     in all material respects, (ii) was not originated with any conduct
     constituting fraud or a material misrepresentation on the part of the
     Seller or Dealer (if different from the Obligor thereto), (iii) was not
     originated with any conduct constituting fraud or a material
     misrepresentation by an Obligor party thereto of which the Seller or Dealer
     (if different from the Obligor) knew or should have known based on the
     exercise of reasonable care, (iv) constitutes the legal, valid and binding
     obligation of the Obligor thereof enforceable against such Obligor in
     accordance with its terms, except as enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting the enforcement of creditors' rights generally and by
     general equitable principles (whether enforcement is sought by proceedings
     in equity or at law), (v) except with respect to each L/C Receivable,
     contains enforceable provisions such that the rights and remedies of the
     holder of the security interest created thereby are adequate for the
     realization of the benefits of such security interest against the related
     Financed Aircraft and the other collateral therefor and (vi) accurately
     describes the engines, if any, of the related Financed Aircraft having 750
     or more rated takeoff horsepower (or the equivalent of such horsepower) as
     provided for in such Contract;

(j)  (i) except with respect to a L/C Receivable, a Lease Receivable, a Travel
     Air Receivable and an Unsecured Receivable, which is secured by a valid and
     perfected first priority security interest in favor of the Seller in the
     Financed Aircraft related thereto (other than, in the case of GA
     Receivables, any engines having less than 750 or more rated takeoff
     horsepower, or its equivalent) and, with respect to an Affiliate
     Receivable, in the related Applicable Lease, (ii) with respect to a
     Registerable Lease Receivable and with respect to an ExIm Bank Receivable,
     the related Financed Aircraft of which is registered with the FAA Registry
     in the name of the Seller and relates to a Financed Aircraft in which the
     Seller has a valid ownership interest, (iii) with respect to a Lease
     Receivable which is not a Registerable Lease Receivable, the related
     Financed Aircraft of which is registered in the name of the Seller in each
     jurisdiction necessary to evidence the valid ownership interest of the
     Seller in the Financed Aircraft related thereto and (iv) with respect to a
     Travel Air Receivable, which is secured by a valid and perfected first
     priority security interest in favor of the Seller in the Obligor's
     undivided interest in the Financed Aircraft and Travel Air Contracts
     related thereto;"

 
                                       16

(l)  except with respect to a L/C Receivable and an Unsecured Receivable, the
     security or ownership interest, as the case may be, of Raytheon Credit in
     the Financed Aircraft related thereto is assignable by Raytheon Credit and,
     except as permitted under subsection 2.7(a)(x), has been so assigned as a
     first priority security interest to the Seller and by the Seller to the
     Administrative Agent for the ratable benefit of the Purchasers to secure
     the obligations under the related Receivable and which Financed Aircraft is
     subject to no other Liens other than Permitted Aircraft Liens; including
     (i) except with respect to a Foreign Receivable (other than a Registerable
     Lease Receivable with a Foreign Obligor), of which the security interest
     granted by the Obligor in favor of Raytheon Credit and assigned to the
     Seller and/or, in the case of a Lease Receivable, by the Seller in favor of
     the Administrative Agent (including, with respect to a Registerable Lease
     Receivable, the security interest in the Financed Aircraft in favor of the
     Administrative Agent) encumbering the related Financed Aircraft (other
     than, for GA Receivables, Aircraft Accessories with respect thereto and
     engines of such Financed Aircraft, if any, having a rated takeoff power of
     750 horsepower or its equivalent) has been duly registered and recorded
     with the FAA Registry, (ii) with respect to a Foreign Receivable (other
     than a L/C Receivable and a Lease Receivable with a Foreign Obligor) of
     which the security interest encumbering the related Financed Aircraft has
     been duly filed, registered or recorded with each office in each
     jurisdiction in which such filing, registration or recordation is necessary
     to perfect the security interest therein granted (x) by the Obligor thereon
     in favor of Raytheon Credit, (y) by Raytheon Credit in favor of the Seller
     and (z) by the Seller in favor of the Administrative Agent for the ratable
     benefit of the Purchasers and (iii) with respect to a Lease Receivable with
     a Foreign Obligor (other than a Registerable Lease Receivable with a
     Foreign Obligor) of which the security interest encumbering the related
     Financed Aircraft has been duly filed, registered or recorded with each
     office in each jurisdiction in which such filing, registration or
     recordation is necessary to perfect the security interest therein granted
     by the Seller in favor of the Administrative Agent for the ratable benefit
     of the Purchasers;

(m)  as to which, upon the transfer of such Receivable pursuant to this
     Agreement, either (i) the Purchasers have a perfected, valid and
     enforceable first priority ownership interest in such Receivable or (ii)
     the Administrative Agent for the ratable benefit of the Purchasers has a
     valid, perfected and first priority security interest in such Receivable,
     in each case free and clear of all Liens other than Permitted Receivable
     Liens;

(n)  of which (i) with respect to each Receivable other than a Lease Receivable
     and a Travel Air Receivable, the related Financed Aircraft is owned by the
     Obligor on the related Contract, (ii) with respect to each Lease
     Receivable, except as permitted under subsection 2.7(a)(x), the related
     Financed Aircraft is owned by the Seller and (iii) with respect to each
     Travel Air Receivable, an undivided interest in the related Financed
     Aircraft is owned by the related Obligor;

 
                                       17

(o)  of which the related Financed Aircraft is (i) with respect to each Financed
     Aircraft registered in the name of the Seller, Raytheon Credit, Travel Air
     or the related Obligor with the FAA, duly certified by the FAA as to type
     and airworthiness and (ii) in all other cases, duly certified by the
     appropriate governmental authorities in the applicable foreign jurisdiction
     as to type and airworthiness;

(p)  which is not subject to any existing material dispute, offset, counterclaim
     or defense whatsoever (including, but not limited to, breach of warranty)
     of which Raytheon Credit, the Seller or the Servicer knows or should have
     known;

(q)  which, together with the Contract and the Financed Aircraft related
     thereto, does not, or at the time of sale (or lease, as the case may be) of
     the Financed Aircraft did not, contravene any Requirements of Law
     applicable thereto in any material respect (including, without limitation,
     laws, rules and regulations relating to truth in lending, fair credit
     billing, fair credit reporting, equal credit opportunity, fair debt
     collection practices and privacy) and with respect to which no party to the
     Contract related thereto is in violation of any such Requirement of Law in
     any material respect;

(r)  which was originated in accordance with the Credit and Collection Policy
     and satisfied all requirements thereof and of the related Contract;

(s)  which, except for an Extended Term Receivable, has a Final Payment Date not
     later than (i) so long as no Rating Event has occurred and is continuing,
     thirteen years after the Settlement Date on which such Receivable is
     purchased or substituted and (ii) during the continuance of a Rating Event,
     ten years after the Settlement Date on which such Receivable is purchased
     or substituted;

(t)  with respect to which the related Financed Aircraft has been delivered to
     the Obligor (x), so long as Raytheon's Debt Rating is no lower than
     BBB/Baa2, no later than the second Settlement Date following the Settlement
     Date on which undivided interests in such Receivable are sold to the
     Purchasers and (y) in all other cases, no later than the Settlement Date on
     which undivided interests in such Receivable are sold to the Purchasers;

(u)  except with respect to a Wholesale Receivable, on which either at least one
     payment or a down payment (including a trade-in) has been made prior to the
     Settlement Date on which it is purchased or substituted;

(v)  the payment terms of which have not been modified other than (i) in
     accordance with the Credit and Collection Policy and (ii) to an extent and
     in an amount not in excess of the limitations specified in subsection
     7.1(b)(iv)(x);

(w)  of which the related Financed Aircraft is insured against loss, damage,
     theft, hull and such other casualties as may be required pursuant to the
     related Contract, including without limitation passenger legal liability,
     public legal liability and property damages legal liability, the policy or
     policies of which shall (i) provide that Raytheon Credit or any Affiliate
     Obligor, as the case may be, is named thereunder as loss payee and is
     entitled to receive 30 days prior notice of cancellation thereof, (ii)

 
                                       18

     contain a breach of warranty endorsement in favor of Raytheon Credit or any
     Affiliate Obligor as the case may be, (iii) provide for insurance in an
     amount, after calculation of any deductible, at least equal to the
     outstanding principal of the Contract at any time and (iv) be maintained
     with financially sound and reputable insurance companies;

(x)  if a Lease Receivable (i) prior to the Settlement Date on which such Lease
     Receivable is purchased or substituted, with respect to which all actions
     required under the related lease to assign to the Administrative Agent on
     behalf of the Purchasers the Seller's and Raytheon Credit's respective
     rights thereunder (including, without limitation, any notice to, consent of
     or acceptance by the lessee party thereto) shall have been duly performed,
     (ii) prior to the Settlement Date on which such Lease Receivable is
     purchased or substituted, a determination shall have been made if such
     Receivable is a Registerable Lease Receivable in accordance with the
     definition of such term, (iii) on the Settlement Date on which such Lease
     Receivable is purchased or substituted, no Rating Event shall have occurred
     and be continuing and (iv), except to the extent permitted in subsection
     2.7(a)(xv), such Lease Receivable is carried on the books of the Seller as
     a "sale" under GAAP;

(y)  if a L/C Receivable, with respect to which the related letter of credit (i)
     either (A) is issued by an Acceptable L/C Issuer or (B) if the issuer of
     the related letter of credit is not an Acceptable L/C Issuer, at the time
     of purchase or substitution no Rating Event has occurred and is continuing,
     (ii) is issued or confirmed by a financial institution located in the
     United States or which otherwise provides that drawings thereunder may be
     made in the United States, (iii) is an irrevocable standby letter of credit
     providing for drawings upon the occurrence of a default under the related
     Contract on sight or upon presentation of certificates specified therein,
     (iv) at any date of determination has an available amount equal to the then
     outstanding Principal Balance of such Receivable, (v) is in full force and
     effect and (vi) either (A) has an expiration date which is at least five
     Business Days following the last scheduled payment date under the related
     Contract or (B) provides for automatic extensions without amendment, notice
     or other act by or to any Person or permits the Seller to draw the
     aggregate amount then available to be drawn thereunder if not extended;

(z)  intentionally omitted;

(aa) if an ExIm Bank Receivable, (i) at least 85% of the Principal Balance of
     which is insured by the related insurance policy and such insurance policy
     is in full force and effect and all premiums have been paid in full, (ii)
     the related Contract of which requires the Obligor to purchase the Aircraft
     at the end of the term thereof, (iii) at the time of purchase or
     substitution of which no Rating Event has occurred and is continuing and
     (iv) prior to the Settlement Date on which such ExIm Bank Receivable is
     purchased or substituted, all actions required to assign to the
     Administrative Agent on behalf of the Purchasers the Seller's and Raytheon
     Credit's respective rights to amounts payable under the related insurance
     policy and the Seller's rights under any lease of the related Aircraft by
     an Obligor on such ExIm Bank Receivable (including, without limitation, any
     notice to, consent of or acceptance by the insurer or lessee thereunder)
     shall have been duly performed;

 
                                       19

(bb) if a Wholesale Receivable, (i) the Principal Balance of which (together
     with interest thereon) is payable in accordance with the original terms
     thereof no later than 180 days after the original date of the Contract
     related thereto, and (ii) the original maturity date thereof has not been
     extended more than twice;

(cc) if a Domestic Wholesale Receivable, the related Financed Aircraft of which
     has not been sold more than once or to more than one other independent
     Dealer (exclusive of Dealers owned by Raytheon Credit or RAC);

(dd) if a Nonstandard Receivable, a Rating Event shall not have occurred and be
     continuing;

(ee) if an Affiliate Receivable, (x) prior to the Settlement Date on which such
     Affiliate Receivable is purchased or substituted, all actions required to
     assign (1) to Raytheon Credit, and from Raytheon Credit to the Seller, the
     Affiliate Obligor's rights under the Applicable Lease and Financed Aircraft
     and (2) to the Administrative Agent, the Seller's rights under the Financed
     Aircraft and the Applicable Lease (including, without limitation, in case
     of clauses (1) and (2), any notice to, consent of or acceptance by the
     Unaffiliated Foreign Lessee party thereto) shall have been duly performed
     and the Administrative Agent, for the ratable benefit of the Purchasers,
     shall have a valid, perfected and first priority security interest in such
     Financed Aircraft and Applicable Lease as collateral security for the
     Affiliate Obligor's obligations under such Affiliate Receivable, free and
     clear of all Liens other than (i) the Lien created in favor of Raytheon
     Credit and the Seller, (ii) the Lien created under this Agreement in favor
     of the Administrative Agent for the ratable benefit of the Purchasers and
     (iii) any Permitted Receivable Lien, (y) on the Settlement Date on which
     such Affiliate Receivable is purchased or substituted, no Rating Event
     shall have occurred and be continuing and (z) the Applicable Lease related
     thereto is an Eligible Applicable Lease; and

(ff) which is an "Eligible Receivable" under and as defined in the Intercompany
     Purchase Agreement; and

(y)  with respect to any Existing Receivable, at the date of its purchase or
     substitution under the Existing Agreement pursuant to which it was sold to
     the Old Administrative Agent, such Receivable which was an "Eligible
     Receivable" (as defined in such applicable Existing Agreement) at such
     date.

Notwithstanding any provision set forth in this definition of "Eligible
Receivable" (except clause (x)(ff)), any Receivable which otherwise qualifies to
be an "Eligible Receivable" and for which the Financed Aircraft related thereto
receives a conveyance number from the FAA on or prior to the Applicable
Settlement Date after the sale or substitution of such Receivable shall be
deemed to be an "Eligible Receivable".

 
                                       20

     "ERISA": the Employee Retirement Income Security Act of 1974, as amended
from time to time.

     "Excess MGL Receivables": as of any date of determination, the Principal
Balances of all Purchased Receivables in respect of each of Mesa and Great Lakes
and all of their respective Affiliates to the extent such aggregate Principal
Balances exceed an amount equal to 10% of the Outstanding Purchase Price on such
date of determination (calculated after giving effect to all proposed purchases
and substitutions on such date but excluding the Outstanding Purchase Price of
Wholesale Receivables).

     "Excess Spread":  as defined in subsection 2.16(b)(vi).

     "Excluded Taxes" means, with respect to the Managing Facility Agent, the
Administrative Agent, either Co-Administrative Agent, any Purchaser or any other
recipient of any payment to be made by or on account of any obligation of the
Seller hereunder, (a) income or franchise taxes imposed on (or measured by) its
net income by the United States of America or by the jurisdiction under the laws
of which such recipient is organized or in which its principal office is located
or, in the case of any Purchaser, in which its applicable purchasing office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which the Seller is located
and (c) in the case of a Foreign Purchaser (other than an assignee pursuant to a
request by the Seller under subsection 2.26(b)), any withholding tax that is
imposed on amounts payable to such Foreign Purchaser at the time such Foreign
Purchaser becomes a party to this Agreement or is attributable to such Foreign
Purchaser's failure or inability to comply with Section 2.23(e), except to the
extent that such Foreign Purchaser's assignor (if any) was entitled, at the time
of assignment, to receive additional amounts from the Seller with respect to
such withholding tax pursuant to Section 2.23(a).

     "ExIm Bank": the Export-Import Bank of the United States and any successor
thereto.

     "ExIm Bank Receivable": a Receivable, the payments of which are insured by
the ExIm Bank.

     "Existing Agreements": the collective reference to the Existing Commuter
Agreement and the Existing GA Agreement.

     "Existing Affiliate Receivable": each Existing Receivable which, on and as
of the Effective Date, is an "Affiliate Receivable" under and as defined in the
Existing Agreement pursuant to which the Old Administrative Agent purchased such
Receivable.

     "Existing Certified Receivable": each Existing Receivable which, on and as
of the Effective Date, is a "Certified Foreign Receivable" under and as defined
in the Existing Agreement pursuant to which the Old Administrative Agent
purchased such Receivable.

 
                                       21

     "Existing Commuter Agreement": the Amended and Restated Purchase and Sale
Agreement dated as of March 8, 1996 among Raytheon Credit, the purchasers
referred to therein, Swiss Bank Corporation, New York Branch, as administrative
agent, Bank of America NT&SA, as documentation agent and co-agent, and Swiss
Bank Corporation, New York Branch, as co-agent, as amended, supplemented or
otherwise modified from time to time.

     "Existing GA Agreement": the Second Amended and Restated Purchase and Sale
Agreement dated as of March 8, 1996 among Raytheon Credit, the purchasers
referred to therein and Swiss Bank Corporation, New York Branch, as agent, as
amended, supplemented or otherwise modified from time to time.

     "Existing Outstanding Balance": as of any date of determination for any
Existing Receivable, the "Outstanding Balance" thereof as determined under the
Existing Agreement pursuant to which such Existing Receivable was purchased
prior to the Effective Date.

     "Existing Outstanding Purchase Price": as of any date of determination for
any Purchaser, the sum of such Purchaser's "Outstanding Purchase Price", if any,
under each of the Existing Agreements.

     "Existing Principal Balance": as of any date of determination for any
Existing Receivable, the "Principal Balance" thereof as determined under the
Existing Agreement pursuant to which such Existing Receivable was purchased by
the administrative agent or agent under such Existing Agreement.

     "Existing Receivables": on the Effective Date, the collective reference to
the outstanding "Purchased Receivables" under and as defined in the Existing
Agreements.

     "Existing Registerable Lease Receivables": on the Effective Date, the
collective reference to the outstanding "Registerable Lease Receivables" under
and as defined in the Existing Agreements.

     "Existing Uncertified Foreign Receivables": on the Effective Date, the
collective reference to the outstanding "Foreign Uncertified Receivables" under
and as defined in the Existing Agreements.

     "Expense Amounts": the collective reference to amounts required to be paid
pursuant to (i) subsections 2.17(a), 2.17(b), 2.17(c) and 2.17(d) and (ii)
subsections 2.22, 2.23, 2.24 and 11.5 (to the extent that the Managing Facility
Agent, the Administrative Agent or a Purchaser has made a demand therefor).

     "Expiration Date": March 16, 2000 or, if the Revolving Period is extended
pursuant to subsection 2.8, 364 days after the date of the Expiration Date in
effect at the time of such extension.

     "Extended Term Receivable": as of any Settlement Date, any Receivable the
Final Payment Date of which is later than (i) so long as no Rating Event has
occurred and is continuing, thirteen years after such Settlement Date and (ii)
during the continuance of a Rating Event, ten years after such Settlement Date,
and, for purposes of subsection 2.15, any Receivable the Final Payment Date of
which is extended pursuant to subsection 7.1(b)(iv) to such later date.

 
                                       22

     "FAA":  the Federal Aviation Administration or any successor thereto.

     "FAA Assignment": the assignment, certificate or other document to be filed
with the FAA Registry on or before the Closing Date or any Settlement Date with
respect to a Financed Aircraft related to an Eligible Receivable to be purchased
on the Closing Date or purchased or substituted on such Settlement Date,
substantially in the form of (i) in the case of an assignment by the Seller of a
security interest in a Financed Aircraft granted by an Obligor in favor of the
Seller, Exhibit A-2 (for filing on the Closing Date) or Exhibit A-3 (for filing
on each Settlement Date) or, (ii) with respect to a Registerable Lease
Receivable or an ExIm Bank Receivable, if the Financed Aircraft related thereto
is (or the lessee under the related lease agrees will be) registered under the
Aviation Act, in the case of the grant by the Seller in favor of the
Administrative Agent for the ratable benefit of the Purchasers of a security
interest in a Financed Aircraft and amounts payable under the related lease
entered into with respect to such Lease Receivable or ExIm Bank Receivable,
substantially in the form of Exhibit A-4 (for filing on the Closing Date) or
Exhibit A-5 (for filing on a Settlement Date); in each case, with appropriate
modifications which may be required as a result of changes in any Requirements
of Law after the Closing Date pertaining to filings and recordings with the FAA
Registry.

     "FAA Filing Date":  as defined in subsection 6.1(n)(ii).

     "FAA Registry": the FAA Aircraft Registry maintained on the Closing Date at
the office of the FAA located in Oklahoma City, Oklahoma.

     "Final Payment Date": with respect to a Purchased Receivable, the scheduled
final maturity date (which, with respect to a Lease Receivable, shall be the
final scheduled rent payment date under the related Contract) of such
Receivable.

     "Finance Charge Collections": (i) with respect to Purchased Receivables
constituting Lease Receivables a portion of the Collections thereunder
representing the interest component of such lease, such interest component
reflecting the interest rate as set forth in such lease and such portion being
calculated in accordance with Credit and Collection Policy and (ii) with respect
to all other Purchased Receivables, Collections on account of accrued finance
charges, late fees and similar items in respect of such Purchased Receivables
calculated, in each case, in accordance with the Credit and Collection Policy.

     "Financed Aircraft": the Aircraft, together with all accessions thereto,
securing an Obligor's indebtedness under a Contract; provided that, the term
"Financed Aircraft" when used herein or in any other document, instrument or
certificate delivered pursuant hereto shall mean or refer to, with respect to a
Lease Receivable or an ExIm Bank Receivable, the Aircraft leased under the
Contract pursuant to which such Lease Receivable was created, together with all
accessions thereto.

 
                                       23

     "Foreign Assignment": with respect to each Foreign Receivable (other than
a L/C Receivable) and each Affiliate Receivable, each document, instrument,
agreement (whether an assignment, security agreement, mortgage or otherwise) and
certificate appropriate for filing in the applicable office in the applicable
jurisdiction and necessary to evidence (i) in the case of Affiliate Receivables
and of Foreign Receivables which are not Lease Receivables, the Lien in the
related Financed Aircraft granted by the Obligor thereon in favor of Raytheon
Credit and the assignment thereof by Raytheon Credit to the Seller and (ii) in
the case of all such Foreign Receivables and all Affiliate Receivables, the Lien
in the related Financed Aircraft granted by the Seller (or, as applicable, the
Lien thereon assigned by the Seller) in favor of the Administrative Agent for
the ratable benefit of the Purchasers; and all other filings and recordings
necessary to perfect the Purchasers' first priority ownership or security
interests in and to the Foreign Receivables or the Affiliate Receivables, as the
case may be, and the related Contracts (including Applicable Leases) and
Financed Aircraft.

     "Foreign Obligor": an Obligor which is not located (within the meaning of
Section 9-103 of the New York UCC) within the United States and is not a citizen
of the United States (as defined in the Aviation Act).

     "Foreign Purchaser" means any Purchaser that is not organized under the
laws of the United States of America or a state thereof.

     "Foreign Receivable":  a Receivable the Obligor of which is a Foreign 
Obligor.

     "Foreign Wholesale Receivable": a Receivable arising under a wholesale
financing arrangement entered into by Raytheon Credit and, as Obligor
thereunder, a Dealer located (within the meaning of Section 9-103 of the New
York UCC) outside the United States.

     "Frozen Pool":  as defined in subsection 2.8(b)(ii).

     "GAAP":  generally accepted accounting principles applied on a consistent 
basis.

     "GA Receivable": a Receivable as to which the related Aircraft is a General
Aviation Aircraft and the Obligor of which does not own and operate a commuter
airline.

     "General Aviation Aircraft": the collective reference to any aircraft
manufactured (including sub-assembly) by RAC for general aviation purposes, and
comparable general aviation aircraft manufactured by any other Person including,
in all cases, without limitation, (i) any airframe, engines (whether or not any
such engine has 750 or more rated takeoff horsepower or the equivalent of such
horsepower, and including any replacement or substituted engine), and avionics,
equipment and accessories at any time attached to, connected with or located in
any such aircraft and, to the extent covered by the recording system of the
Aviation Act, all logs, manuals and maintenance records with respect thereto and
(ii) any avionics, equipment and accessories removed from any Aircraft and, to
the extent not covered by the recording system of the Aviation Act, all logs,
manuals and maintenance records.

 
                                       24

     "Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

     "Great Lakes":  Great Lakes Aviation, Ltd., an Iowa corporation.

     "Guarantee": the Amended and Restated Guarantee, substantially in the form
of Exhibit B, to be made by Raytheon in favor of the Managing Facility Agent and
the Purchasers, as the same may be amended, supplemented or otherwise modified
from time to time.

     "Guarantor":  Raytheon.

     "Increasing Purchaser":  as defined in Section 5.3.

     "Indebtedness": with respect to any Person at any date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current liabilities incurred in the
ordinary course of business and payable in accordance with customary trade
practices) or which is evidenced by a note, bond, debenture or similar
instrument, (b) all obligations of such Person under capital leases, (c) all
obligations of such Person in respect of acceptances issued or created for the
account of such Person and (d) all liabilities secured by any Lien on any
property owned by such Person even though such Person has not assumed or
otherwise become liable for the payment thereof.

     "Indemnified Amounts":  as defined in subsection 9.1(a).

     "Indemnified Person":  as defined in subsection 9.1(a).

     "Indemnified Taxes":  Taxes other than Excluded Taxes.

     "Indemnitee":  as defined in subsection 11.5(c).

     "Ineligibility Event": with respect to any Purchased Receivable, any event
of the type specified in (1) clauses (i), (ii) or (iii) of subsection 2.11 or
(2) clauses (vi) or (xii) of subsection 9.1(a).

     "Ineligible Receivable": (a) with respect to any Purchased Receivable other
than an Existing Receivable, such Receivable, (i) at the date of its purchase or
substitution, was not an Eligible Receivable at such date, (ii) relates to a
Financed Aircraft which did not receive a conveyance number from the FAA on or
prior to the third Settlement Date (or if Raytheon's Debt Rating is no lower
than A/A2, the fourth Settlement Date; the third or fourth Settlement Date, as
applicable, the "Applicable Settlement Date") following the date of its purchase
or substitution or (iii) relates to a Financed Aircraft which becomes a
Remarketed Aircraft; and

 
                                       25

(b)  with respect to any Existing Receivable, such Receivable (x)(i) at the date
     of its purchase or substitution under the Existing Agreement pursuant to
     which it was sold to the administrative agent or agent under such Existing
     Agreement, was not an "Eligible Receivable" (as defined in such applicable
     Existing Agreement) at such date or (ii) relates to a Financed Aircraft
     which did not receive a conveyance number from the FAA on or prior to the
     third Settlement Date (or if Raytheon's Debt Rating is no lower than A/A2,
     the fourth Settlement Date following the date of its purchase or
     substitution under the applicable Existing Agreement; or

     (y) relates to a Financed Aircraft which becomes a Remarketed Aircraft; or

(z)  on and as of the Closing Date (after giving effect to the transactions
     contemplated under the Intercompany Purchase Agreement on such date) such
     Receivable did not satisfy the criteria specified in the following clauses
     under the definition of "Eligible Receivable" herein (assuming for purposes
     hereof, that such clauses are applicable to the Existing Receivables):
     clauses (c), (h), (k), (l) (other than any requirement that the related
     Financed Aircraft be free and clear of Liens on such Effective Date), (m)
     (other than any requirement that such Receivable be free and clear of Liens
     on such Effective Date), (n)(ii), (o)(i), (x)(i), (y)(vi)(B), (aa)(iv) or
     (ee)(x) except, that, (1) with respect to Existing Certified Receivables,
     prior to the Certified Opinion Delivery Date, and with respect to all
     Existing Registerable Lease Receivables, prior to the FAA Filing Date, any
     such Existing Registerable Lease Receivable which does not satisfy any of
     the criteria specified in such clauses (to the extent such clauses are
     applicable to Existing Registerable Lease Receivables) solely as a result
     of the failure to make any of the filings, if any, required by subsection
     6.1(n) shall not be an Ineligible Receivable and (2) with respect to
     Existing Uncertified Foreign Receivables, any such Existing Receivable
     which does not satisfy any of the criteria specified in such clauses (to
     the extent such clauses are applicable to such type of Existing Receivable)
     solely as a result of the failure to make any filing, if any, necessary to
     (x) continue the Lien, if any, of the Administrative Agent, on behalf of
     the Purchasers, in such Receivables, related Financed Aircraft and
     Applicable Leases (if applicable) and Collections thereon with the same
     priority thereon as in effect immediately prior to the Effective Date or
     (y) perfect the transfer by Raytheon Credit of such Receivables, the
     related Financed Aircraft and Applicable Leases (if applicable) and
     Collections thereon to the Seller pursuant to the Intercompany Purchase
     Agreement shall not be an Ineligible Receivable.

     "Interbank Rate ": for any Special Settlement Date Accrual Period or the
Amendment Accrual Period, the sum of (i) .50% plus the rate of interest per
annum (rounded upward to the next 1/16th of 1%) determined by the Managing
Facility Agent as follows:
                        
                                      IBOR
                     -------------------------------------
                      1.00 - Eurodollar Reserve Percentage

plus (ii) a Rating Adjustment, if applicable;

 
                                       26

Where,

Eurodollar Reserve Percentage means for any day for any Special Settlement Date
Accrual Period or the Amendment Accrual Period, the maximum reserve percentage
(expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on
such day (whether or not applicable to any Purchaser) under regulations issued
from time to time by the Board of Governors of the Federal Reserve System for
determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as "Eurocurrency liabilities"); and

IBOR means the rate of interest per annum determined by the Managing Facility
Agent as the rate at which dollar deposits in the approximate amount of the
Managing Facility Agent's Purchase amount for such Special Settlement Date
Accrual Period, or the Amendment Accrual Period, as the case may be, would be
offered by Bank of America National Trust and Savings Association's Grand Cayman
Branch, Grand Cayman B.W.I. (or by Bank of America National Trust and Savings
Association), to major banks in the offshore dollar interbank market at their
request at approximately 11:00 a.m. (New York City time) two Business Days prior
to the commencement of such Special Settlement Date Accrual Period, or the
Amendment Accrual Period, as the case may be.

     "Intercompany Purchase Agreement": the Intercompany Purchase and
Contribution Agreement, dated as of March 20, 1997, between Raytheon Credit and
the Seller, as amended, supplemented or otherwise modified from time to time.

     "Interest Coverage Ratio": for any period, the ratio of Consolidated EBIT
for such period to Consolidated Net Interest Expense for such period.

     "L/C Receivable": a Foreign Receivable which at any time is supported by a
standby letter of credit in an amount at least equal to the outstanding
Principal Balance on such Receivable issued in favor of the Seller and otherwise
satisfying the requirements of clause (y) of the definition of "Eligible
Receivables".

     "Lease Collateral":  as defined in subsection 11.12(a).

     "Lease Obligations":  as defined in subsection 11.12(a).

     "Lease Receivable": any Receivable (other than an ExIm Bank Receivable)
created pursuant to a Contract which is a lease between Raytheon Credit, as
lessor, and the Obligor thereunder, as lessee, with respect to the Aircraft
described therein, other than any such Receivable which is also a L/C
Receivable.

     "LIBO Rate": for any Accrual Period (other than a Special Settlement Date
Accrual Period), (A) the per annum rate (carried to the fifth decimal place)
equal to (i) the rate determined by the Managing Facility Agent to be the
offered rate that appears on the page of the Telerate Screen that displays an
average British Bankers Association Interest Settlement Rate (such page
currently being page number 3750) for deposits (for delivery on the Settlement
Date which is the first day of such Accrual Period) with a term approximately

 
                                       27

equivalent to such Accrual Period, determined as of approximately 11:00 a.m.
(London, England time) two Working days prior to the Settlement Date which is
the first day of such Accrual Period or (ii) in the event the rate referenced in
the preceding clause does not appear on such page or service if such page or
service shall cease to be available, the rate determined by the Managing
Facility Agent to be the offered rate on such other page or other service that
displays an average British Bankers Association Interest Settlement Rate for
deposits (for delivery on the Settlement Date which is the first day of such
Accrual Period) with a term approximately equivalent to such Accrual Period,
determined as of approximately 11:00 a.m. (London, England time) two Working
Days prior to the Settlement Date which is the first day of such Accrual Period,
(B) if such rate cannot be calculated in accordance with clause (A), the "LIBO
Rate" for that Accrual Period will be the rate per annum equal to the average
(rounded upward to the nearest 1/16th of 1%) of the respective rates notified to
the Managing Facility Agent by each Reference Bank as the rate at which such
Reference Bank is offered U.S. dollar deposits in the London interbank
eurodollar market for a period comparable in length to such Accrual Period, at
or about 11:00 a.m. (London, England time) two Working Days prior to such
Settlement Date and in an amount comparable to such Reference Bank's pro rata
share of the Outstanding Purchase Price; or (C) if the LIBO Rate is not able to
be determined pursuant to clauses (A) or (B), the rate per annum determined by
the Managing Facility Agent in good faith, after consultation with the
Purchasers, as reasonably reflecting the aggregate funding costs of the
Purchasers.

     "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement or any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of any financing
statement under the UCC or comparable law of any jurisdiction in respect of any
of the foregoing).

     "Liquidity Bank": for any SPC, at any date of determination, the collective
reference to the financial institutions which at such date are providing
liquidity and/or credit facilities to or for the account of such SPC to fund
such SPC's obligations hereunder or to support the securities (if any) issued by
such SPC to fund such obligations.

     "Low Wholesale Value": of any Aircraft at any date of determination, the
low wholesale value shown in the Aircraft Blue Book Price Digest most recently
published prior to such date of determination for aircraft of substantially
similar age and with comparable features as such Aircraft.

     "Majority Purchasers": at any time, Purchasers the Commitment Percentages
of which aggregate at least 51%; provided that the Commitment Percentage of any
Dissenting Purchaser shall not be included in determinations of Majority
Purchasers with respect to purchases or substitutions of Receivables or other
matters not otherwise affecting Dissenting Purchasers; provided, further, that
any action taken by the Managing Facility Agent and the Purchasers under
subsection 8.2 (with the exception of subsection 8.2(b)) shall be deemed to
affect a Dissenting Purchaser.

 
                                       28

     "Managing Facility Agent":  as defined in the preamble to this Agreement.

     "Material Adverse Effect": (i) with respect to the Seller, a material
adverse effect on (a) the Purchased Receivables taken as a whole, (b) the
ability of the Seller to perform its obligations under this Agreement, (c) the
validity or enforceability of this Agreement or the rights or remedies of the
Managing Facility Agent or the Purchasers under any Purchase Document or (d) the
business, assets, properties or condition (financial or other) of the Seller and
(ii) with respect to the Servicer, a material adverse effect on (a) the
Purchased Receivables taken as a whole, (b) the ability of the Servicer to
perform its obligations under this Agreement, (c) the validity or enforceability
of this Agreement or the rights or remedies of the Managing Facility Agent or
the Purchasers under any Purchase Document or (d) the business, assets,
properties or condition (financial or other) of the Servicer.

     "Mesa":  Mesa Airlines, Inc., a New Mexico corporation.

     "Moody's":  Moody's Investors Service, Inc.

     "Multiemployer Plan": a Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

     "Net Recoveries": all monies collected by the Seller, the Servicer or any
other Person (from whatever source, including, without limitation, from the
refinancing of the related Financed Aircraft) on account of a Defaulted
Receivable (including, without limitation, from the sale or other disposition of
the Financed Aircraft) net of any expenses incurred by the Seller, the Servicer
or such Person in connection with the collection on such Defaulted Receivable
and the refurbishment, disposition or disposal of the related Financed Aircraft.

     "1997 Agreement": as defined in the recitals hereto.

     "90% Repurchase Receivables": at any date of determination, the collective
reference to the following types of Receivables:

(a)  L/C Receivables, the related letters of credit of which are not issued by
     commercial banks which qualify as Acceptable L/C Issuers at such date, it
     being understood that an L/C Receivable shall be a 25% Repurchase
     Receivable if the issuer of the related letter of credit does not qualify
     as an Acceptable L/C Issuer at the time such Receivable is purchased or
     substituted hereunder but does so qualify on such date of determination;

(b)  Uncertified Foreign Receivables (including Affiliate Receivables which are
     Uncertified Foreign Receivables) which are not L/C Receivables;

(c)  Foreign Wholesale Receivables;

(d)  Receivables which have not received conveyance numbers from the FAA on or
     prior to the Applicable Settlement Date after the sale or substitution of
     such Receivable; provided, however, that (i) any such Receivable shall be
     repurchased by the Seller on such Applicable Settlement Date and (ii)
     Receivables which are subject to this paragraph (d) that are so repurchased
     by the Seller shall not be subject to subsection 2.7(a)(viii);

 
                                       29
(e)  Excess MGL Receivables;

(f)  Operating Lease Receivables; and

(g)  all other Receivables which are not 25% Repurchase Receivables or 75%
     Repurchase Receivables.

     "Nonstandard Receivable": a Receivable (other than a Wholesale Receivable)
created pursuant to a Contract which provides (at the time of purchase or
substitution thereof) that the amount scheduled to be outstanding on the eighth
anniversary of the execution date of such Contract (assuming all scheduled
payments have been made prior to such date) is greater than 15% of the amount
which would have been so outstanding if payments on such Contract prior to such
anniversary had been made on the straight-line amortization method; provided
that no Receivable shall be permitted to have a balloon payment of greater than
(i) 15% in the case of a GA Receivable, or (ii) 30% in the case of a Commuter
Receivable, of the original sales price scheduled for repayment in the last two
years of such Contract.

     "Note Rate": with respect to any Accrual Period, a rate per annum equal to
the LIBO Rate plus the Applicable Margin, calculated in accordance with this
Agreement.

     "Note Rate Amortization Event": an Amortization Event of the type described
in subsection 8.1(b), (c), (d), (e), (f), (g), (h), (i), (j), (l), (m) or (n).

     "Obligations":  as defined in the Guarantee.

     "Obligor": each Person obligated to make payments in respect of a
Receivable, including each Affiliate Obligor under an Affiliate Receivable.

     "Occurrence":  as defined in subsection 10.5.

     "Old Administrative Agent": UBS AG, Stamford Branch, as successor to Swiss
Bank Corporation, Stamford Branch, as successor to Swiss Bank Corporation, New
York Branch.

     "Operating Lease Receivables": as defined in subsection 2.7(a)(xv).

     "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Purchase Document.

     "Outstanding Balance": with respect to any Receivable at any date of
determination, the Purchase Price paid with respect to such Receivable less all
Principal Collections applied to such Receivable on and prior to such date of
determination.

 
                                       30

     "Outstanding Purchase Price": (a) as to all the Purchasers at any date of
determination, the aggregate Purchase Prices which at such date have been paid
to purchase Purchased Receivables (or portions thereof) in accordance with this
Agreement minus the amount of Principal Collections which have been received by
the Purchasers (including, without limitation, Principal Collections which have
been used to purchase additional Eligible Receivables pursuant to subsection
2.15(b)) minus the amount, if any, of Excess Spread which has been paid to the
Purchasers pursuant to subsection 2.16(b)(vi)(2) and (b) as to any Purchaser,
its pro rata share of the Outstanding Purchase Price, as determined pursuant to
clause (a) above.

     "Participant":  as defined in subsection 11.6(b).

     "Participated Receivable": a Receivable in which the Seller has a Seller's
Interest pursuant to subsection 2.4(a).

     "Permitted Aircraft Lien": with respect to any Financed Aircraft which is
related to a Purchased Receivable, (A) any materialman's, mechanic's, workman's,
repairman's or other like Lien which (i) arises in favor of a Person contracted
by and on behalf of the Obligor or the Unaffiliated Foreign Lessee on the
related Contract, (ii) arises in the ordinary course of business and (iii) (X)
has been released or bonded against (or other credit assurances provided) in
favor of the Administrative Agent and the Purchasers in an amount at least equal
to the obligations secured by such Lien and otherwise in a manner reasonably
satisfactory to the Managing Facility Agent and the Required Purchasers not more
than 90 days after the earliest date on which the Seller, the Servicer or RAC
knew of such Lien or (Y) secures obligations which are being contested in good
faith by appropriate proceedings, so long as such proceedings do not involve any
material danger of the sale, forfeiture or loss of such Financed Aircraft or any
interest therein, or (B) any Lien which (i) is involuntary in nature, (ii)
secures either (X) state taxes not yet due by the Obligor on the related
Contract or which are being contested in good faith by appropriate proceedings
by the Obligor or (Y) any judgment or decree entered against such Obligor, (iii)
secures obligations which are immaterial in amount in relation to such Purchased
Receivable and (iv) does not involve any material danger of the sale, forfeiture
or loss of such Financed Aircraft, or (C) solely with respect to a Lease
Receivable, a Lien on the Financed Aircraft related thereto arising under the
related lease if the obligations of the lessee thereunder are, in accordance
with GAAP, required to be capitalized on such lessee's balance sheet or (D)
solely with respect to a Travel Air Receivable, Liens on the undivided
interest(s) in the related Financed Aircraft which are not owned by the Seller,
any affiliate of the Seller, or any Obligor under such Travel Air Receivable.

     "Permitted Receivable Lien": with respect to any Purchased Receivable, if
for any reason the Purchased Receivables are held to be the property of the
Seller or the Affiliate Obligor, as the case may be, or if for any other reason
this Agreement and the Assignments are held or deemed not to effect an absolute
sale of the Purchased Receivables, any Lien which (i) is involuntary in nature,
(ii) secures either (A) state taxes not yet due by the Seller or which are being
contested in good faith by appropriate proceedings by the Seller or any of its
Affiliates (so long as adequate reserves with respect thereto are maintained on

 
                                       31

the books of the Seller or such Affiliate in conformity with GAAP) or (B) any
judgment or decree entered against the Seller or, with respect to an Affiliate
Receivable, the related Affiliate Obligor, (iii) secures obligations which are
immaterial in amount in relation to the Purchased Receivables taken as a whole
and the related Contracts and Financed Aircraft and (iv) does not involve any
material danger of the sale, forfeiture or loss of any Purchased Receivable, the
Collections with respect thereto and the related Contract (including any
Applicable Lease), and Financed Aircraft or any other Material Adverse Effect.

     "Person": an individual, partnership, limited liability company,
corporation, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

     "Plan": with respect to a Person, at a particular time, any employee
benefit plan which is covered by ERISA and in respect of which such Person or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

     "Principal Balance": at any date of determination, whether before or after
the occurrence and continuance of a Rating Event, the actual unpaid principal
balance (or with respect to a Lease Receivable the aggregate amount of unpaid
lease payments discounted at the lessor's implicit interest rate for the
respective lease Contract) of a Receivable at such date of determination;
provided that the Principal Balance of any Participated Receivable or Extended
Term Receivable shall be a reference only to that portion of the actual unpaid
principal balance of such Participated Receivable or Extended Term Receivable
sold to the Purchasers hereunder at such date of determination.

     "Principal Collections": with respect to each Purchased Receivable during
any Settlement Period, Collections on account of such Purchased Receivable
received during such Settlement Period minus the amount of Finance Charge
Collections for such Purchased Receivable for such Settlement Period. Principal
Collections shall include, without limitation, payments by the Seller in respect
of repurchases of Purchased Receivables pursuant to subsections 2.7(b), 2.10,
2.11, 2.12, the first sentence of subsection 2.13 and subsection 7.1(b)(iv) and
after the occurrence and continuance of a Rating Event, the portion of Net
Recoveries allocated as Principal Collections pursuant to subsection 2.15(d).

     "Pro Rata Credit":  as defined in subsection 2.1(d)(iii).

     "Pro Rata Debit":  as defined in subsection 2.1(d)(iii).

     "Prohibited Jurisdiction": each jurisdiction listed on Schedule III and any
jurisdiction notified from time to time to the Seller and the Servicer by the
Managing Facility Agent, on behalf of the Purchasers, as a jurisdiction in which
any Purchaser (an "Affected Purchaser") is prohibited, as a result of any
conflict with a Requirement of Law or with any policy of such Affected
Purchaser, from making loans or other extensions of credit.

 
                                       32

     "Purchase Discount": (a) during the continuance of a Rating Event, (i) with
respect to 25% Repurchase Receivables, 35%, (ii) with respect to 75% Repurchase
Receivables, 85% and (iii) with respect to 90% Repurchase Receivables, 100% and
(b) during the continuance of a Discount Event (which is not also a Rating
Event), with respect to all Receivables, 10%.

     "Purchase Documents": the collective reference to this Agreement, the
Intercompany Purchase Agreement, each Assignment, each FAA Assignment, each
Foreign Assignment, the Repurchase Agreement and the Guarantee.

     "Purchase Price": (a) with respect to any Receivable to be purchased from
the Seller or substituted by the Seller on any Settlement Date, an amount equal
to the Principal Balance of such Receivable on the last day of the Settlement
Period preceding such Settlement Date on which such Receivable is purchased or
substituted, and

(b)  with respect to a Substituted Lease Receivable substituted pursuant to
     subsection 2.13(e), the amount equal to the Principal Balance of such
     Receivable on the date on which such Substituted Lease Receivable is
     substituted;

provided that, (x) if a Rating Event has occurred and is continuing as of such
Settlement Date, the Purchase Price for a Wholesale Receivable purchased or
substituted shall be reduced by the amount of the security or other deposit made
by the Obligor thereon and (y) if a Rating Event or a Discount Event has
occurred and is continuing as of such Settlement Date, the Purchase Price for
each Receivable purchased shall be the Principal Balance thereof multiplied by a
percentage equal to 100% less the applicable Purchase Discount (and less amounts
referred to in clause (x), if applicable).

     "Purchased Receivable": a Receivable (or a portion thereof in the case of a
Participated Receivable or an Extended Term Receivable) which is purchased or
substituted pursuant to Section 2 (including, without limitation, subsection
2.3).

     "Purchase Report": each purchase report, substantially in the form of
Exhibit I, to be delivered by the Seller on each Settlement Date.

     "Purchasers": as defined in the preamble of this Agreement.

     "Purchasing Party":  as defined in subsection 11.6(c).

     "Quarterly Receivable": any Receivable which is required to be paid in
quarterly installments.

     "RAC": Raytheon Aircraft Company, a Kansas corporation and an Affiliate of
Raytheon Credit.

     "RAC Repurchase Obligation": at any time, the aggregate amount of the
"Repurchase Obligation" under and as defined in the Repurchase Agreement.

 
                                       33

     "Rating Adjustment": the increase in (i) the Applicable Margin for any
Accrual Period and (ii) the Interbank Rate applicable for any Special Settlement
Date Accrual Period, as applicable, to be applied if Raytheon's Debt Rating is
at the levels set forth below on the last day of the immediately preceding
Accrual Period:
                                                  Applicable Margin and
     Debt Rating                                 Interbank Rate Increase

                  A+ or A1                                .030%
                  A or A2                                 .065%
                  A- or A3                                .100%
                  BBB+ or Baa1                            .125%
                  below BBB+ or Baa1 or not rated         .225%

     "Rating Event": any time when (a) Raytheon's Debt Rating is below either
BBB/Baa2, or if for any reason Raytheon's long-term senior unsecured debt is not
rated (whether by reason of suspension or withdrawal of a rating, or otherwise)
or (b) an Amortization Event described in subsection 8.1(o) shall have occurred
and be continuing.

     "Raytheon": Raytheon Company, a Delaware corporation and indirect parent of
the Seller, and its successors and assigns (as permitted by the Guarantee).

     "Raytheon Authorized Officers": the Chairman of the Board of Directors, the
President, the Executive Vice President-Chief Financial Officer and the Senior
Vice President-Treasurer of Raytheon.

     "Receivable": the right to receive all amounts (including fees and premiums
if any) payable by the Obligor under a Contract including without limitation any
amounts payable by the Obligor or an Unaffiliated Foreign Lessee upon the
exercise of a purchase option or a prepayment option under any Contract,
security deposits, engine reserve accounts and all other right, title and
interest of the Seller under and with respect to a Contract, including, without
limitation, all amounts from time to time payable and all rights to damages and
to exercise remedies thereunder (including fees and premiums, if any), all
collateral security therefor (including, without limitation, any Applicable
Lease related thereto, and the related Financed Aircraft), guarantees thereof
(whether by the Obligor, RAC or any of such Person's Affiliates or by any
financial institution pursuant to a letter of credit issued in favor of the
Seller or any of its Affiliates), rights to payment (whether by the Obligor
thereon, any insurer or letter of credit issuer with respect thereto or any
other Person) with respect thereto and all agreements or inducements made by or
on behalf of RAC with respect to such related Contract or Financed Aircraft and
all proceeds of the foregoing.

     "Reference Banks": The Chase Manhattan Bank and Bank of America National
Trust and Savings Association.

 
                                       34

     "Refinanced Aircraft": except with respect to a new Aircraft related to a
Domestic Wholesale Receivable sold or substituted hereunder which has been sold
to more than one Dealer, any Financed Aircraft (i) manufactured (including
subassembly) by RAC, the related Obligor or Unaffiliated Foreign Lessee of which
is not the initial purchaser or lessee thereof (including any Person who has
assumed the obligations of an Obligor or Unaffiliated Foreign Lessee under a
Contract in connection with the transfer of the related Aircraft, but excluding
any Obligor or Unaffiliated Foreign Lessee who is a wholly-owned Affiliate of
such initial purchaser) or (ii) manufactured by any other Person the acquisition
of which has been financed or refinanced by Raytheon Credit.

     "Register":  as defined in subsection 11.6(d).

     "Registerable Lease Receivable": any Lease Receivable the related Financed
Aircraft of which is determined to be property registerable in accordance with
the Aviation Act in the Seller's name with the FAA Registry, such determination
to be made by either (i) an opinion of counsel of the FAA or (ii) an opinion of
Crowe & Dunlevy (or any other law firm acceptable to the Managing Facility Agent
in its reasonable discretion) issued, in each case, as a result of a review of
the related lease prior to filing thereof in accordance with this Agreement.

     "Regulation U": Regulation U of the Board of Governors of the Federal
Reserve System.

     "Reimbursable Obligations":  as defined in subsection 2.14(c)(iii).

     "Remarketed Aircraft": any Financed Aircraft which Raytheon Credit or any
of its Affiliates, at the request of the Obligor or Unaffiliated Foreign Lessee
on the related Contract, has agreed to market and sell on behalf of such Person
after such Person has notified the Seller or any of its Affiliates (in writing
or otherwise) that it is or will be on the date its next scheduled payment is
due unable to continue to meet its obligations under the related Contract. A
Financed Aircraft shall be deemed to be a Remarketed Aircraft on the date
Raytheon Credit or any of its Affiliates agrees to market such Financed Aircraft
on such Person's behalf.

     "Remittance Event": any time Raytheon's short-term unsecured debt is rated
below (a) A-3 and P-2 or (b) A-2 and P-3 by S&P and Moody's, respectively, at
such time, or if for any reason Raytheon's short-term unsecured debt is not
rated (whether by reason of suspension or withdrawal of a rating, or otherwise).

     "Removed Receivable":  as defined in subsection 2.13(a).

     "Replaced Lease Receivable":  as defined in subsection 2.13(e).

     "Reporting Date": with respect to a Settlement Period, the fifth Business
Day following the last day of such Settlement Period, with the first such
Reporting Date occurring hereunder on April 10, 1997.

     "Repurchase Agreement": that certain Amended and Restated Repurchase
Agreement, substantially in the form of Exhibit G, dated as of March 18, 1999,
between RAC and the Managing Facility Agent on behalf of the Purchasers, as
amended, supplemented or otherwise modified from time to time.

 
                                       35

     "Repurchase Factor":  an amount equal to A + B, where:

          A =  10% of the sum of (i) 25% of the aggregate
               Outstanding Balances of the 25% Repurchase
               Receivables, (ii) 75% of the aggregate Outstanding
                Balances of the 75% Repurchase Receivables and (iii)
               90% of the aggregate Outstanding Balances of the 90%
                Repurchase Receivables, in each case at the time the
               Repurchase Factor is calculated;

         B =   10% of the sum of (i) 25% of the aggregate Outstanding Balances 
               of 25% Repurchase Receivables, (ii) 75% of the aggregate 
               Outstanding Balances of 75% Repurchase Receivables and (iii) 90%
               of the aggregate Outstanding Balances of 90% Repurchase
               Receivables, in each case which were Defaulted Receivables 
               repurchased pursuant to subsection 2.10 prior to such time (it
               being understood that the purpose of this clause B is to ensur
               that the Repurchase Factor is not reduced as a result of
               reductions in the Outstanding Purchase Price relating to 
               payments under the Repurchase Obligation);

provided that (i) if an Amortization Event has occurred and is
continuing, the Repurchase Factor shall be equal to the Repurchase
Factor on the date such Amortization Event occurred,

(ii)  if during the Amortization Period a Rating Event has occurred and is
      continuing, the Repurchase Factor shall be equal to the Repurchase Factor
      on the date such Rating Event occurred,

(iii) if during the Amortization Period any of the concentration limitations set
      forth in subsection 2.7(a) are exceeded then, until each such breach is
      cured, the Repurchase Factor shall be equal to the Repurchase Factor on
      the date the first such breach occurred,

(iv)  notwithstanding clauses (i), (ii) and (iii), the Repurchase Factor shall
      not at any time decrease (x) with respect to any Purchaser other than a
      Dissenting Purchaser, below an amount equal to the greater of (1) 1.5% of
      the maximum aggregate Outstanding Balances of the Purchased Receivables
      which existed at any time during the Revolving Period and (2) 10% of the
      sum of the Outstanding Balances on the last day of the Revolving Period of
      the three Obligors (and all of their Affiliates) of Purchased Receivables
      with the largest aggregate outstanding Principal Balances and (y) with
      respect to any Dissenting Purchaser, an amount equal to the greater of (1)
      1.5% of the maximum aggregate Outstanding Balances of the sum of the
      Purchased Receivables which existed at any time prior to the date such
      Purchaser became a Dissenting Purchaser and (2) 10% of the sum of the
      Outstanding Balances on the day on which such Purchaser became a
      Dissenting Purchaser of the three Obligors (and all of their Affiliates)
      of Purchased Receivables with the largest aggregate outstanding Principal
      Balances, and

(v)   notwithstanding clauses (i), (ii), (iii) and (iv), the Repurchase Factor
      shall not at any time exceed 10% of the Outstanding Purchase Price.

 
                                       36

     "Repurchase Percentage": the percentage equivalent of a fraction, the
numerator of which is "A" as used in the definition of the term "Repurchase
Factor" at such time and the denominator of which is the aggregate Outstanding
Balances of the Purchased Receivables at such time.

     "Repurchase Obligation":  as defined in subsection 2.10(b).

     "Repurchase Price":

(a)  with respect to a repurchase of or substitution for any Ineligible
     Receivable, an amount equal to the Principal Balance of such Ineligible
     Receivable on the last day of the Settlement Period preceding the
     Settlement Date on which such repurchase or substitution is to be made (as
     shown from the Settlement Statement delivered for such Settlement Period)
     less, if such Ineligible Receivable was purchased after the occurrence of a
     Discount Event or Rating Event at a discount pursuant to subsection 2.6, an
     amount equal to such Principal Balance at such last day times the Purchase
     Discount in effect on the Settlement Date such Ineligible Receivable was
     purchased plus, after a Trigger Amortization Event, accrued interest;

(b)  with respect to a repurchase of or substitution for any Purchased
     Receivable which becomes a Defaulted Receivable during the Revolving
     Period, an amount equal to the Principal Balance of such Defaulted
     Receivable on the last day of the Settlement Period preceding the
     Settlement Date on which such repurchase or substitution is to be made (as
     shown from the Settlement Statement delivered for such Settlement Period)
     less, if such Defaulted Receivable was purchased after the occurrence of a
     Discount Event or Rating Event at a discount pursuant to subsection 2.6, an
     amount equal to such Principal Balance at such last day times the Purchase
     Discount in effect on the Settlement Date such Defaulted Receivable was
     purchased; and

(c)  with respect to a repurchase of or substitution for any Purchased
     Receivable which becomes a Defaulted Receivable during the Amortization
     Period, an amount equal to the Principal Balance of such Defaulted
     Receivable on the last day of the Settlement Period preceding the
     Settlement Date on which such repurchase or substitution is to be made (as
     shown from the Settlement Statement delivered for such Settlement Period).

     "Required Purchasers": at any time, Purchasers the Commitment Percentages
of which aggregate at least 67%; provided that the Commitment Percentage of any
Dissenting Purchaser shall not be included in determinations of Required
Purchasers with respect to purchases or substitutions of Receivables or other
matters not otherwise affecting Dissenting Purchasers; provided, further, that
any action taken by the Managing Facility Agent and the Purchasers under
subsection 8.2 (with the exception of subsection 8.2(b)) shall be deemed to
affect a Dissenting Purchaser.

     "Requirement of Law": as to any Person, any law, treaty, rule or regulation
or final determination (after exhaustion of all appeals) of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

 
                                       37

     "Responsible Officer": the president or chief credit officer of the Seller.

     "Revolving Period": the period from and including the Amendment Effective
Date to and including the earlier of (i) the Expiration Date and (ii) the date
on which the Revolving Period is terminated pursuant to subsection 8.2(b) as a
result of the occurrence of an Amortization Event.

     "S&P":  Standard & Poor's Ratings Services.

     "Secured Lease Receivables": the collective reference to (i) each
Receivable which is a Lease Receivable purchased after the date hereof and in
respect of which the filings referred to in subsection 5.2(e) have been made and
(ii) each Existing Receivable which is a "Registerable Lease Receivable" under
the Existing Agreement pursuant to which such Receivable was purchased by the
Old Administrative Agent and with respect to which all filings required under
subsection 6.1(n)(ii) have been made.

     "Security Interest Leases":  as defined in subsection 11.12.

     "Seller":  as defined in the preamble of this Agreement.

     "Seller's Interest": an amount equal to the subordinated participating
interest in the Purchased Receivables purchased by the Seller (i) pursuant to
subsection 2.4(a) and subject to the terms of subsection 2.4(b), (ii) pursuant
to subsection 2.5(a) and subject to the terms of subsection 2.5(b) and (iii)
after the occurrence of a Rating Event or Discount Event, pursuant to subsection
2.6(b) and subject to the terms of subsection 2.6(c).

     "Semi-Annual Receivable": any Receivable which is required to be paid in
semi- annual payments.

     "Servicer": the Person appointed as servicer of the Purchased Receivables
pursuant to subsection 3.1.

     "Servicer Letter of Credit": an irrevocable standby letter of credit issued
in favor of the Managing Facility Agent and the Purchasers which:

(a)  supports the obligations of the Servicer under this Agreement;

(b)  provides for drawings on sight or upon presentation of certificates
     specified therein;

(c)  is issued by a commercial bank, the short term unsecured indebtedness of
     which, at the date the Servicer Letter of Credit is issued and at all times
     thereafter, is rated at least A-1 and P-1 by S&P and Moody's, respectively;

(d)  at any date of determination, has an expiration date which is not earlier
     than the second succeeding Settlement Date after such date of
     determination;

(e)  at any date of determination, has an available amount equal to the
     aggregate amount of Principal Collections and Finance Charge Collections
     for the three Settlement Periods preceding such date of determination; and

 
                                       38

(f)  is otherwise in form and substance satisfactory to the Managing Facility
     Agent and the Majority Purchasers.

     "Servicing Fee": the fee which the Servicer is entitled to receive pursuant
to subsection 3.4.

     "Settlement Date": (i) with respect to a Settlement Period, the tenth
Working Day following the last day of such Settlement Period, with the first
such Settlement Date under this Agreement occurring on April 14, 1997 and (ii)
each Special Settlement Date.

     "Settlement Period": each fiscal monthly period of the Seller during each
of its fiscal years during the term of this Agreement.

     "Settlement Statement": a Settlement Statement delivered by the Seller
pursuant to this Agreement, substantially in the form of Exhibit C for delivery
during the Revolving Period and with appropriate modifications thereto for
delivery during the Amortization Period, in each case with appropriate
insertions.

     "75% Repurchase Receivables": at any date of determination, the collective
reference to the following types of Receivables:

(a)  Commuter Receivables the Obligor under which is located (within the meaning
     of Section 9-103 of the New York UCC) in the United States;

(b)  Certified Foreign Receivables (including Affiliate Receivables which are
     Certified Foreign Receivables); and

(c)  the Travel Air Receivables.

     "Solvent": as to any Person at any time, that (a) the fair value of the
property of such Person is greater than the amount of such Person's liabilities
(including disputed, contingent and unliquidated liabilities) as such value is
established and liabilities evaluated for purposes of Section 101(31) of the
Bankruptcy Code (11 USC ss. 101(31)); (b) the present fair saleable value of the
property of such Person in an orderly liquidation of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured; (c) such Person is able
to realize upon its property and pay its debts and other liabilities (including
disputed, contingent and unliquidated liabilities) as they mature in the normal
course of business; (d) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person's ability to pay as
such debts and liabilities mature; and (e) such Person is not engaged in
business or a transaction, and is not about to engage in a business or a
transaction, for which such Person's property would constitute unreasonably
small capital.

 
                                       39

     "SPC": each Purchaser which is a special purpose corporation identified as
such on the signature pages hereto next to the caption "SPC" and each special
purpose corporation identified as such in a Commitment Transfer Supplement or a
Transfer Notice.

     "SPC Bank": each Purchaser which is identified as such on the signature
pages hereto next to the caption "SPC Bank" and immediately below the signature
of its SPC.

     "Special Settlement Date": April 2, 1999, July 2, 1999, October 1, 1999 and
December 31, 1999.

     "Special Settlement Date Accrual Period": with respect to any Special
Settlement Date, the period beginning on the third Working Day after such
Special Settlement Date and ending on the next Settlement Date; provided that,
if the notice provided for in Section 2.3 is delivered to the Managing Facility
Agent at least three Working Days before any Special Settlement Date, the
Special Settlement Date Accrual Period with respect to such Special Settlement
Date shall begin on such Special Settlement Date.

     "Specified Amortization Event": (i) an Amortization Event of the type
described in subsection 8.1(a), (b), (e), (f), (j) (unless applicable to the
Servicer which is neither Raytheon Credit nor an Affiliate of Raytheon Credit),
(m), (n) or (o), or (ii) an Amortization Event of the type described in
subsection 8.1(d) if such Amortization Event could reasonably be expected to
have a Material Adverse Effect.

     "Stipulated Aircraft Value": the Stipulated Aircraft Value as set forth in
any lease Contract with respect to the related Financed Aircraft.

     "Subsidiary": as to any Person, a corporation, partnership or other entity
of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power only
by reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are
at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both, by such Person.

     "Substituted Receivable":  as defined in subsection 2.13(a).

     "Substituted Lease Receivable":  as defined in subsection 2.13(e).

     "Syndication Materials": the collective reference to (i) the document dated
February 1999 furnished on behalf of the Seller to the Purchasers with respect
to the transactions contemplated by the Purchase Documents and (ii) those
materials relating to the Receivables and related Contracts and Financed
Aircraft and the business and operations of the Seller, RAC, Raytheon Credit and
Raytheon.

     "Taxes": means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

 
                                       40

     "Transferee": as defined in subsection 11.6(f).

     "Transfer Notice": as defined in subsection 11.6(c).

     "Transferred Property": as defined in subsection 11.13(a)(i).

     "Travel Air":  Raytheon Travel Air Company, a Kansas corporation.

     "Travel Air Aircraft": Aircraft the undivided interests in which are sold
to Obligors pursuant to Travel Air Contracts.

     "Travel Air Contracts": those purchase, management and other agreements,
substantially in the form of Exhibit I hereto, pursuant to which Travel Air has
sold to an Obligor an undivided interest in an aircraft and agreed to the
management (including interchange arrangements) with respect thereto.

     "Travel Air Receivables": the collective reference to each Receivable
secured by the applicable Obligor's rights and interests in and to the Travel
Air Aircraft and the Travel Air Contracts.

     "Trigger Amortization Event": any Amortization Event which occurs during,
or which pursuant to subsection 8.2(b) results in the commencement of, the
Amortization Period.

     "25% Repurchase Receivables": at any date of determination, the collective
reference to the following types of Receivables:

(a)  Receivables arising from the financing of General Aviation Aircraft, the
     Obligor under which is located (within the meaning of Section 9-103 of the
     New York UCC) in the United States;

(b)  ExIm Bank Receivables; and

(c)  L/C Receivables with a letter of credit issued by an Acceptable L/C Issuer
     and held by the Bailee under the Bailment Agreement.

     "UCC": with respect to a specified jurisdiction, the Uniform Commercial
Code as from time to time in effect in such jurisdiction.

     "Unaffiliated Foreign Lessee": with respect to any Affiliated Receivable,
the lessee under the related Applicable Lease.

     "Uncertified Foreign Receivables": Foreign Receivables and Affiliate
Receivables which are not Certified Foreign Receivables.

     "Unsecured Foreign Receivable": a Receivable arising from the purchase of
an Aircraft by an Obligor not located (within the meaning of Section 9-103 of
the New York UCC) within the United States, the Principal Balance of which is
less than $500,000 at the time of purchase or substitution hereunder.

     "Uncertified Lease Receivables": A Foreign Receivable which is a Lease
Receivable with a Foreign Obligor for which a Lien on the Financed Aircraft has
not been granted by the Seller to the Administrative Agent under Sections
2.27(a)(iii)(A) and 2.27(a)(iii)(B).

 
                                       41

     "Unsecured Receivables": the collective reference to each Receivable which
is (i) an Unsecured Foreign Receivable, (ii) an Existing Certified Receivable
with respect to which the requirements of subsection 6.1(n)(i) have not been
satisfied, (iii) an Existing Receivable which is an "Uncertified Foreign
Receivable" under and as defined in the Existing Agreement pursuant to which
such Receivable was purchased, (iv) an Existing Receivable which is a
"Registerable Lease Receivable" under the Existing Agreement pursuant to which
such Receivable was purchased and with respect to which the requirements of
subsection 6.1(n)(ii) have not been satisfied and (v) an Uncertified Lease
Receivable.

     "Wholesale Receivable": a Domestic Wholesale Receivable or a Foreign
Wholesale Receivable.

     "Working Day": any Business Day on which dealings in foreign currencies and
exchange between banks may be carried on in London, England.

     "Year":  as defined in "Applicable Margin".

1.2  Other Definitional Provisions. (a) Unless otherwise specified therein, all
     terms defined in this Agreement shall have the defined meanings when used
     in any certificate or other document made or delivered pursuant hereto.

(b)  As used herein and in any certificate or other document made or delivered
     pursuant hereto, accounting terms relating to the Seller and its
     Subsidiaries not defined in subsection 1.1 and accounting terms partly
     defined in subsection 1.1, to the extent not defined, shall have the
     respective meanings given to them under GAAP.

(c)  When used in this Agreement, "purchase" and its correlative meanings shall
     refer to purchases of Eligible Receivables by the Purchasers pursuant to
     and subject to the terms and conditions of, this Agreement.

(d)  The words "hereof", "herein" and "hereunder" and words of similar import
     when used in this Agreement shall refer to this Agreement as a whole and
     not to any particular provision of this Agreement, and Section, subsection,
     Schedule and Exhibit references are to this Agreement unless otherwise
     specified.

(e)  The meanings given to terms defined herein shall be equally applicable to
     both the singular and plural forms of such terms.

 
                                       42

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

     2.1 Agreement to Purchase and Sell; Special Purpose Purchasers; Initial
Utilization and Pro Ration. (a) Subject to the terms and conditions hereof, the
Seller agrees to sell to each Purchaser, and each Purchaser severally agrees to
purchase from the Seller from time to time during the Revolving Period,
undivided interests in Receivables with an Outstanding Purchase Price at any one
time as to such Purchaser not to exceed the amount of such Purchaser's
Commitment. The Outstanding Purchase Price of all Purchased Receivables
(exclusive of the interests of Dissenting Purchasers) at any one time shall not
exceed the aggregate Commitments then in effect. Each purchase and sale of
Receivables shall, subject to the terms and conditions hereof, take place on the
Closing Date or on any Settlement Date during the Revolving Period. Each
Purchaser's Available Commitment Percentage of the Purchase Price for the
Receivables being purchased on the Closing Date or such Settlement Date shall
not exceed such Purchaser's Available Commitment at such date (calculated before
giving effect to any such purchase). Upon the expiration of the Revolving
Period, the Commitments will be canceled, the Purchasers will have no further
commitment to purchase Receivables hereunder and Collections on the Purchased
Receivables will continue to be applied in respect of the Outstanding Purchase
Price in accordance with the terms of this Agreement.

(b)  In consideration of the agreements set forth herein, upon each purchase of
     Receivables hereunder, the Seller will sell, assign and transfer to the
     Purchasers all of its right, title and interest in and to the Receivables,
     the related Contracts (including any Applicable Leases) and Financed
     Aircraft.

(c)  For any Purchaser which is an SPC Bank, any purchase to be made by such
     Purchaser may from time to time be made by the related SPC in its sole
     discretion and nothing herein contained shall constitute a commitment to
     make purchases by such SPC; provided that if any SPC elects not to make a
     purchase, its SPC Bank agrees it will make such purchase pursuant to the
     terms hereof. Any purchase by an SPC shall constitute a utilization of the
     Commitment of the SPC Bank.

(d)  It is expressly agreed that on the Closing Date, immediately following the
     purchases and sales provided for above in subsection 2.1(d) of the 1997
     Agreement, each Existing Agreement was deemed amended and restated by the
     1997 Agreement.

     2.2 Procedures for Making Purchases. The Seller shall give the Managing
Facility Agent irrevocable notice, which notice must be received by the Managing
Facility Agent prior to 10:00 a.m., New York City time, on the Reporting Date
prior to the Settlement Date (other than a Special Settlement Date) on which the
Seller wishes to sell Eligible Receivables hereunder (or, in the case of the
initial purchase, three Working Days prior to the Closing Date). Each such
notice of a proposed purchase shall specify the date of purchase (which shall be
the Closing Date or the Settlement Date next succeeding such Reporting Date),
the aggregate Outstanding Purchase Price of the Purchased Receivables prior to
such proposed purchase (after giving effect to the application of Collections on
the related Settlement Date), the Principal Balance and the Purchase Price for

 
                                       43

each Receivable which the Seller proposes to sell on the Closing Date or such
Settlement Date and any other information which the Managing Facility Agent, in
its reasonable discretion, may require prior to the Closing Date or such
Settlement Date. Upon receipt of any such notice from the Seller, the Managing
Facility Agent shall promptly notify each Purchaser thereof. Prior to 11:00
a.m., New York City time, on each such Settlement Date on which a purchase has
been requested to be made, each Purchaser shall make available to the Managing
Facility Agent, in immediately available funds at the Managing Facility Agent's
office specified in subsection 11.2, the amount of such Purchaser's pro rata
share of such aggregate Purchase Price for all Receivables being purchased on
such Settlement Date. Subject to the terms and conditions hereof, the proceeds
of such purchase will then be made available (or deemed made available if
subsection 2.15 is applicable) to the Seller by the Managing Facility Agent
crediting the account of the Seller on the books of such office with the
aggregate of the amounts made available to the Managing Facility Agent by the
Purchasers and in like funds as received by the Managing Facility Agent.

     2.3 Special Settlement Dates. On each Special Settlement Date, the Seller
will be permitted to sell Eligible Receivables to the Purchasers. In connection
with any purchase of Eligible Receivables on any Special Settlement Date, the
Seller shall give the Managing Facility Agent irrevocable notice, which notice
must be received by the Managing Facility Agent prior to 10:00 a.m., New York
City time on the day which is one Business Day prior to such Special Settlement
Date. Each such notice, which shall be in the form of Exhibit H, shall specify
(i) the aggregate Outstanding Purchase Price of the Purchased Receivables prior
to such proposed purchase, (ii) the Principal Balance and the Purchase Price for
each Receivable which the Seller proposes to sell on such Special Settlement
Date and (iii) the amount of 90% Repurchase Receivables, 75% Repurchase
Receivables and 25% Repurchase Receivables, respectively, included in the
Receivables which the Seller proposes to sell on such Special Settlement Date.
Upon receipt of any notice from the Seller, the Managing Facility Agent shall
promptly notify each Purchaser thereof. Prior to 11:00 a.m., New York City time,
on such Special Settlement Date, each Purchaser shall make available to the
Managing Facility Agent, in immediately available funds at the Managing Facility
Agent's office specified in Section 11.2, the amount of such Purchaser's pro
rata share of the aggregate Purchase Price for all Receivables being purchased
on such Special Settlement Date. Subject to the terms and conditions hereof, the
proceeds of such purchase will then be made available to the Seller by the
Managing Facility Agent crediting the account of the Seller on the books of such
office with the aggregate of the amounts made available to the Managing Facility
Agent by the Purchasers and in like funds as received by Managing Facility
Agent.

     2.4 Participated Receivables. (a) In the event that on any Settlement Date
the aggregate Available Commitments are less than the aggregate Purchase Price
of Eligible Receivables the Seller proposes to sell on such Settlement Date, and
so long as no Rating Event has occurred and is continuing, the Purchasers agree,
subject to the terms and conditions in this Agreement, to purchase an interest
in each such Receivable, the Purchase Price of which would otherwise exceed the
amount of the Available Commitments, up to the aggregate Available Commitments
then in effect. The Purchase Price for each such Receivable shall be deemed to
be the Principal Balance able to be purchased under the Available Commitments;

 
                                       44

provided that the Available Commitments shall first be applied to purchase
Receivables other than Participated Receivables to the fullest extent available
and next to purchase Participated Receivables. The portion of each such
Receivable not available to be purchased by the Purchasers shall be an interest
of the Seller in such Receivable and shall represent the Seller's Interest in
such Participated Receivable. The Seller's Interest in each Participated
Receivable shall be subordinated and junior to the rights of the Purchasers in
accordance with the terms and conditions of subsection 2.4(b). The portion of
any Participated Receivable representing the Seller's Interest therein shall be,
subject to the terms and conditions of this Agreement, available as a Receivable
for purchase by the Purchasers on subsequent Settlement Dates.

(b)  The Seller's Interest in and to each Participated Receivable shall be
     subordinate and junior in right of payment and all other rights to the
     rights of the Purchasers with respect to such Participated Receivable,
     including, but not limited to, the rights of the Purchasers to receive all
     Principal Collections and Finance Charge Collections on such Participated
     Receivable. Such subordination shall be in effect until the Principal
     Balance purchased by the Purchasers of the Participated Receivable, after
     application of Principal Collections received on account of such
     Participated Receivable, has been reduced to zero and, accordingly, the
     Seller shall not (except as provided in subsection 2.16(b)) be entitled to
     receive any amounts with respect to a Participated Receivable on account of
     the Seller's Interest therein until such time. If the Seller receives any
     payment on account of the Seller's Interest in any Participated Receivable
     prior to the time at which it is entitled to retain such payment pursuant
     to this subsection 2.4(b), the Seller shall hold such payment in trust for
     the Managing Facility Agent and the Purchasers and shall immediately
     deposit such payment into the Concentration Account.

     2.5 Extended Term Receivables. (a) The Purchasers agree, subject to the
terms and conditions of this Agreement, on the Closing Date and any Settlement
Date to purchase Extended Term Receivables, up to each Purchaser's Available
Commitment, for a Purchase Price equal to (a) the actual unpaid Principal
Balance of such Receivable on the last day of the Settlement Period preceding
the date of purchase less (b) the aggregate amount of principal payments
scheduled to be made thereon after the Cash Flow Cutoff Date for such Extended
Term Receivable. The portion of each such Receivable not available to be
purchased by the Purchasers shall be an interest of the Seller in such
Receivable and shall represent the Seller's Interest in such Extended Term
Receivable. The Seller's Interest in each Extended Term Receivable shall be
subordinated and junior to the rights of the Purchasers in accordance with the
terms and conditions of subsection 2.5(b). The portion of the actual unpaid
principal balance of any Extended Term Receivable representing the Seller's
Interest therein shall be, subject to the terms and conditions hereof
(including, without limitation, that principal payments scheduled to be made
after the applicable Cash Flow Cutoff Date at any date of determination are not
available for purchase under this Agreement), available for purchase by the
Purchasers on subsequent Settlement Dates.

 
                                       45

(b)  The Seller's Interest in and to each Extended Term Receivable shall be
     subordinate and junior in right of payment and all other rights to the
     rights of the Purchasers with respect to such Extended Term Receivable,
     including, but not limited to, the rights of the Purchasers to receive all
     Principal Collections and Finance Charge Collections on such Extended Term
     Receivable. Such subordination shall be in effect until the Principal
     Balance purchased by the Purchasers of the Extended Term Receivable, after
     application of Principal Collections received on account of such Extended
     Term Receivable, has been reduced to zero and, accordingly, the Seller
     shall not be entitled to receive any amounts with respect to a Extended
     Term Receivable on account of the Seller's Interest therein until such
     time. If the Seller receives any payment on account of the Seller's
     Interest in any Extended Term Receivable prior to the time at which it is
     entitled to retain such payment pursuant to this subsection 2.5(b), the
     Seller shall hold such payment in trust for the Managing Facility Agent and
     the Purchasers and shall immediately deposit such payment into the
     Concentration Account.

     2.6 Certain Actions Following a Rating Event and a Discount Event. (a) If a
Rating Event shall occur, then no later than the 10th Business Day following
such occurrence (provided such Rating Event shall then be continuing) the Seller
shall deposit cash into the Cash Collateral Account an amount equal to the
Repurchase Percentage times the aggregate Outstanding Purchase Price (as of the
Settlement Date preceding such date of deposit). As long as any Rating Event
continues, any amounts deposited in the Cash Collateral Account shall be applied
from time to time in accordance with subsection 2.14(c). If such Rating Event
shall cease to continue, the Managing Facility Agent shall, upon written request
of the Seller, withdraw amounts so deposited in the Cash Collateral Account and
deliver such amounts to the Seller (or upon its order).

(b)  On each Settlement Date after the occurrence and during the continuance of
     a Discount Event or Rating Event, each purchase of Eligible Receivables in
     accordance with the terms and conditions specified in this Agreement shall
     be at a discount as specified in the proviso contained in the definition of
     "Purchase Price" and the portion of such Receivable's Principal Balance
     equal to the sum of the reductions and discounts required pursuant to such
     proviso clause shall be an interest of the Seller in such Receivable and
     shall constitute the Seller's Interest. The Seller's Interest in each
     Purchased Receivable created pursuant to this clause (b) shall be
     subordinated and junior to the rights of the Purchasers in accordance with
     the terms and conditions of subsection 2.6(c). If a Rating Event or
     Discount Event is no longer continuing, the portion of any Receivable
     representing the Seller's Interest created therein pursuant to this clause
     (b) shall, subject to the terms and conditions of this Agreement, be deemed
     to be available as a Receivable for purchase by the Purchasers on
     subsequent Settlement Dates.

(c)  The Seller's Interest in and to each Purchased Receivable a portion of
     which is an interest of the Seller pursuant to subsection 2.6(b) shall be
     subordinate and junior in right of payment and all other rights to the
     rights of the Purchasers with respect to the Purchased Receivables,
     including, but not limited to, the rights of the Purchasers to receive all
     Principal Collections and Finance Charge Collections on the Purchased
     Receivables until the Outstanding Purchase Price has been reduced to zero
     and all other amounts owing to the Managing Facility Agent or any Purchaser
     under any Purchase Document have been paid in full and, accordingly, the
     Seller shall not (except as provided in subsection 2.16(b)) be entitled to
     receive any amounts on account of the Seller's Interest in such Purchased
     Receivables until the Outstanding Purchase Price has been reduced to zero
     and all other amounts owing to the Managing Facility Agent or any Purchaser
     under any Purchase Document have been paid in full.

 
                                       46

(d)  If a Rating Event shall occur and be continuing, Lease Receivables, 90%
     Repurchase Receivables, Unsecured Foreign Receivables, Nonstandard
     Receivables, ExIm Bank Receivables, Affiliate Receivables and Receivables
     (other than Wholesale Receivables) the payments of which are not required
     to be made at least monthly and Receivables the Obligor of which is a
     Governmental Authority (other than a United States Federal Governmental
     Authority) will not be eligible for purchase or substitution hereunder
     (including Lease Receivables under subsection 2.13(e)).

(e)  If a Rating Event shall occur and be continuing and the Servicer makes a
     drawing under any letter of credit related to a L/C Receivable pursuant to
     subsection 3.2(a), the Servicer shall deposit the amount of such drawing in
     the Collection Account on the date deposits are required to be made
     hereunder pursuant to subsection 2.14(a).

(f)  If a Rating Event shall occur and be continuing the Seller will enter into
     interest rate hedge arrangements in accordance with subsection 6.1(k).

(g)  If a Rating Event shall occur or be continuing, the other provisions of
     this Agreement regarding such event including, without limitation, those
     specified in clause (k) of the definition of "Eligible Applicable Lease",
     clauses (c), (x), (y), (aa), (dd) and (ee) of the definition of "Eligible
     Receivable", the definition of "Purchase Price", the definition of
     "Repurchase Factor", the definition of "Repurchase Price" and subsections
     2.4, 2.5, 2.10, 2.11, 2.14, 2.15, 2.16, 6.1(k), 11.1 and 11.7 hereof, shall
     apply.

     2.7 Concentration Limits. (a) The Seller shall not sell or substitute
Eligible Receivables on any Settlement Date if, and to the extent that, after
giving effect to such sales and substitutions on such date (unless the Managing
Facility Agent and all of the Purchasers otherwise agree with respect to clauses
(i) and (ii) below and unless the Managing Facility Agent and the Required
Purchasers otherwise agree with respect to clauses (iii) through (xvi) below):

(i)  the aggregate outstanding Principal Balances of all Purchased Receivables
     in respect of a single Obligor and all of its Affiliates or a single
     Unaffiliated Foreign Lessee and all of its Affiliates would exceed an
     amount equal to 10% of the Outstanding Purchase Price on such Settlement
     Date, provided, that (x) if no Amortization Event has occurred and is
     continuing, the Seller may request that the 10% concentration limit with
     respect to any Obligor be waived and such waiver may be granted with the
     unanimous written consent of the Purchasers; and (y) if on any Settlement
     Date, Raytheon's Debt Rating is at either of the levels set forth below
     then the 10% concentration limit is hereby waived with respect to Great
     Lakes and Mesa and the concentration percentages for each set forth
     opposite such Debt Rating shall be applicable:

         Debt Rating                     Mesa %       Great Lakes %

         BBB or Baa2 or higher            20%               15%
         below BBB or Baa2                15%               10%;

 
                                       47

(ii)   the aggregate outstanding Principal Balances of Purchased Receivables of
       the five Obligors and all of their Affiliates with the largest aggregate
       outstanding Principal Balances would exceed an amount equal to 35% of the
       Outstanding Purchase Price on such Settlement Date; provided, that the
       Principal Balances of Receivables having Mesa as the applicable Obligor
       shall be excluded from the foregoing concentration limitations unless
       Raytheon's Debt Rating is below either BBB or Baa2 during which time such
       Receivables shall be subject to the foregoing limitations. For purposes
       of this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable
       shall be deemed to be the Unaffiliated Foreign Lessee thereunder;

(iii)  the aggregate outstanding Principal Balances of Purchased Receivables
       created in connection with the financing or refinancing of Refinanced
       Aircraft would constitute more than 50% of the Outstanding Purchase Price
       paid for all Receivables (other than Wholesale Receivables) on such
       Settlement Date;

(iv)   the aggregate outstanding Principal Balances of all Nonstandard
       Receivables would exceed an amount equal to 35% of the Outstanding
       Purchase Price on such Settlement Date;

(v)    the aggregate outstanding Principal Balances of all Secured Lease
       Receivables would exceed an amount equal to 35% of the Outstanding
       Purchase Price on such Settlement Date;

(vi)   the aggregate outstanding Principal Balances of all Uncertified Foreign
       Receivables (other than L/C Receivables and Foreign Wholesale
       Receivables) would exceed an amount equal to 40% of the Outstanding
       Purchase Price on such Settlement Date;

(vii)  the aggregate outstanding Principal Balances of all Purchased Receivables
       which are not required to be paid in consecutive monthly installments
       (including, without limitation, Quarterly Receivables and Semi-Annual
       Receivables) would exceed 20% of the Outstanding Purchase Price on such
       Settlement Date;

(viii) the aggregate outstanding Principal Balances of all Purchased Receivables
       with respect to which the Financed Aircraft related thereto are without
       conveyance numbers from the FAA on such Settlement Date would exceed,
       during such times as Raytheon's Debt Rating is equal to the levels set
       forth below, the corresponding percentage of the Outstanding Purchase
       Price on such Settlement Date:

                                               Concentration
                  Raytheon Debt Rating        Percentage Limit
                  BBB/Baa2 or higher               25%
                  below BBB/Baa2                    0%; or

(ix)   with respect to each foreign jurisdiction (other than Brazil) whose long-
       term foreign currency debt rating is rated below BBB- and Baa3, the
       aggregate outstanding Principal Balances of all Purchased Receivables
       which are Foreign Receivables having a Foreign Obligor located in such
       jurisdiction would exceed an amount equal to 5% or, in the case of
       Brazil, 10% of the Outstanding Purchase Price on such Settlement Date.
       For purposes of this clause (ix), the Obligor under an Affiliate
       Receivable shall be deemed to be the Unaffiliated Foreign Lessee
       thereunder;

 
                                       48

(x)    the aggregate outstanding Principal Balances of all Unsecured Receivables
       on any Settlement Date would exceed an amount equal to 30% of the
       Outstanding Purchase Price on such Settlement Date;

(xi)   the aggregate outstanding Principal Balances of all Wholesale Receivables
       would exceed an amount equal to 20% of the Outstanding Purchase Price on
       such Settlement Date;

(xii)  the aggregate outstanding Principal Balances of all Unsecured Foreign
       Receivables the Obligor of which is a Governmental Authority would exceed
       an amount equal to 2% of the Outstanding Purchase Price on such
       Settlement Date;

(xiii) the aggregate outstanding Principal Balances of all Extended Term
       Receivables would exceed an amount equal to 50% of the Outstanding
       Purchase Price on such Settlement Date;

(xiv)  the aggregate outstanding Principal Balances of all Purchased Receivables
       with respect to Aircraft manufactured by any Person other than RAC would
       exceed an amount equal to 2% of the Outstanding Purchase Price on such
       Settlement Date;

(xv)   the aggregate outstanding Principal Balances of all Purchased Receivables
       which are Lease Receivables which are carried on the books of Raytheon
       Credit or the Seller as operating leases (collectively, "Operating Lease
       Receivables") would exceed an amount equal to 2% of the Outstanding
       Purchase Price on such Settlement Date; or

(xvi)  the aggregate outstanding Principal Balances of all Purchased Receivables
       with respect to which the FAA Assignment for the Financed Aircraft
       related thereto (if required pursuant to subsection 5.2(e) hereof) is
       without a conveyance number from the FAA on the Applicable Settlement
       Date would exceed an amount equal to 25% of the Outstanding Purchase
       Price on such Settlement Date; provided that, if Raytheon's Debt Rating
       is below BBB or Baa2, then such limit shall be reduced to 0%; or

(xvii) the aggregate outstanding Principal Balances of all Travel Air
       Receivables on any Settlement Date would exceed an amount equal to 5% of
       the Outstanding Purchase Price on such Settlement Date.

(b)    If any such sale or substitution on any Settlement Date shall cause a
       breach of any of the limitations specified in subsections 2.7(a)(i)
       through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13,
       repurchase from the Purchasers, on the Settlement Date immediately
       following the date the Managing Facility Agent notifies the Seller of
       such breach, sufficient Receivables such that after such repurchase such
       breach shall have been remedied (each Receivable so repurchased, a
       "Concentration Receivable"). The Seller shall effect such repurchase by
       depositing into the Concentration Account on such Settlement Date cash in
       an amount equal to the aggregate Outstanding Balances of the
       Concentration Receivables plus, if a Trigger Amortization Event has
       occurred and is continuing, accrued and unpaid interest thereon at the
       rate under the related Contract except to the extent (without
       duplication) of any payment made pursuant to subsection 2.18 for the
       Settlement Period during which such interest accrued and was not paid by
       the related Obligor. The amount of any such deposit shall be applied and
       distributed in accordance with subsections 2.15 and 2.16.

 
                                       49

     2.8 Term of Revolving Period. () So long as no Amortization Event has
occurred and is continuing, no more than 60 and no less than 45 days prior to
the applicable Expiration Date, the Seller may request, through the Managing
Facility Agent, that each Purchaser extend the Revolving Period, which decision
will be made by each Purchaser in its sole discretion. Such request by the
Seller shall be accompanied by an amortization schedule of Purchased Receivables
in form and substance satisfactory to the Managing Facility Agent and the
Purchasers. Upon receipt of any such request, the Managing Facility Agent shall
promptly notify each Purchaser thereof. At least 30 but not more than 45 days
prior to the applicable Expiration Date, each Purchaser shall notify the
Managing Facility Agent of such Purchaser's willingness to extend the Revolving
Period, and the Managing Facility Agent shall notify the Seller of such
willingness by the Purchasers on such 30th day. The approval of the Managing
Facility Agent and at least the Majority Purchasers (calculated as to Purchasers
which are not Dissenting Purchasers prior to the applicable Expiration Date)
shall be required to extend such Expiration Date.

(b)(i) Any Purchaser not wishing to extend the Revolving Period (a "Dissenting
     Purchaser") may in its sole discretion elect to terminate its Commitment on
     the Expiration Date in effect prior to any such extension of the Revolving
     Period. The Dissenting Purchaser shall give the Managing Facility Agent
     notice of such election at least 30 days prior to the applicable Expiration
     Date, provided that failure to expressly notify the Managing Facility Agent
     of a willingness to extend the Expiration Date in accordance with
     subsection 2.8(a) shall be deemed an election by such Purchaser to
     terminate its Commitment on the Expiration Date. Upon receipt of any notice
     the Managing Facility Agent shall promptly notify each other Purchaser and
     the Seller thereof. The Seller, by notice to the Managing Facility Agent,
     may (but shall not be required to) request one or more other Purchasers, or
     seek another financial institution acceptable to the Managing Facility
     Agent and the Seller, in their reasonable discretion, to acquire the
     Commitment of the Dissenting Purchaser and all amounts payable to it
     hereunder in accordance with subsection 11.6(c). Unless otherwise specified
     in connection with a transfer made pursuant to subsection 11.6(c), a
     Purchaser shall become a Dissenting Purchaser pursuant to this subsection
     2.8(b) on the first day following the Expiration Date on which its
     Commitment is terminated.

(ii) If any Dissenting Purchaser's Commitment is not acquired pursuant to
     subsection 11.6(c), such Dissenting Purchaser shall, on each Settlement
     Date after the Expiration Date on which its Commitment terminates, (A) be
     paid such Dissenting Purchaser's pro rata share of Principal Collections
     received after such Expiration Date solely (except as provided in
     subsection 2.13(c)) on account of Eligible Receivables purchased or
     substituted on or before such Expiration Date (based on such Dissenting
     Purchaser's Commitment Percentage at the time its Commitment terminated)
     (as to such Dissenting Purchaser, its "Frozen Pool"), (B) not purchase any
     additional Receivables after such Expiration Date and (C) be paid interest
     in accordance with subsection 2.17 in respect of its Outstanding Purchase
     Price.

 
                                       50

(iii) So long as the Revolving Period has not expired or terminated, if on any
      Settlement Date after a Purchaser becomes a Dissenting Purchaser its
      Outstanding Purchase Price is less than 10% (after giving effect to the
      application of Collections on such Settlement Date) of such Dissenting
      Purchaser's maximum Outstanding Purchase Price at any time prior to the
      date such Purchaser became a Dissenting Purchaser, then the Seller may
      give the Managing Facility Agent irrevocable notice, which must be
      received by the Managing Facility Agent by 10:00 a.m., New York City time,
      on the Reporting Date prior to the next succeeding Settlement Date, (A)
      requesting that each other Purchaser purchase a pro rata share (based on
      such other Purchaser's Available Commitment Percentage as in effect on
      such next succeeding Settlement Date) of such Dissenting Purchaser's
      Outstanding Purchase Price (the "Buyout Amount") subject to the approval
      of the Managing Facility Agent and the Majority Purchasers or (B) stating
      that the Seller or an Affiliate of the Seller will repurchase all the
      Dissenting Purchaser's interests in and to the Receivables in the Frozen
      Pool by payment of the Buyout Amount on such next succeeding Settlement
      Date; provided that no such purchase by the Purchasers shall be made if
      the Buyout Amount to be paid by such Purchasers exceeds the aggregate
      Available Commitments in effect on such next succeeding Settlement Date
      (after giving effect to purchases from the Seller on such date). Any such
      purchase of the Buyout Amount by the Purchasers shall be subject to, and
      shall be made upon satisfaction of, the conditions set forth in subsection
      5.2 and, in connection therewith, the Seller shall be deemed to have made
      the representations and warranties set forth in subsection 4.2 with
      respect to the Receivables constituting the Frozen Pool as if such
      Receivables were being sold to the Purchasers on such Settlement Date.
      Payment for the purchase by the Purchasers or the repurchase by the Seller
      of the Frozen Pool, as the case may be, shall be made to the Managing
      Facility Agent for the account of such Dissenting Purchaser on such
      Settlement Date by deposit into the Concentration Account on the
      Settlement Date required by this subsection 2.8(b)(iii).

      2.9 Termination or Reduction of Commitments. (a) On any Settlement Date,
the Seller shall have the right to terminate the Commitments or reduce the
amount thereof by notice to the Managing Facility Agent on the preceding
Reporting Date; provided that no such termination or reduction shall be
permitted if, after giving effect thereto and to any distributions on account of
the Outstanding Purchase Price made on such Settlement Date, the then
Outstanding Purchase Price (exclusive of the interests of Dissenting Purchasers)
would exceed the Commitments then in effect. Any such reduction shall be in an
amount equal to $50,000,000 or a multiple of $1,000,000 in excess thereof and
shall permanently reduce the Commitments then in effect.

(b)   Each Purchaser's Commitment shall terminate upon the expiration of the
      Revolving Period as to such Purchaser.

      2.10 Defaulted Receivables; Application of Lease Security Deposits. () (i)
On each Settlement Date (other than a Special Settlement Date) the Seller agrees
to repurchase from the Purchasers, up to the Repurchase Obligation, all
Receivables which became Defaulted Receivables during each preceding Settlement
Period with respect to which the Seller has not substituted an Eligible
Receivable pursuant to subsection 2.13, as indicated on the Settlement Statement

 
                                       51

delivered on the related Reporting Date. Subject to subsections 2.10(b), 2.13,
2.15(b) and clause sixth of subsection 2.16(b), the Seller shall repurchase such
Defaulted Receivables by depositing into the Concentration Account on such
Settlement Date cash in an amount equal to the aggregate Outstanding Balances of
the Defaulted Receivables plus, if a Trigger Amortization Event has occurred and
is continuing, accrued and unpaid interest thereon at the rate under the related
Contract except to the extent (without duplication) of any payment made pursuant
to subsection 2.18 for the Settlement Period during which such interest accrued
and was not paid by the Obligor under such Contract. The amount of any such
deposit shall be applied and distributed in accordance with subsections 2.15 and
2.16. If on any Settlement Date the Repurchase Price to be paid by the Seller
for any Defaulted Receivable would cause the Repurchase Obligation then in
effect (determined on such Settlement Date) to be exceeded, the Seller shall be
deemed to acquire only a fractional interest in each Defaulted Receivable
repurchased on such Settlement Date. The numerator of such fraction shall be the
Repurchase Obligation then in effect determined on such Settlement Date and the
denominator thereof shall be the aggregate Repurchase Price for all Defaulted
Receivables on such Settlement Date. Upon any repurchase of a Defaulted
Receivable pursuant to this subsection or the Repurchase Agreement after a
Discount Event or Rating Event, the Seller's Interest shall be reduced by an
amount equal to the Purchase Discount, if any, with respect to such Defaulted
Receivable times the Principal Balance thereof on the last day of the Settlement
Period preceding the Settlement Date on which such repurchase is made. Any
Purchased Receivable related to a Remarketed Aircraft which is repurchased or
substituted for in accordance with subsection 2.11 or 2.13, respectively, shall
not be deemed to be a Defaulted Receivable.

(ii) In the event that a Rating Event occurs and is continuing, any Net
     Recoveries received by the Seller (A) on account of any Defaulted
     Receivable repurchased by it, RAC or the Guarantor or (B) on account of any
     Defaulted Receivable which neither the Seller, RAC nor the Guarantor has
     repurchased, shall be deposited into the Cash Collateral Account. In the
     event that the Amortization Period ends pursuant to clause (ii) of the
     definition of such term, any Net Recoveries received by the Seller after
     such time (A) on account of a Defaulted Receivable repurchased by it, RAC
     or the Guarantor or (B) on account of any Defaulted Receivable which none
     of the Seller, RAC nor the Guarantor has repurchased shall be deposited
     into the Cash Collateral Account. The Seller shall make any deposit
     required to be made by this subsection 2.10(a)(ii) within two Business Days
     after the Seller's receipt of such Net Recoveries and such deposits shall
     be applied in accordance with subsections 2.15 and 2.16. The obligation of
     the Seller to deposit such Net Recoveries shall survive the termination of
     this Agreement.

(iii) The Seller agrees that, to the extent it has received a security deposit
     in respect of any Lease Receivable, at the time the Seller applies any or
     all of such security deposit or any or all of such security deposit is
     applied (in each case pursuant to the related Contract or otherwise)
     against the amounts owed in respect of a Receivable, on the next succeeding
     Settlement Date the Seller shall be obligated to pay the Purchasers the
     amount of such application. The Seller shall pay such obligation by
     depositing into the Concentration Account on such Settlement Date cash in
     an amount equal to such application. The amount of any such deposit shall
     be applied and distributed in accordance with subsections 2.15 and 2.16.

 
                                       52

(b)  The maximum repurchase obligation of the Seller with respect to Defaulted
     Receivables (the "Repurchase Obligation") shall be equal at any time to (i)
     the Repurchase Factor in effect on the Settlement Date on which such
     repurchase is to be made minus (ii) the aggregate Repurchase Prices of
     Defaulted Receivables which were repurchased by the Seller pursuant to
     subsection 2.10(a) prior to such time minus (iii) amounts deposited into
     the Cash Collateral Account pursuant to subsection 2.14(c)(ii) plus (iv)
     all Net Recoveries received by the Seller with respect to such Defaulted
     Receivables (or portion thereof) so repurchased by the Seller prior to such
     time and not required to be deposited into the Cash Collateral Account
     pursuant to subsection 2.10(a)(ii).

     2.11 Ineligible Receivables. The Seller agrees to repurchase on each
Settlement Date, and the Purchasers agree to sell to the Seller on such date and
in accordance with the terms hereof, any Purchased Receivable if such Receivable
is (i) an Ineligible Receivable, (ii) an Existing Certified Receivable in
respect of which the Old Administrative Agent shall not have received on or
prior to the Certified Opinion Delivery Date (x) an opinion of foreign counsel
satisfying the requirements of subsection 2.27(c) or (y) evidence of the
filings, if any, referred to in subsection 6.1(n)(i) or (iii) an Existing
Receivable in respect of which the Old Administrative Agent shall not have
received on or prior to the FAA Filing Date evidence of the filings, if any,
referred to in subsection 6.1(n)(ii) provided that, during the Amortization
Period, the Purchasers, by unanimous consent, in their sole discretion may
choose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to
the Seller. The Seller shall make such repurchase on the Settlement Date first
succeeding the earlier of (x) the date on which the Seller becomes aware of
facts and circumstances giving rise to such event of ineligibility or (y) the
date on which the Managing Facility Agent notifies the Seller that such event of
ineligibility has occurred and is continuing. Subject to subsections 2.13 and
2.15(b), the Seller shall make such repurchase by depositing in the
Concentration Account cash in an amount equal to the Repurchase Price for such
Ineligible Receivable at the date such deposit is made, except to the extent
(without duplication) of any payment made pursuant to subsection 2.18, for the
Settlement Period during which such interest accrued and was not paid by the
Obligor under such Contract. The amount of any such deposit shall be applied and
distributed in accordance with subsections 2.15 and 2.16. Except as provided in
subsection 9.1, the sole obligation of the Seller with respect to an Ineligible
Receivable of the type described in clause (i) of this subsection 2.11 shall be
the requirement to repurchase or substitute for such Receivable pursuant to this
subsection 2.11 or subsection 2.13, respectively.

     2.12 Rebated Receivables. If on any date the Principal Balance of any
Purchased Receivable is, or is deemed to be, reduced or adjusted or no longer
payable as a result of any rebate, discount, refund or other adjustment of such
Purchased Receivable, or any other reduction or adjustment of any payment under
any Purchased Receivable, other than any such rebate, discount refund or
adjustment permitted under subsection 7.1(b)(iv)(x), the Seller shall be deemed
to have received on such day a Collection in respect of such Purchased
Receivable in the amount of such reduction or adjustment or in the amount no
longer payable (as applicable) and shall, subject to subsection 2.15(b), deposit

 
                                       53

cash into the Concentration Account on the next succeeding Settlement Date in an
amount equal to such reduction or adjustment or such amount no longer payable
(as applicable) plus if a Trigger Amortization Event has occurred and is
continuing, accrued and unpaid interest thereon at the rate under the related
Contract except to the extent (without duplication) of any payment made pursuant
to subsection 2.18 for the Settlement Period during which such interest accrued
and was not paid by the Obligor under such Contract. The amount of any such
deposit shall be applied and distributed in accordance with subsections 2.15 and
2.16.

     2.13 Substitution of Receivables. (a) Whenever the Seller is required to
repurchase Concentration Receivables, Defaulted Receivables, or Ineligible
Receivables pursuant to subsection 2.7(b), 2.10 or 2.11, respectively, the
Seller may, subject to the terms hereof, in lieu of making such repurchase,
substitute one or more Eligible Receivables (each, a "Substituted Receivable")
therefor on the Settlement Date on which the repurchase is required to be made;
provided that the Settlement Statement delivered on the Reporting Date prior to
such Settlement Date shall contain the information required thereby with respect
to such proposed substitution. The option of the Seller to substitute one or
more Substituted Receivables for any Receivables as aforesaid is subject to the
following conditions precedent: (i) no Trigger Amortization Event has occurred
and is then continuing, (ii) if such substitution occurs during the Amortization
Period, and provided that no Trigger Amortization Event has occurred and is then
continuing, the Majority Purchasers have approved such substitution and (iii)
either the Substituted Receivable has a Final Payment Date which is not after
the Final Payment Date of the replaced Receivable (each, replaced Receivable, a
"Removed Receivable"), or if the Final Payment Date of the Substituted
Receivable is after that of the Removed Receivable, then only that portion of
the Principal Balance of such proposed Substituted Receivable which is scheduled
to be paid on or prior to the Final Payment Date of the Removed Receivable shall
be included as a Substituted Receivable. Defaulted Receivables shall be replaced
with Substituted Receivables prior to replacement of Ineligible Receivables or
Concentration Receivables with Substituted Receivables and, in each case, shall
be replaced with Substituted Receivables in the following order of priority: (i)
first, with Substituted Receivables which are 25% Repurchase Receivables, (ii)
second, with Substituted Receivables which are 75% Repurchase Receivables, and
(iii) third, with Substituted Receivables which are 90% Repurchase Receivables.
The making of such substitution shall be subject to the satisfaction of the
conditions set forth in paragraphs subsection 5.2, including, without
limitation, the delivery of an Assignment and, if applicable, an FAA Assignment
or Foreign Assignment.

(b)  If the Repurchase Price of the Removed Receivable proposed to be replaced
     by one or more Substituted Receivables is greater than the aggregate
     Principal Balances of such Substituted Receivables, the Seller shall
     deposit cash into the Concentration Account in an amount equal to such
     excess. Alternatively, if the Repurchase Price of such Removed Receivable
     is less than the aggregate Principal Balances of the corresponding
     Substituted Receivable or Receivables, during the Revolving Period the
     Seller may, so long as no Amortization Event has occurred and is
     continuing, request the Purchasers to purchase such excess, to the extent
     of the Available Commitments, pursuant to subsection 2.2. If such excess is
     not purchased for any reason set forth in this Agreement, then each

 
                                       54

     Substituted Receivable able to be substituted to the fullest extent shall
     first be substituted and any remaining Substituted Receivable shall be a
     Participated Receivable subject to the provisions of subsection 2.4. During
     the Revolving Period, if any Substituted Receivable is an Extended Term
     Receivable, then such Substituted Receivable shall be subject to subsection
     2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be
     deemed to be, initially, (i) so long as no Rating Event has occurred and is
     continuing, thirteen years after the date of substitution of such
     Substituted Receivable and (ii) during the continuance of a Rating Event,
     ten years after the date of substitution of such Substituted Receivable.
     Substitution for a Defaulted Receivable shall not reduce the Repurchase
     Obligation.

(c)  If a Dissenting Purchaser holds an undivided interest in any Removed
     Receivable then:

                  (i) if such Removed Receivable is an Ineligible Receivable or
         a Concentration Receivable, the Seller shall pay to the Managing
         Facility Agent for the account of such Dissenting Purchaser an amount
         equal to the sum of (A) the product of such Dissenting Purchaser's
         Commitment Percentage (determined at the time such Dissenting
         Purchaser's Commitment terminated) times the Outstanding Balance for
         such Removed Receivable and (B) if a Trigger Amortization Event has
         occurred and is continuing, the Dissenting Purchaser's pro rata share
         (determined at the time such Dissenting Purchaser's commitment
         terminated) of accrued and unpaid interest on such Removed Receivable
         at the rate under the related Contract except to the extent (without
         duplication) of any payment made pursuant to subsection 2.18 for the
         Settlement Period during which such interest accrued and was not paid
         by the Obligor under such Contract; and

                  (ii) if such Removed Receivable is a Defaulted Receivable, (A)
         and if the aggregate Available Commitments in effect on the Settlement
         Date on which such substitution is to be made exceed an amount equal to
         (x) the Dissenting Purchaser's Commitment Percentage (determined at the
         time such Dissenting Purchaser's Commitment terminated) times (y) the
         Outstanding Balance for such Removed Receivable (the "Dissenting
         Purchaser's Share"), each Purchaser other than a Dissenting Purchaser
         shall be deemed to purchase its Commitment Percentage of the Dissenting
         Purchaser's Share by making funds therefor available to the Managing
         Facility Agent for the account of such Dissenting Purchaser on the
         Settlement Date on which such substitution is proposed to be made;
         provided that such purchases shall be subject to the satisfaction of
         the conditions set forth in subsection 5.2 and, in connection
         therewith, the Seller shall be deemed to have made the representations
         and warranties set forth in subsection 4.2 with respect to the
         Purchased Receivables constituting the Dissenting Purchaser's Share as
         if the Seller were selling such Receivables to the Purchasers on such
         Settlement Date; or (B) if for any reason a purchase cannot be made
         pursuant to the foregoing clause (A), the Seller shall repurchase, up
         to the amount of the Repurchase Obligation on the date of such

 
                                       55

         purchase, such Dissenting Purchaser's Share on such Settlement Date up
         to such Dissenting Purchaser's Commitment Percentage (determined at the
         time such Dissenting Purchaser's Commitment terminated) of the
         Aggregate Repurchase Obligation in effect on such Settlement Date (in
         each case after giving effect to purchases, substitutions and
         repurchases on such Settlement Date) plus, if a Trigger Amortization
         Event has occurred and is continuing, the Dissenting Purchaser's pro
         rata share (determined at the time such Dissenting Purchaser's
         Commitment terminated) of accrued and unpaid interest on such Removed
         Receivable at the rate under the related Contract except to the extent
         (without duplication) of any payment made pursuant to subsection 2.18
         for the Settlement Period during which such interest accrued and was
         not paid by the Obligor under such Contract. It is understood that
         determinations of the Repurchase Obligation with respect to a
         Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be,
         with respect to a L/C Receivable, made on the Settlement Date on which
         such determination is made in accordance with the definitions of the
         terms "90% Repurchase Receivable" and "25% Repurchase Receivable" and
         the status of such L/C Receivable at such Settlement Date.

(d)  Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be
     made on the Settlement Date on which the related substitution of
     Receivables is to be made.

(e)  On any Settlement Date (other than a Special Settlement Date) the Seller
     may, with the consent of the Managing Facility Agent, substitute a Lease
     Receivable which is an Eligible Receivable (a "Substituted Lease
     Receivable") for a Lease Receivable (other than a Lease Receivable which is
     a Defaulted Receivable, a Concentration Receivable or an Ineligible
     Receivable) which was previously sold or substituted hereunder (a "Replaced
     Lease Receivable") if the Seller, in the ordinary course of business and in
     accordance with the Credit and Collection Policy, is entering into a new
     Contract with the same Person which is the Obligor under the Contract
     related to such Replaced Lease Receivable (or an Affiliate of such Person);
     provided that during the Amortization Period the prior consent of the
     Majority Purchasers shall be required to effect any such substitution;
     provided, further, that if a Remittance Event has occurred and is
     continuing and if the Principal Balance of a Substituted Lease Receivable
     is less than the Principal Balance of the Replaced Lease Receivable such
     substitution shall occur only on a Settlement Date and within two Business
     Days after such substitution is made, the Seller shall deposit into the
     Concentration Account an amount equal to the difference between the
     Outstanding Balance of the Replaced Lease Receivable and the Purchase Price
     of the Substituted Lease Receivable. The Settlement Statement with respect
     to the Settlement Period in which such substitution occurs (or the
     Settlement Statement delivered with respect to the Settlement Date on which
     such substitution occurs, in the case of substitutions made on a Settlement
     Date in accordance with the final proviso of the preceding sentence) shall
     contain the information required thereby with respect to such substitution.
     Upon such substitution, the Principal Balance of the Replaced Lease
     Receivable shall be deemed to be reduced to zero. The provisions of
     subsection 2.13(b) (except for the first sentence thereof) shall apply as

 
                                       56

     if a Replaced Lease Receivable and a Substituted Lease Receivable are,
     respectively, a Removed Receivable and a Substituted Receivable and the
     provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of
     subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a
     Removed Receivable; provided that, in accordance with subsection 2.13(d)
     and notwithstanding the date of substitution of a Substituted Lease
     Receivable in accordance with this subsection 2.13(e), payments shall be
     made to the Dissenting Purchaser with respect to a Substituted Lease
     Receivable on the Settlement Date related to the Settlement Statement which
     contains information with respect to such substitution. The making of such
     substitution shall be subject to the satisfaction of the conditions set
     forth in subsection 5.2, including in each case, without limitation, the
     delivery of an Assignment and FAA Assignment or a Foreign Assignment, as
     applicable, with respect to each such Substituted Lease Receivable on or
     before the Business Day such Substituted Lease Receivable is substituted.

(f)  On any Settlement Date (other than a Special Settlement Date) the Managing
     Facility Agent may, notwithstanding the provisions of subsection 11.1 or
     any other provision regarding the Purchasers' rights to consent to
     substitutions, without the consent of any of the Purchasers, allow the
     Seller to substitute an Eligible Receivable (a "Current Receivable") for an
     Eligible Receivable a payment under which is more than 30 days past due
     from the original due date therefor, but which is not otherwise a Defaulted
     Receivable; provided that the Settlement Statement delivered on the
     Reporting Date prior to such Settlement Date shall contain the information
     required thereby with respect to such proposed substitution. In addition to
     the consent of the Managing Facility Agent required by the immediately
     preceding sentence, the Seller's permission to substitute one or more
     Current Receivables for any Delinquent Receivables is subject to the
     following conditions precedent: (i) no Trigger Amortization Event has
     occurred and is then continuing, (ii) if such substitution occurs during
     the Amortization Period, and provided that no Trigger Amortization Event
     has occurred and is then continuing, the Majority Purchasers have approved
     such substitution and (iii) either the Current Receivable has a Final
     Payment Date which is not after the Final Payment Date of the replaced
     Delinquent Receivable or if the Final Payment Date of the Current
     Receivable is after that of the replaced Delinquent Receivable, then only
     that portion of the Principal Balance of such proposed Current Receivable
     which is scheduled to be paid on or prior to the Final Payment Date of the
     replaced Delinquent Receivable shall be included as a Purchased Receivable.
     If the Principal Balance of the Delinquent Receivable proposed to be
     replaced by one or more Current Receivables is greater than the aggregate
     Principal Balances of such Current Receivables, the Seller shall deposit
     cash into the Concentration Account in an amount equal to such excess.
     Alternatively, if the Principal Balance of such Delinquent Receivable is
     less than the aggregate Principal Balances of the corresponding Current
     Receivable or Receivables, during the Revolving Period the Seller may, so
     long as no Amortization Event has occurred and is continuing, request the
     Purchasers to purchase such excess, to the extent of the Available
     Commitments, pursuant to subsection 2.2. If such excess is not purchased
     for any reason set forth in this Agreement, then each Current Receivable
     able to be substituted to the fullest extent shall first be substituted and
     any remaining Current Receivable shall be a Participated Receivable subject

 
                                       57

     to the provisions of subsection 2.4. During the Revolving Period, if any
     Current Receivable is an Extended Term Receivable, then such Current
     Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date
     for such Current Receivable shall be deemed to be, initially, (i) so long
     as no Rating Event has occurred and is continuing, thirteen years after the
     date of substitution of such Current Receivable and (ii) during the
     continuance of a Rating Event, ten years after the date of substitution of
     such Current Receivable. Substitution for a Delinquent Receivable shall not
     reduce the Repurchase Obligation.

     2.14 Accounts. (a) On or before the Closing Date the Seller shall establish
in its name a segregated account with a commercial bank satisfactory to the
Managing Facility Agent (the "Collection Account"). Upon the occurrence and
during the continuance of a Remittance Event, and unless the Servicer has
provided a Servicer Letter of Credit in accordance with subsection 2.15(a), the
Seller or the Servicer shall within two Business Days after its receipt, (i)
deposit all Collections received by it directly into the Collection Account and
(ii) transfer or cause to be transferred to the Concentration Account any
Collections so deposited. Any amounts received by the Seller and not related to
the Purchased Receivables or the related Contracts or Financed Aircraft shall
not be deposited into the Collection Account. Any amounts at any time on deposit
in the Collection Account shall be transferred only to the Concentration Account
and to no other deposit or other account (including, but not limited to, any
account or sub-account maintained pursuant to Raytheon's cash management
system). The Seller hereby grants to the Managing Facility Agent for the ratable
benefit of the Purchasers a security interest in the Collection Account and all
amounts from time to time on deposit therein to secure the Obligations. The
Seller shall have no right to withdraw any amounts on deposit in the Collection
Account.

(b)  On or before the Closing Date there shall be established with and in the
     name of the Managing Facility Agent a segregated account (the
     "Concentration Account") which shall be maintained as a cash collateral
     account subject to the exclusive dominion and control of the Managing
     Facility Agent for the ratable benefit of the Purchasers. The Seller hereby
     grants to the Managing Facility Agent for the ratable benefit of the
     Purchasers a security interest in any of its right, title and interest in
     the Concentration Account and all amounts from time to time on deposit
     therein and all income from the investment of such amounts to secure, in
     each case, the Obligations. Funds on deposit from time to time in the
     Concentration Account shall bear interest at the then prevailing rate paid
     by the Managing Facility Agent for deposit accounts with similar amounts on
     deposit from time to time. If at any time funds on deposit in the
     Concentration Account are greater than $100,000, the Managing Facility
     Agent may, but shall not be required to, unless it receives a request from
     the Seller or Raytheon, invest such funds in Cash Equivalents with
     maturities not later than the next succeeding Settlement Date, to the
     extent such requested Cash Equivalents are available for investment. Any
     investment request by the Seller or Raytheon shall be given to the Managing
     Facility Agent one Business Day prior to the day the investment is to be
     made (which shall be a Business Day in New York, New York and San
     Francisco, California) and shall specify the particular Cash Equivalents

 
                                       58

     and maturities thereof. Any interest or investment earnings on amounts in
     the Concentration Account on related investments shall be retained in the
     Concentration Account to be withdrawn in accordance with this subsection
     2.14(b). The Managing Facility Agent shall have the right to withdraw
     amounts from the Concentration Account to make the payments required to be
     made hereunder from Collections. Neither the Managing Facility Agent nor
     any Purchaser shall have any responsibility for any such investment and the
     Managing Facility Agent shall be permitted to liquidate any such
     investment, without liability for any loss occurring by reason of such
     liquidation, to the extent necessary to make payments and distributions
     under this Agreement. The Seller shall have no right to withdraw amounts on
     deposit from time to time in the Concentration Account.

(c)  (i) On or before the Closing Date there shall be established with and in
     the name of the Managing Facility Agent a segregated trust account
     comprised of two segregated sub-accounts, the Seller cash collateral
     sub-account (the "Seller Cash Collateral Sub-Account") and the RAC cash
     collateral sub-account (the "RAC Cash Collateral Sub-Account", the Seller
     Cash Collateral Sub-Account and the RAC Cash Collateral Sub-Account being
     referred to collectively as the "Cash Collateral Account") which shall be
     maintained as a cash collateral account subject to the exclusive dominion
     and control of the Managing Facility Agent for the ratable benefit of the
     Purchasers. The Seller hereby grants to the Managing Facility Agent for the
     ratable benefit of the Purchasers a first priority security interest in the
     Cash Collateral Account and all amounts on deposit from time to time
     therein and all income from the investment of such amounts to secure, in
     each case, the Obligations. Funds on deposit from time to time in the
     Seller Cash Collateral Sub-Account shall bear interest at the then
     prevailing rate paid by the Managing Facility Agent for deposit accounts
     with similar amounts on deposit from time to time. If at any time funds on
     deposit in the Seller Cash Collateral Sub-Account are greater than
     $100,000, the Managing Facility Agent may, but shall not be required to,
     unless it receives a request from the Seller, invest funds on deposit in
     the Seller Cash Collateral Sub-Account in Cash Equivalents with maturities
     not later than the next succeeding Settlement Date (or such other
     maturities as the Seller shall request and the Managing Facility Agent
     shall approve), to the extent such requested Cash Equivalents are available
     for investment. Any investment request by the Seller shall be given to the
     Managing Facility Agent one Business Day prior to the day the investment is
     to be made (which shall be a Business Day in New York, New York and San
     Francisco, California) and shall specify the particular Cash Equivalents
     and maturities thereof. Any interest or investment earnings on amounts in
     the Seller Cash Collateral Sub-Account or related investments shall be
     retained in the Seller Cash Collateral Sub-Account to be withdrawn in
     accordance with paragraphs (ii), (iii) and (iv) of this subsection 2.14(c).
     Neither the Managing Facility Agent nor any Purchaser shall have any
     responsibility for any such investment and the Managing Facility Agent
     shall be permitted to liquidate any such investment, without liability for
     any loss occurring by reason of such liquidation, to the extent necessary
     to make payments and distributions under this Agreement. The Seller shall
     have no right to withdraw amounts on deposit from time to time in the Cash
     Collateral Account.

 
                                       59

(ii) If on any Settlement Date on which the Seller is required to repurchase
     Defaulted Receivables pursuant to subsection 2.10 and fails for any reason
     to repurchase such Defaulted Receivables or substitute for such Defaulted
     Receivables pursuant to subsection 2.13, whether or not RAC fails to
     repurchase such Defaulted Receivables under the Repurchase Agreement, the
     Managing Facility Agent may withdraw from amounts on deposit in the Seller
     Cash Collateral Sub-Account on account of such Defaulted Receivable an
     amount equal to the lesser of (A) the Repurchase Price for such Defaulted
     Receivable plus any accrued and unpaid interest thereon required to be paid
     by subsection 2.10 and (B) the amount then on deposit in the Seller Cash
     Collateral Sub-Account. It is specifically understood and agreed that
     amounts on deposit in the Seller Cash Collateral Sub-Account, whether on
     account of 25% Repurchase Receivables, 75% Repurchase Receivables or 90%
     Repurchase Receivables, may be withdrawn as aforesaid on account of any
     Defaulted Receivable, regardless of the Repurchase Percentage associated
     therewith or whether the RAC Repurchase Obligation shall be outstanding.
     Any amounts so withdrawn shall be deposited into the Concentration Account
     and allocated and distributed pursuant to subsections 2.15 and 2.16,
     respectively. The Seller agrees with the Managing Facility Agent and the
     Purchasers to deposit into the Seller Cash Collateral Sub-Account, without
     any requirement for notice or demand therefor, the lesser of the amount
     withdrawn therefrom or the sum of the Repurchase Obligation then in effect
     on the date such withdrawal is made, plus interest thereon at a rate per
     annum equal to the Default Rate for the period from such date of withdrawal
     to such date of deposit. Deposit of amounts into the Seller Cash Collateral
     Sub-Account pursuant to the preceding sentence shall, to the extent of such
     deposit, satisfy the Seller's obligation to repurchase such Defaulted
     Receivable pursuant to subsection 2.10.

(iii) If the Seller or the Servicer (if then Raytheon Credit or any Affiliate
     thereof) shall fail to make any deposit, payment or transfer of funds
     required to be made by the Seller or the Servicer under this Agreement or
     any other document executed and delivered in connection herewith,
     including, without limitation, any payment, deposit or transfer of funds or
     payment of any indemnity required to be made pursuant to subsection 2.7(b),
     2.10, 2.11, 2.12, 2.18 or 9.1 (each such payment, deposit or transfer, a
     "Reimbursable Obligation"), then the Managing Facility Agent with the
     consent of the Majority Purchasers may, in addition to any similar rights
     in favor of the Managing Facility Agent under the Repurchase Agreement,
     withdraw from the Seller Cash Collateral Sub-Account on the date such
     Reimbursable Obligation is due hereunder an amount equal to the lesser of
     (A) such Reimbursable Obligation and (B) the amount then on deposit in the
     Seller Cash Collateral Sub-Account. The Seller agrees with the Managing
     Facility Agent and the Purchasers to deposit in the Seller Cash Collateral
     Sub-Account, without any requirement for notice or demand therefor, the
     amount withdrawn on the date such withdrawal is made, plus interest thereon
     at a rate per annum equal to the Default Rate for the period from such date
     of withdrawal to such date of deposit.

 
                                       60

(iv) No amounts on deposit in the Seller Cash Collateral Sub-Account (including
     interest or investment earnings) shall be released to the Seller until the
     Outstanding Purchase Price is reduced to zero and all other amounts owing
     to the Managing Facility Agent or any Purchaser hereunder are paid in full,
     provided, that,

                  (x) on each Settlement Date (other than a Special Settlement
         Date) occurring during the continuance of a Rating Event, after giving
         effect to all collections and distributions on such date, the amounts
         on deposit in the Cash Collateral Account in excess of the Aggregate
         Repurchase Obligation on such Settlement Date shall be released pro
         rata based upon their respective repurchase obligations, to the Seller
         and to RAC;

                  (y) on each Settlement Date occurring during the continuance
         of a Rating Event following a Settlement Period during which Finance
         Charges on Wholesale Receivables which are Quarterly Receivables have
         been paid, the excess of (A) amounts which were on previous Settlement
         Dates, pursuant to subsection 2.16(b)(vi), deposited into the Cash
         Collateral Account as accrued Finance Charge Collections on such
         Quarterly Receivables, over (B) any portion of such amounts so
         previously deposited which are on such Settlement Date withdrawn from
         the Cash Collateral Account by the Managing Facility Agent and applied
         pursuant to subsection 2.14(c) shall be released to the Seller; and

                  (z) on the Business Day after the date on which the
         Outstanding Purchase Price is reduced to zero and all other amounts
         owing to the Managing Facility Agent and the Purchasers hereunder have
         been paid in full, all amounts on deposit in the Seller Cash Collateral
         Sub-Account shall be released to the Seller.

     2.15 Remittance and Allocation of Collections. (a) The Seller or the
Servicer shall, subject to subsection 2.14(a), deposit into or transfer to the
Concentration Account all Collections within two Business Days following receipt
thereof; provided that so long as (i) a Remittance Event has not occurred and is
continuing or (ii) following the occurrence and during the continuance of a
Remittance Event, the Servicer has provided a Servicer Letter of Credit, the
Seller or the Servicer shall make such deposit in or transfer to the
Concentration Account not later than the Settlement Date following the
Settlement Period during which such Collections were received; provided,
further, that after the occurrence and during the continuance of a Rating Event,
the Seller or the Servicer shall, at the times required by and otherwise in
accordance with this subsection 2.15(a), also deposit into or transfer to the
Concentration Account interest payments made by RAC on behalf of an Obligor
under a Wholesale Receivable.

(b)  On each Reporting Date the Servicer shall allocate all Collections received
     on account of the Purchased Receivables during the preceding Settlement
     Period between Principal Collections and Finance Charge Collections. All
     Finance Charge Collections shall be deposited in the Concentration Account
     in accordance with subsection 2.15(a) and distributed pursuant to
     subsection 2.16(b). All Principal Collections shall be deposited in the
     Concentration Account in accordance with subsection 2.15(a) and applied in
     accordance with subsection 2.16(a); provided that (i) if on any Settlement
     Date during the Revolving Period the aggregate Purchase Price to be paid
     for purchases to be made on such Settlement Date exceeds amounts deposited
     or to be deposited into the Concentration Account by the Seller or the

 
                                       61

     Servicer, as the case may be, on or during the Settlement Period prior to
     such Settlement Date on account of Principal Collections, the Seller may
     retain such Principal Collections, or to the extent previously deposited
     into the Concentration Account shall make payments therefrom, as
     application for such aggregate Purchase Price to be paid to the Seller on
     such Settlement Date and amounts so retained by or paid to the Seller shall
     be treated as a payment (in whole or in part, as applicable) for such
     Purchase Price and (ii) to the extent the amount of such Principal
     Collections exceeds the aggregate Purchase Price of Eligible Receivables
     available to be purchased on such Settlement Date, the Seller or the
     Servicer, as the case may be, shall deposit, to the extent not previously
     deposited, such excess in the Concentration Account on or prior to such
     Settlement Date for distribution in accordance with subsection 2.16. Any
     purchases made pursuant to the foregoing clause (i) shall be subject to the
     satisfaction of the conditions set forth in paragraphs (a) through (h) of
     subsection 5.2. During the Amortization Period, all Principal Collections
     shall be deposited into the Concentration Account in accordance with
     subsection 2.15(a) and, on the Settlement Date on or following such date of
     deposit, shall be distributed in accordance with subsection 2.16. The
     portion of any deposit to be made into the Concentration Account required
     to be made pursuant to subsections 2.10, 2.11 or 2.12 or the first sentence
     of 2.13(b) (including, without limitation, on account of a Substituted
     Lease Receivable) representing the Repurchase Price for any Receivable
     shall be subject to the provisions of this subsection 2.15(b).

(c)  Any Principal Collections received on account of an Extended Term
     Receivable during the Revolving Period shall, subject to the satisfaction
     of the conditions set forth in paragraphs (a) through (h) of subsection
     5.2, be applied to purchase the next succeeding monthly payments of such
     Receivable which have not been purchased and which are payable prior to the
     Cash Flow Cutoff Date then applicable to such Receivable.

(d)  All Net Recoveries required to be deposited in accordance with subsection
     2.10(a)(ii) shall be deposited into the Concentration Account as
     Collections. On the Reporting Date following the Settlement Period in which
     such deposit is made, such Net Recoveries shall be allocated by the
     Managing Facility Agent as Principal Collections and Finance Charge
     Collections and the Managing Facility Agent shall notify the Servicer of
     such allocation the Business Day following such Reporting Date. Such
     allocation shall be conclusive in the absence of manifest error or unless
     the Managing Facility Agent receives notice from the Servicer of any error
     made in such allocation on or before the third Business Day after such
     notice is given to the Servicer and, in the event of any dispute between
     the Managing Facility Agent and the Servicer with respect to such
     allocation, the allocation of such Net Recoveries shall be conclusively
     made by the Managing Facility Agent's independent certified public
     accountants prior to the next succeeding Reporting Date. Such Net
     Recoveries shall be distributed pursuant to subsection 2.16.

 
                                       62

     2.16 Distribution and Application of Collections. (a) Principal
Collections. All Principal Collections on Purchased Receivables shall be payable
to the Purchasers up to the amount of the Outstanding Purchase Price from time
to time. On each Settlement Date during the Revolving Period, Principal
Collections received during the prior Settlement Period shall be first, applied
to the aggregate Purchase Price of Eligible Receivables purchased on such
Settlement Date in accordance with the terms and conditions of this Agreement
and second, paid to the Purchasers on such Settlement Date and applied in
respect of the Outstanding Purchase Price. On each Settlement Date during the
Amortization Period, Principal Collections received during the prior Settlement
Period shall be paid to the Purchasers on such Settlement Date and applied in
respect of the Outstanding Purchase Price. Following an Amortization Event,
Principal Collections on account of the Purchase Discount applied to the
Purchase Price of Receivables purchased during a Rating Event or a Discount
Event may, at the discretion of the Managing Facility Agent, be deemed Finance
Charge Collections available to be distributed pursuant to subsections
2.16(b)(ii) and (b)(iii).

(b)  Finance Charge Collections. On each Settlement Date (other than a Special
     Settlement Date) funds on deposit in the Concentration Account representing
     Finance Charge Collections in respect of the preceding Settlement Period
     shall be distributed by the Managing Facility Agent as follows, to the
     extent of funds available therefor:

                           (i)  first, to the Servicer as payment of the 
         Servicing Fee for the preceding Settlement Period;

                           (ii) second, to the Purchasers pro rata as payment of
         all interest due pursuant to subsection 2.17(a) and (c) for the
         preceding Accrual Period;

                           (iii) third, to the Managing Facility Agent and each
         Purchaser which has made a demand prior to the Reporting Date preceding
         such Settlement Date, to costs payable pursuant to subsections 2.22,
         2.23, 2.24 and 11.5;

                           (iv) fourth, to the Purchasers pro rata as payment of
         the Commitment Fees for the preceding Accrual Period pursuant to
         subsection 2.17(d) and second, to the Managing Facility Agent as
         payment of the fees referred to in subsection 2.17(e) to the extent
         such fees have not been paid directly by the Seller;

                           (v) fifth, if a Rating Event has occurred and is
         continuing, to the extent of funds available therefor, to the Managing
         Facility Agent for deposit into the Cash Collateral Account an amount
         equal to Finance Charges on those Wholesale Receivables which are
         Quarterly Receivables which Finance Charges have accrued during the
         preceding Settlement Period and are payable under the related Contract
         on a subsequent Settlement Date; and

 
                                       63

                           (vi) sixth, any remaining Finance Charge Collections
         (such remainder, "Excess Spread") shall be distributed as follows: (1)
         so long as no Trigger Amortization Event has occurred and is
         continuing, to the Seller or its designees and (2) in all other cases,
         100% thereof shall be paid to the Purchasers pro rata as payment in
         respect of the Outstanding Purchase Price.

(c)  All Collections received from an Obligor of any Purchased Receivable shall
     be applied to Purchased Receivables of such Obligor in the order of the age
     of such Purchased Receivables, starting with the oldest outstanding amount
     of such Purchased Receivable (i.e., the most delinquent of such Purchased
     Receivables), except if the payment is designated by such Obligor for
     application to specific Receivables. All Principal Collections received on
     account of any Extended Term Receivable and not used to purchase monthly
     payments of such Receivable payable after its most recent Cash Flow Cutoff
     Date shall be applied in the direct order of maturity thereof. Payments
     made by an Obligor on account of a Receivable shall, except as otherwise
     specified by such Obligor or otherwise required by contract or law and
     unless otherwise instructed by the Managing Facility Agent and the Required
     Purchasers, be applied as a Collection of any Purchased Receivable of such
     Obligor to the extent of any amounts then due and payable thereunder before
     being applied to any other indebtedness of such Obligor to the Seller or
     Raytheon Credit.

     2.17 Interest and Fees. (a) Except as provided in paragraph (b) below, the
Outstanding Purchase Price shall bear interest for each day during an Accrual
Period at a rate per annum equal to the Note Rate and shall be payable on each
Settlement Date (other than a Special Settlement Date) for the immediately
preceding Accrual Period; provided that, during the Amendment Accrual Period,
the Outstanding Purchase Price shall bear interest at the Interbank Rate for the
Amendment Accrual Period, in accordance with Section 5.3. To the extent that the
Outstanding Purchase Price has not been reduced to zero on the date the
Amortization Period ends pursuant to clause (ii) of the definition of such term,
interest shall accrue pursuant to this subsection 2.17(a) regardless of whether
the Seller shall be obligated to pay Expense Amounts under subsection 2.18.

(b)  The Outstanding Purchase Price for Receivables purchased on a Special
     Settlement Date shall bear interest (i) at a rate per annum equal to the
     Base Rate for the first three Working Days following such Special
     Settlement Date and (ii) thereafter at a rate per annum equal to the
     Interbank Rate for each day of the Special Settlement Date Accrual Period;
     provided that, if the Seller provides the Managing Facility Agent with the
     notice provided for in Section 2.3 at least three Working Days prior to the
     applicable Special Settlement Date, then interest shall be calculated in
     accordance with clause (ii) from such Special Settlement Date until the end
     of the related Special Settlement Date Accrual Period. Interest payable
     under this Section 2.17(b) shall be payable on the next Settlement Date.
     Beginning with the first Settlement Date after any Special Settlement Date,
     interest with respect to the Receivables purchased on such Special
     Settlement Date shall be calculated in accordance with paragraph (a) above.

 
                                       64

(c)  If all or any portion of any amount (including interest) payable by the
     Seller hereunder shall not be paid when due, such overdue amount shall bear
     interest at a rate per annum equal to the Note Rate plus 1% (the "Default
     Rate") from the date of such non-payment until such amount is paid in full
     (after as well as before judgment). The Outstanding Purchase Price shall
     bear interest pursuant to, and at the times specified in, subsection 8.2(a)
     for each day during an Accrual Period at a rate per annum equal to the
     Default Rate until the Outstanding Purchase Price is reduced to zero (after
     as well as before judgment). Any amount payable pursuant to this subsection
     2.17(c) shall be payable on each Settlement Date (other than a Special
     Settlement Date), or on demand after any judgment. To the extent that the
     Outstanding Purchase Price has not been reduced to zero on the date the
     Amortization Period ends pursuant to clause (ii) of the definition of such
     term, interest shall accrue pursuant to this subsection 2.17(c) regardless
     of whether the Seller shall be obligated to pay Expense Amounts under
     subsection 2.18. Interest accruing pursuant to this subsection 2.17(c)
     shall be payable from time to time on demand.

(d)  During the period from and including the Closing Date to the date on which
     the Revolving Period ends, a commitment fee (a "Commitment Fee") shall be
     payable to the Managing Facility Agent for the account of each Purchaser,
     payable monthly in arrears on each Settlement Date (other than a Special
     Settlement Date) and computed at the rate of 0.10% per annum from and after
     March 18, 1998 (0.13% per annum prior to such date) on the average daily
     amount of the Available Commitment of such Purchaser during each Accrual
     Period ending prior to the Settlement Date on which the Commitment Fee is
     paid, commencing on the first such Settlement Date to occur after the
     Closing Date.

(e)  The Seller agrees to pay (i) to the Managing Facility Agent for its account
     the fees set forth in the Fee Letter, dated March 11, 1999, among the
     Managing Facility Agent, the Seller and the Guarantor in the amounts and on
     the dates set forth therein and (ii) to the Syndication Agent for its
     account the fees set forth in the Fee Letter, dated February 17, 1999,
     among the Syndication Agent, the Seller and the Guarantor in the amounts
     and on the dates set forth therein.

(f)  Interest and fees required to be paid under this subsection 2.17 shall be
     payable regardless of whether sufficient Finance Charge Collections
     therefore are on deposit in the Concentration Account on the date or dates
     such interest or fees are required to be paid.

 
                                       65

     2.18 Yield Adjustment. If on any Settlement Date (other than a Special
Settlement Date) any Expense Amount is not paid in full on such Settlement Date,
then on such Settlement Date the Seller will pay to the Managing Facility Agent
for the account of each Purchaser the amounts required to pay all such Expense
Amounts in full provided, that the Seller's obligation under this subsection
2.18 in any calendar year shall not exceed an amount equal to the product of the
Note Rate as of such date times the Outstanding Purchase Price as of such date.
The Seller shall not be obligated to pay pursuant to this subsection 2.18 any
Expense Amounts which accrue after the date the Amortization Period ends;
provided that the Seller shall remain obligated to pay any Expense Amount which
accrued prior to such date (whether or not claimed prior to such date) so long
as a claim for such Expense Amount is made prior to the times set forth in the
subsection hereof governing such Expense Amount.

     2.19 Computations and Payments. (a) All amounts to be paid or deposited by
or on behalf of the Seller hereunder shall be paid or deposited in accordance
with the terms hereof no later than 11:00 a.m., New York City time, on the day
when due in lawful money of the United States of America and in immediately
available funds. All computations of Commitment Fees, interest and other fees
and amounts payable hereunder shall be made on the basis of a year of 360 days
for the actual number of days elapsed (including the first but excluding the
last day). The Managing Facility Agent shall as soon as practicable notify the
Seller and the Purchasers of each determination of a LIBO Rate or an Interbank
Rate.

(b)  Each determination of the Note Rate, the Interbank Rate or the Default Rate
     by the Managing Facility Agent pursuant to any provision of this Agreement
     shall be conclusive and binding on the Seller and the Purchasers in the
     absence of manifest error. The Managing Facility Agent shall, at the
     request of the Seller, deliver to the Seller a statement showing the
     quotations used by the Managing Facility Agent in determining the Note Rate
     for any Accrual Period.

(c)  If any Reference Bank's Commitment shall terminate for any reason
     whatsoever, such Reference Bank shall thereupon cease to be a Reference
     Bank, and if, as a result of the foregoing, there shall only be one
     Reference Bank remaining, the Managing Facility Agent (after consultation
     with the Seller and the Purchasers) shall, by notice to the Seller and the
     Purchasers, designate another Purchaser as a Reference Bank so that there
     shall at all times be at least two Reference Banks.

(d)  Each Reference Bank shall use its best efforts to furnish quotations of
     rates to the Managing Facility Agent to the extent contemplated by the
     definition of "LIBO Rate". If any Reference Bank shall be unable or shall
     otherwise fail to supply such rates to the Managing Facility Agent upon its
     request, the LIBO Rate shall be determined on the basis of the quotations
     of the remaining Reference Banks or Reference Bank.

     2.20 Pro Rata Treatment. (a) Except with respect to payments to a
Dissenting Purchaser pursuant to subsection 2.8(b)(ii) or 2.13(c), (i) each
purchase by the Purchasers hereunder, each payment by the Seller in respect of
the Commitment Fees and any reduction of the Commitments shall be made pro rata
according to the respective Available Commitment Percentages of the Purchasers
and (ii) each payment by the Seller in respect of the Outstanding Purchase Price
and interest thereon and any repurchase of Receivables shall be made pro rata
according to the respective Commitment Percentages of the Purchasers. The
Managing Facility Agent shall distribute payments received by or on behalf of
the Seller to the Purchasers promptly upon receipt in like funds as received.

 
                                       66

(b)  Unless the Managing Facility Agent shall have been notified in writing by
     any Purchaser prior to a Settlement Date that such Purchaser will not make
     available to the Managing Facility Agent the amount that would constitute
     its Available Commitment Percentage of the aggregate Purchase Price to be
     paid on such date, the Managing Facility Agent may assume that such
     Purchaser has made such amount available to the Managing Facility Agent on
     such Settlement Date, and the Managing Facility Agent may, in reliance upon
     such assumption, make available to the Seller a corresponding amount. If
     such amount is made available to the Managing Facility Agent on a date
     after such Settlement Date, such Purchaser shall pay to the Managing
     Facility Agent on demand an amount equal to the product of (i) the daily
     average Federal funds rate during such period as quoted by the Managing
     Facility Agent, times (ii) the amount of such Purchaser's Available
     Commitment Percentage of such aggregate Purchase Price, times (iii) a
     fraction the numerator of which is the number of days that elapse from and
     including such Settlement Date to the date on which such Purchaser's
     Available Commitment Percentage of such aggregate Purchase Price shall have
     become immediately available to the Managing Facility Agent and the
     denominator of which is 360. A certificate of the Managing Facility Agent
     submitted to any Purchaser with respect to any amounts owing under this
     subsection shall be conclusive in the absence of manifest error. If such
     Purchaser's Available Commitment Percentage of such aggregate Purchase
     Price is not in fact made available to the Managing Facility Agent by such
     Purchaser within three Business Days after such Settlement Date, then on
     the fourth Business Day after such Settlement Date the Seller shall be
     deemed to have repurchased participating interests in the Receivables in an
     amount equal to such Purchaser's Available Commitment Percentage of the
     aggregate Purchase Price paid on such Settlement Date, together with
     interest on such amount at the rate per annum equal to the LIBO Rate, such
     repurchase to be made by a cash payment to the Managing Facility Agent for
     its own account; provided that such repurchase shall not limit the rights
     of the Seller against the Purchaser which failed to make available its
     Available Commitment Percentage of such aggregate Purchase Price.

     2.21 Illegality. Notwithstanding any other provision herein, if any change
in any Requirement of Law or in the interpretation or application thereof shall
make it unlawful for any Purchaser to make or maintain its proportionate share
of the Outstanding Purchase Price based on the LIBO Rate as contemplated by this
Agreement, (a) the Commitment of such Purchaser hereunder to make purchases
shall forthwith be canceled and (b) the Outstanding Purchase Price of such
Purchaser shall be paid on each Settlement Date thereafter as if such Purchaser
were a Dissenting Purchaser under subsection 2.8.

     2.22 Requirements of Law. (a) In the event that any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Purchaser with any request or directive (whether or not having the force
of law) from any central bank or other Governmental Authority (each, a "Change
in Law") made subsequent to the date hereof (or with respect to a Purchasing
Party which becomes a party hereto pursuant to subsection 11.6(c), made
subsequent to the date such Purchasing Party became a party hereto) shall:

 
                                       67

(i)  impose, modify or deem applicable any reserve, special deposit or similar
     requirement against assets of, deposits with or for the account of, or
     credit extended by, any Purchaser (except any such reserve requirement
     reflected in the LIBO Rate); or

(ii) impose on any Purchaser or the London interbank market any other condition
     affecting this Agreement or the making of purchases or the maintaining of a
     proportionate share of the Outstanding Purchase Price by such Purchaser;

         and the result of any of the foregoing shall be to increase the cost to
         such Purchaser of making purchases or maintaining its proportionate
         share of the Outstanding Purchase Price (or of maintaining its
         obligation to do any of the foregoing) or to reduce the amount of any
         sum received or receivable by such Purchaser hereunder (whether of
         principal, interest or otherwise), then the Seller will pay to such
         Purchaser such additional amount or amounts as will compensate such
         Purchaser for such additional costs incurred or reduction suffered.

(b)  If any Purchaser determines that any Change in Law regarding capital
     requirements has or would have the effect of reducing the rate of return on
     such Purchaser's capital or on the capital of such Purchaser's holding
     company, if any, as a consequence of this Agreement or such Purchaser's
     obligations hereunder, to a level below that which such Purchaser or such
     Purchaser's holding company could have achieved but for such Change in Law
     (taking into consideration such Purchaser's policies and the policies of
     such Purchaser's holding company with respect to capital adequacy), then
     from time to time the Seller will pay to such Purchaser such additional
     amount or amounts as will compensate such Purchaser or such Purchaser's
     holding company for any such reduction suffered.

(c)  A certificate of a Purchaser setting forth the amount or amounts necessary
     to compensate such Purchaser or its holding company, as the case may be, as
     specified in paragraph (a) or (b) of this subsection shall be delivered to
     the Seller and shall be conclusive absent manifest error. The Seller shall
     pay such Purchaser the amount shown as due on any such certificate within
     10 days after receipt thereof.

(d)  Failure or delay on the part of any Purchaser to demand compensation
     pursuant to this subsection shall not constitute a waiver of such
     Purchaser's right to demand such compensation; provided that the Seller
     shall not be required to compensate a Purchaser pursuant to this subsection
     for any increased costs or reductions incurred more than six months prior
     to the date that such Purchaser notifies the Seller of the Change in Law
     giving rise to such increased costs or reductions and of such Purchaser's
     intention to claim compensation therefor; provided further that, if the
     Change in Law giving rise to such increased costs or reductions is
     retroactive, then the six-month period referred to above shall be extended
     to include the period of retroactive effect thereof.

 
                                       68

     2.23 Taxes. (a) Any and all payments by or an account of any obligation of
the Seller hereunder shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if the Seller shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this subsection) the Managing Facility Agent, Co-Administrative Agent or
Purchaser (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Seller shall make such
deductions and (iii) the Seller shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

(b)  In addition, the Seller shall pay any Other Taxes to the relevant
     Governmental Authority in accordance with applicable law.

(c)  The Seller shall indemnify the Managing Facility Agent, each
     Co-Administrative Agent and each Purchaser, within 10 days after written
     demand therefor, for the full amount of any Indemnified Taxes or Other
     Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
     attributable to amounts payable under this subsection) paid by the Managing
     Facility Agent, such Co-Administrative Agent or such Purchaser, as the case
     may be, and any penalties, interest and reasonable expenses arising
     therefrom or with respect thereto, whether or not such Indemnified Taxes or
     Other Taxes were correctly or legally imposed or asserted by the relevant
     Governmental Authority. A certificate as to the amount of such payment or
     liability delivered to the Seller by a Purchaser, or by the Managing
     Facility Agent on its own behalf or on behalf of a Purchaser or a
     Co-Administrative Agent shall be conclusive absent manifest error.

(d)  As soon as practicable after any payment of Indemnified Taxes or Other
     Taxes by the Seller to a Governmental Authority, the Seller shall deliver
     to the Managing Facility Agent the original or a certified copy of a
     receipt issued by such Governmental Authority evidencing such payment, a
     copy of the return reporting such payment or other evidence of such payment
     reasonably satisfactory to the Managing Facility Agent.

(e)  Any Foreign Purchaser that is entitled to an exemption from or reduction of
     withholding tax under the law of the jurisdiction in which the Seller is
     located, or any treaty to which such jurisdiction is a party, with respect
     to payments under this Agreement shall deliver to the Seller (with a copy
     to the Managing Facility Agent), at the time or times prescribed by
     applicable law or reasonably requested by the Seller, such properly
     completed and executed documentation prescribed by applicable law as will
     permit such payments to be made without withholding or at a reduced rate.

     2.24 Reemployment Costs. The Seller agrees to indemnify each Purchaser and
to hold each Purchaser harmless from any loss or expense (including, but not
limited to, any such loss or expense arising from interest or fees payable by a
Purchaser to lenders of funds obtained by it or them to purchase or maintain an
interest in the Purchased Receivables with respect to which the Note Rate is
determined by reference to the LIBO Rate) as a consequence of (a) default by the
Seller in the performance of its obligations hereunder, (b) any reduction in the
Outstanding Purchase Price prior to the last day of any Settlement Period, (c)

 
                                       69

the failure of the Seller or the Servicer to make any amounts available to the
Managing Facility Agent when due hereunder or (d) any expenses (excluding legal
expenses) incurred by any Purchaser pursuant to subsection 2.21. A certificate
of such Purchaser submitted to the Seller certifying, in reasonably specific
detail, the basis for, calculation of and amounts of such additional costs shall
be conclusive in the absence of manifest error. This covenant shall survive for
a period of two years following the date on which the Amortization Period ends.

     2.25 Seller's Obligations Absolute and Unconditional. The Seller's
obligations under this Section 2 to make payments, deposits and repurchases
shall be absolute and unconditional and shall be performed without regard to any
set-off which the Seller at any time may have available to it.

     2.26 Mitigation Obligations; Replacement of Purchaser. (a) If any Purchaser
requests compensation under subsection 2.22, or if the Seller is required to pay
any additional amount to any Purchaser or any Governmental Authority for the
account of any Purchaser pursuant to subsection 2.23, then such Purchaser shall
use reasonable efforts to designate a different lending office for funding or
booking its purchases hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Purchaser, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to subsection 2.22 or 2.23, as the case may be, in the
future and (ii) would not subject such Purchaser to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Purchaser. The Seller
hereby agrees to pay all reasonable costs and expenses incurred by any Purchaser
in connection with any such designation or assignment.

(b)  If any Purchaser requests compensation under subsection 2.22, or if the
     Seller is required to pay any additional amount to any Purchaser or any
     Governmental Authority for the account of any Purchaser pursuant to
     subsection 2.23, or if any Purchaser defaults in its obligation hereunder
     to make purchases or maintain its proportionate share of the Outstanding
     Purchase Price or if at any time after the Effective Date any Purchaser
     shall cause the Managing Facility Agent to notify the Seller and the
     Servicer of a Prohibited Jurisdiction, then the Seller may, at its sole
     expense and effort, upon notice to such Purchaser and the Managing Facility
     Agent, require such Purchaser to assign and delegate, without recourse (in
     accordance with and subject to the restrictions contained in subsection
     11.6), all its interests, rights and obligations under this Agreement to an
     assignee that shall assume such obligations (which assignee may be another
     Purchaser, if a Purchaser accepts such assignment); provided that (i) the
     Seller shall have received the prior written consent of the Managing
     Facility Agent, which consent shall not unreasonably be withheld, (ii) such
     Purchaser shall have received payment of an amount equal to such
     Purchaser's Outstanding Purchase Price, accrued interest thereon, accrued
     fees and all other amounts payable to it hereunder, from the assignee (to
     the extent of such outstanding principal and accrued interest and fees) or
     the Seller (in the case of all other amounts), (iii) in the case of any
     such assignment resulting from a claim for compensation under subsection
     2.22 or payments required to be made pursuant to subsection 2.23, such

 
                                       70

     assignment will result in a reduction in such compensation or payments and
     (iv) in the case of any such assignment resulting from a request to add an
     additional Prohibited Jurisdiction, such assignee will not request that
     such jurisdiction be so categorized. A Purchaser shall not be required to
     make any such assignment and delegation if, prior thereto, as a result of a
     waiver by such Purchaser or otherwise, the circumstances entitling the
     Seller to require such assignment and delegation cease to apply.

     2.27 Designation of Affiliate Receivables and Foreign Receivables. (a) Each
Affiliate Receivable and each Foreign Receivable (other than L/C Receivables,
Unsecured Foreign Receivables and Existing Receivables) shall be designated as a
Certified Foreign Receivable or an Uncertified Foreign Receivable in accordance
with this subsection 2.27.

Except as provided in subsections 2.27(c) and (d) below, no less than 45 days
prior to the Settlement Date on which the Seller proposes to sell or substitute
an Affiliate Receivable or Foreign Receivable (other than a L/C Receivable), the
Seller shall deliver to the Servicer the following:

     (i)  with respect to each such Foreign Receivable other than a Lease 
          Receivable with a Foreign Obligor,

(A)  the form(s) of Foreign Assignment(s) with respect to the Financed Aircraft
     related to such Receivable, which Foreign Assignment(s) shall be effective
     to perfect (A) the Lien granted by the Obligor thereon in favor of Raytheon
     Credit, (B) the assignment thereof by Raytheon Credit in favor of the
     Seller and (C) the assignment of such Lien by the Seller in favor of the
     Administrative Agent,

(B)  the forms of all other filings and recordings (including, without
     limitation, any UCC filings with filing offices in the jurisdictions listed
     on Schedule II) necessary or advisable, in the opinion of the Managing
     Facility Agent or the Servicer, to perfect the Purchasers' first priority
     ownership or security interests in and to such Foreign Receivable and the
     related Contracts and Financed Aircraft and the Collections with respect
     thereto, and

(C)  (x) a form of legal opinion of counsel (a copy of which shall be delivered
     to the Managing Facility Agent) admitted to practice in the foreign
     jurisdiction in which the related Foreign Obligor is located (within the
     meaning of Section 9-103 of the New York UCC), addressed to the Managing
     Facility Agent, the Co-Administrative Agents and the Purchasers (1) to the
     effect that (x) the Lien granted by the Obligor in favor of Raytheon Credit
     in the related Financed Aircraft constitutes a duly perfected, first
     priority Lien thereon, (y) each of the assignment of such Lien by Raytheon
     Credit to the Seller and by the Seller in favor of the Administrative Agent
     (for the ratable benefit of the Purchasers) in the related Financed
     Aircraft constitutes (as of its effectiveness) a duly perfected, first
     priority Lien thereon (except as set forth in paragraph (l) of the
     definition of "Eligible Receivables") and (z) the assignment of such
     Foreign Receivable by Raytheon Credit to the Seller and by the Seller in
     favor of the Administrative Agent (for the ratable benefit of the
     Purchasers) constitutes (as of its effectiveness) a duly perfected, first
     priority Lien thereon (except for Permitted Receivables Liens) and (2)
     covering such other matters as the Managing Facility Agent shall reasonably
     request, and in all respects satisfactory in form and substance to the
     Managing Facility Agent and its counsel, or

 
                                       71

(y)  if the Obligor of such Receivable is located (within the meaning of Section
     9-103 of the New York UCC) in a jurisdiction covered by a previously
     delivered and accepted (by the Managing Facility Agent on behalf of the
     Purchasers) legal opinion, a form of certificate of a Responsible Officer
     of the Seller which represents and warrants to the Managing Facility Agent,
     for the benefit of the Purchasers, that the Seller has taken all actions
     specified in such previously delivered opinion and all other actions known
     to the Seller to ensure that the Liens referenced in clause (A) of this
     paragraph (i) are enforceable and have been duly perfected to the same
     extent as set forth in such previously delivered and accepted legal
     opinion;

     (ii) with respect to each such Foreign Receivable which is a
         Registerable Lease Receivable with a Foreign Obligor,

(A)  the form of FAA Assignment with respect to the Financed Aircraft related to
     such Receivable, which FAA Assignment shall be effective to perfect the
     Lien granted by the Seller thereon in favor of the Administrative Agent,

(B)  the forms of all other filings and recordings (including, without
     limitation, any UCC filings with filing offices in the jurisdictions listed
     on Schedule II) necessary or advisable, in the opinion of the Managing
     Facility Agent or the Servicer, to perfect the Purchasers' first priority
     ownership or security interests in and to such Foreign Receivable and the
     related Contracts and Financed Aircraft and the Collections with respect
     thereto, and

(C)  (x)(1) a form of legal opinion of special FAA counsel to the Seller to the
     effect that (A) the Lien granted by the Seller in favor of the
     Administrative Agent (for the ratable benefit of the Purchasers) in the
     related Financed Aircraft constitutes a duly perfected, first priority Lien
     thereon (except as set forth in paragraph (l) of the definition of
     "Eligible Receivables") and (B) the assignment of such Foreign Receivable
     by the Seller in favor of the Administrative Agent (for the ratable benefit
     of the Purchasers) constitutes a duly perfected, first priority Lien
     thereon (except for Permitted Receivables Liens) and (2) a form of legal
     opinion of counsel (a copy of which shall be delivered to the Managing
     Facility Agent) admitted to practice in the foreign jurisdiction in which
     the related Foreign Obligor is located (within the meaning of Section 9-103
     of the New York UCC), addressed to the Managing Facility Agent, the
     Co-Administrative Agents and the Purchasers to the effect that the
     assignment of such Foreign Receivable by the Seller in favor of the
     Administrative Agent (for the ratable benefit of the Purchasers)
     constitutes a duly perfected, first priority Lien thereon (except for
     Permitted Receivables Liens); each such opinion shall also cover such other
     matters as the Managing Facility Agent shall reasonably request, and shall
     be in all respects satisfactory in form and substance to the Managing
     Facility Agent and its counsel, or

 
                                       72

(y)  if the Foreign Obligor of such Foreign Receivable is so located in a
     jurisdiction covered by a previously delivered and accepted (by the
     Managing Facility Agent on behalf of the Purchasers) legal opinion of
     foreign counsel (as described in clause (C)(x) above), a form of
     certificate of a Responsible Officer of the Seller which represents and
     warrants to the Managing Facility Agent, for the benefit of the Purchasers,
     that the Seller has taken all actions specified in such previously
     delivered opinion and all other actions known to the Seller to ensure that
     the assignment of the Foreign Receivable is enforceable and has been duly
     perfected to the same extent as set forth in such previously delivered and
     accepted legal opinion;

     (iii) with respect to each such Foreign Receivable which is a Lease
           Receivable with a Foreign Obligor, but is not a Registerable Lease
           Receivable,

(A)  the form of Foreign Assignment with respect to the Financed Aircraft
     related to such Receivable, which Foreign Assignment shall be effective to
     perfect the Lien granted thereon by the Seller in favor of the
     Administrative Agent for the ratable benefit of the Purchasers,

(B)  the forms of all other filings and recordings (including, without
     limitation, any UCC filings with filing offices in the jurisdictions listed
     on Schedule II) necessary or advisable, in the opinion of the Managing
     Facility Agent or the Servicer, to perfect the Purchasers' first priority
     ownership or security interests in and to such Foreign Receivable and the
     related Contracts and Financed Aircraft and the Collections with respect
     thereto, and

(C)  (x) a form of legal opinion of counsel (a copy of which shall be delivered
     to the Managing Facility Agent) admitted to practice in the foreign
     jurisdiction in which the related Foreign Obligor is located (within the
     meaning of Section 9-103 of the New York UCC), addressed to the Managing
     Facility Agent, the Co-Administrative Agents and the Purchasers (1) to the
     effect that (A) the Lien granted by the Seller in favor of the
     Administrative Agent (for the ratable benefit of the Purchasers) in the
     related Financed Aircraft constitutes a duly perfected, first priority Lien
     thereon (except as set forth in paragraph (l) of the definition of
     "Eligible Receivables"), (B) the assignment by the Seller in favor of the
     Administrative Agent (for the ratable benefit of the Purchasers) of such
     Receivable constitutes a duly perfected, first priority Lien thereon
     (except for Permitted Receivables Liens) and (2) covering such other
     matters as the Managing Facility Agent shall reasonably request, and in all
     respects satisfactory in form and substance to the Managing Facility Agent
     and its counsel, or

 
                                       73

(y)  if the Foreign Obligor of such Foreign Receivable is so located in a
     jurisdiction covered by a previously delivered and accepted (by the
     Managing Facility Agent on behalf of the Purchasers) legal opinion, a form
     of certificate of a Responsible Officer of the Seller which represents and
     warrants to the Managing Facility Agent, for the benefit of the Purchasers,
     that the Seller has taken all actions specified in such previously
     delivered opinion and all other actions known to the Seller to ensure that
     the Liens referenced in clause (C)(x)(1)(A) and (B) of this paragraph (iii)
     are enforceable and have been duly perfected to the same extent as set
     forth in such previously delivered and accepted legal opinion;

         provided, however, that notwithstanding the provisions of this
         subsection 2.27(a)(iii), the Seller may, at its option, decline to
         perform any of the requirements of this subsection 2.27(a)(iii) with
         respect to any Uncertified Lease Receivable; and

     (iv)  with respect to each Affiliate Receivable,

(A)  the form(s) of Foreign Assignment(s) with respect to the Financed Aircraft
     related to such Receivable, which Foreign Assignment(s) shall be effective
     to perfect (A) the Lien granted thereon by the Affiliate Obligor in favor
     of Raytheon Credit, (B) an assignment of such Lien by Raytheon Credit in
     favor of the Seller and (B) an assignment of such Lien by the Seller in
     favor of the Administrative Agent for the ratable benefit of the
     Purchasers,

(B)  the forms of all other filings and recordings (including, without
     limitation, any UCC filings with filing offices in the jurisdictions listed
     on Schedule II) necessary or advisable, in the opinion of the Managing
     Facility Agent or the Servicer, to perfect (A) Raytheon Credit's first
     priority perfected interest in the Applicable Lease related thereto, the
     Financed Aircraft and the Collections with respect thereto, (B) the
     assignment by Raytheon Credit of such Affiliate Receivable and Raytheon
     Credit's interest in the Applicable Lease related thereto, the Financed
     Aircraft and the Collections with respect thereto to the Seller and (C) the
     Purchasers' first priority ownership or security interests in and to such
     Affiliate Receivable and the related Contracts and Financed Aircraft and
     the Collections with respect thereto, and

(C)  (x) a form of legal opinion of counsel (a copy of which shall be delivered
     to the Managing Facility Agent) admitted to practice in the foreign
     jurisdiction in which the related Unaffiliated Foreign Lessee is located
     (within the meaning of Section 9-103 of the New York UCC), addressed to the
     Managing Facility Agent, the Co-Administrative Agents and the Purchasers
     (1) to the effect that (A) the Lien in favor of Raytheon Credit in the
     related Financed Aircraft constitutes a duly perfected, first priority Lien
     thereon (except as set forth in paragraph (l) of the definition of
     "Eligible Receivables"), (B) the assignment by Raytheon Credit in favor of
     the Seller of such Affiliate Receivable and Raytheon Credit's interest in
     the Applicable Lease related thereto, the Financed Aircraft and the
     Collections with respect thereto constitutes a duly perfected assignment
     thereof and (C) the assignment thereof by the Seller in favor of the

 
                                       74

     Administrative Agent, for the ratable benefit of the Purchasers of such
     Affiliate Receivable, constitutes a duly perfected, first priority Lien
     thereon (except for Permitted Receivables Liens and except as set forth in
     paragraph (l) of the definition of "Eligible Receivables") and (2) covering
     such other matters as the Managing Facility Agent shall reasonably request,
     and in all respects satisfactory in form and substance to the Managing
     Facility Agent and its counsel, or

(y)  if the Unaffiliated Foreign Lessee of such Affiliate Receivable is so
     located in a jurisdiction covered by a previously delivered and accepted
     (by the Managing Facility Agent on behalf of the Purchasers) legal opinion,
     a form of certificate of a Responsible Officer of the Seller which
     represents and warrants to the Managing Facility Agent, for the benefit of
     the Purchasers, that the Seller has taken all actions specified in such
     previously delivered opinion and all other actions known to the Seller to
     ensure that the Liens referenced in clause (C)(x)(1)(A), (B) and (C) of
     this paragraph (iv) are enforceable and have been duly perfected to the
     same extent as set forth in such previously delivered and accepted legal
     opinion.

(b)  Except as provided in subsection 2.27(c) below, within 30 days of receipt
     of such forms of assignment, legal opinions and other specified documents,
     the Servicer shall notify the Seller whether or not the related Affiliate
     Receivables and Foreign Receivables will, subject to the satisfaction of
     the conditions specified in subsection 5.2(e), constitute Certified Foreign
     Receivables, Uncertified Foreign Receivables or Ineligible Receivables.
     Subject to the satisfaction of the conditions specified in subsection
     5.2(e), such designation will be applied from and after the date of such
     notification. In the absence of such notification, such Receivable shall
     constitute an Uncertified Foreign Receivable, provided, however, that at
     any time thereafter, the Seller may request that the Servicer determine
     whether any Uncertified Foreign Receivable due to a change of circumstance
     is eligible to qualify as a Certified Foreign Receivable. Within 45 days of
     receipt of such request (or such shorter period as shall be reasonably
     practicable) the Servicer shall determine the eligibility of the
     Uncertified Foreign Receivable referred to above to qualify as a Certified
     Foreign Receivable in accordance with the provisions of this subsection
     2.27 and notify the Seller.

(c)  Notwithstanding the foregoing, but subject to the further provisions of
     this subsection 2.27(c) and the provisions of subsection 2.27(d), on the
     Closing Date Existing Certified Receivables shall be designated Certified
     Foreign Receivables hereunder. Within 180 days of the Closing Date (such
     date, the "Certified Opinion Delivery Date"), the Seller shall deliver to
     the Old Administrative Agent, with respect to each Existing Certified
     Receivable, a form of legal opinion of counsel (satisfactory to the Old
     Administrative Agent) admitted to practice in the foreign jurisdiction in
     which the related Unaffiliated Foreign Lessee is located (within the
     meaning of Section 9-103 of the New York UCC), addressed to the Old
     Administrative Agent and the Purchasers (x) to the effect that no further
     action need be taken in order to (1) perfect the transfer by Raytheon
     Credit to the Seller of such Existing Certified Receivable, the related

 
                                       75

     Financed Aircraft and Applicable Lease (if applicable) and Collections
     thereon in accordance with the Intercompany Purchase Agreement and (2)
     continue the Lien in favor of the Administrative Agent of such Existing
     Certified Receivable, the related Financed Aircraft and Applicable Lease
     (if applicable) and Collections thereon as a duly perfected Lien having the
     same priority as in effect immediately prior to the Effective Date and (y)
     if any actions had been required in order to render the opinions set forth
     in clause (x), setting forth such actions and (z) covering such other
     matters as the Old Administrative Agent shall reasonably request, which
     opinion shall be in all respects satisfactory in form and substance to the
     Old Administrative Agent and its counsel.

(d)  On the first Settlement Date (other than a Special Settlement Date)
     following the Certified Opinion Delivery Date, the Seller shall repurchase
     from the Purchasers and the Purchasers agree to sell to the Seller on such
     date in accordance with the terms hereof, each Existing Certified
     Receivable and each Existing GA Receivable (the Foreign Obligor of which is
     located in Canada, France or Australia) as to which the Purchasers shall
     not have received a legal opinion to the effect set forth in subsection
     2.27(c) hereof. Subject to subsections 2.13 and 2.15(b), the Seller shall
     make such repurchase by depositing in the Concentration Account cash an
     amount for each such Receivable equal to the amount set forth in clause (a)
     of the definition of "Repurchase Price", calculated at the date such
     deposit is made, except to the extent (without duplication) of any payment
     made pursuant to subsection 2.18, for the Settlement Period during which
     such interest accrued and was not paid by the Foreign Obligor under the
     related Contract. The amount of any such deposit shall be applied and
     distributed in accordance with subsections 2.15 and 2.16. Except as
     provided in subsection 9.1, the sole obligation of the Seller with respect
     to a Receivable of the type described in this subsection 2.27(d) shall be
     the requirement to repurchase or substitute for such Receivable pursuant to
     this subsection 2.27(d).

         SECTION 3. THE SERVICER AND SERVICING OF PURCHASED RECEIVABLES

     3.1 Designation of Servicer; Removal. (a) The servicing, administering and
collection of Purchased Receivables shall be conducted by such Person (the
"Servicer") so designated from time to time in accordance with this subsection
3.1. Until the Required Purchasers give notice to the Seller of the designation
of a new Servicer pursuant to subsection 3.1(b), Raytheon Credit is hereby
designated as, and hereby agrees to perform the duties and obligations of, the
Servicer for the Purchased Receivables sold hereunder. The Servicer may, with
the prior consent of the Required Purchasers, subcontract with any other Person
to perform, in accordance with applicable laws, the servicing, administering or
collecting of Purchased Receivables, provided that the Servicer shall remain
liable for the performance of the duties and obligations of the Servicer
pursuant to the terms hereof. With respect to the Existing Receivables, the
capacity of the Servicer shall be a continuation by Raytheon Credit of its
capacity as Servicer under and as defined in each of the Existing Agreements.

 
                                       76

(b)  At any time after the occurrence and during the continuance of a Specified
     Amortization Event, the Required Purchasers may remove Raytheon Credit (or
     any successor Servicer) as the Servicer and appoint as a successor Servicer
     any Person to succeed Raytheon Credit (or any successor Servicer) as
     Servicer, on the condition that such successor Servicer agrees to perform
     the duties and obligations of the Servicer pursuant to the terms hereof.
     Any such removal of Raytheon Credit (or any successor Servicer) as the
     Servicer shall not become effective until such successor Servicer accepts
     its appointment and agrees to be bound by the terms and conditions of this
     Agreement with respect to the Servicer in a writing satisfactory in form
     and substance to the Managing Facility Agent and the Required Purchasers.
     The Servicer agrees to cooperate with the Managing Facility Agent, the
     Purchasers and any successor Servicer if the Servicer is terminated under
     this Agreement, including transferring to the successor Servicer all cash
     amounts or documents or instruments relating to the Purchased Receivables
     held by the Servicer at the time of its removal.

(c)  The authorization of the Servicer under this Agreement shall terminate when
     all the obligations under this Agreement have been paid in full.

     3.2 Duties of Servicer. (a) The Servicer shall take or cause to be taken
all such actions as may be necessary or advisable to administer, service and
collect each Purchased Receivable from time to time, all in accordance with
applicable laws, rules and regulations, with reasonable care and diligence, and
solely in accordance with the Credit and Collection Policy. The Seller, the
Managing Facility Agent and each Purchaser each agrees that the Servicer may
enforce its rights and interests in and under the Purchased Receivables and the
Contracts and with respect to the Financed Aircraft. The Servicer shall remit
Collections in accordance with subsections 2.14 and 2.15(a) and until such
remittances are made, shall hold such Collections in trust for the account of
the Purchasers. The Servicer may not extend, amend or otherwise modify the terms
of any Purchased Receivable, or amend, modify or waive any term or condition of
any Contract related thereto, or extend, amend or otherwise modify the rights of
the Seller except (i) in accordance with subsection 7.1(b) and (ii) if the
Servicer is not then Raytheon Credit, with the Seller's prior consent. No
Servicer (if not Raytheon Credit) may commence or settle any legal action to
enforce collection of any Purchased Receivable without the prior consent of the
Required Purchasers. The Seller shall deliver to the Servicer (if not the
Seller) all computer tapes or disks and, upon the Managing Facility Agent's
request, all documents, instruments or other records which evidence or relate to
Purchased Receivables (the foregoing, the "Contract Files").

(b)  The Servicer (if not Raytheon Credit) shall as soon as practicable
     following receipt turn over to the Seller or any other party entitled
     thereto the Collections on any Receivable which is not a Purchased
     Receivable less all reasonable and appropriate out-of-pocket costs and
     expenses of the Servicer of servicing, collecting and administering such
     Receivable to the extent not covered by the Servicing Fee received by it.
     The Servicer, if other than the Seller, shall as soon as practicable upon
     demand deliver to the Seller all documents, instruments and records in its
     possession which evidence or relate to Receivables other than Purchased
     Receivables, and copies of documents, instruments and records in its
     possession which evidence or relate to Receivables other than Purchased
     Receivables. The Servicer unconditionally and absolutely agrees to take any
     and all action requested by the Managing Facility Agent in connection with
     the exercise by the Managing Facility Agent and the Purchasers of their
     rights under subsection 8.2, 11.11, 11.12 or 11.13.

 
                                       77

(c)  With respect to any L/C Receivable the related letter of credit of which
     expires on the last date of the Contract related thereto, the Servicer
     shall prepare any drawing request required under such letter of credit and,
     if the payment due under such Contract is not made by the drawing deadline
     under such letter of credit, the Servicer shall make a drawing thereunder.
     Further, if the expiration date of any letter of credit related to any L/C
     Receivable is not extended when a Principal Balance of such Receivable
     remains outstanding, the Servicer shall, or shall cause the Seller or
     Raytheon Credit to, draw the aggregate available amount under such letter
     of credit prior to the expiration thereof.

     3.3 Servicer Reports. The Servicer shall deliver to the Managing Facility
Agent, with sufficient copies for each Purchaser:

(a)  Within 45 days after the end of each of the first three fiscal quarters of
     the Servicer, beginning with the first such quarter to end after the
     Closing Date, a report with respect to such fiscal quarter, certified by a
     Responsible Officer (if the Seller is then the Servicer) or by the
     president or officer responsible for financial affairs of the Servicer, to
     the effect that the Servicer has reviewed its servicing, administration and
     collection of Purchased Receivables, Collections with respect thereto and
     the related Contracts and Financed Aircraft, that no errors and
     irregularities were detected with respect to such servicing, administration
     and collection and that such servicing, collection and administration was
     conducted in compliance with the applicable provisions of this Agreement;
     and

(b)  Within 90 days after the last day of each fiscal year of the Servicer, a
     report of a firm of nationally recognized independent public accountants
     (which may also render other services to the Servicer, the Seller or
     Raytheon or any Affiliate thereof) to the effect that (i) such firm has
     made a study and evaluation in accordance with generally accepted auditing
     standards of the Servicer's internal accounting controls relative to the
     servicing, administration and collection of Purchased Receivables,
     Collections with respect thereto and the related Contracts and Financed
     Aircraft, that such system of internal accounting controls then in effect
     with respect to such servicing procedures performed by the Servicer was
     sufficient for the prevention and detection of errors and irregularities
     and that such servicing, administration and collection of Purchased
     Receivables, Collections with respect thereto and the related Contracts and
     Financed Aircraft was conducted in compliance with the provisions of this
     Agreement and (ii) such firm has compared the mathematical calculations of
     amounts set forth on a statistically representative sample of Settlement
     Statements delivered with respect to each Settlement Period during such
     fiscal year with the Servicer's computer reports and other documents which
     were the source of such amounts and that on the basis of such comparison,
     such amounts are in agreement, except in either case as may be described in
     such report.

 
                                       78

     3.4 Servicing Fee. As compensation for its servicing activities hereunder
and reimbursement for its reasonable fees, disbursements and expenses incurred
in connection with its activities hereunder, the Servicer shall be entitled to
receive a per annum servicing fee of .85% of the Outstanding Purchase Price,
payable monthly in arrears on each Settlement Date (other than a Special
Settlement Date) in respect of the Outstanding Purchase Price at the end of the
Accrual Period preceding the Settlement Date on which the Servicing Fee is paid.
The Servicing Fee shall be calculated on the basis of a 360-day year for the
actual number of days elapsed during such Accrual Period.

     3.5 Merger or Consolidation of, or Assumption of the Obligations of, the
Servicer. The Servicer shall not consolidate with or merge into any other Person
or convey or transfer its properties and assets substantially as an entirety to
any Person, unless:

(i)   the Person formed by such consolidation or into which the Servicer is
      merged or the Person which acquires by conveyance or transfer the
      properties and assets of the Servicer substantially as an entirety shall
      be, if the Servicer is not the surviving entity, organized and existing
      under the laws of the United States of America or any State or the
      District of Columbia and shall expressly assume, by an agreement in form
      reasonably satisfactory to the Managing Facility Agent and the Required
      Purchasers, the performance of every covenant and obligation of the
      Servicer hereunder, and shall benefit from all the rights granted to the
      Servicer, as applicable hereunder;

(ii)  the Servicer has delivered to the Managing Facility Agent a certificate of
      the Chief Financial Officer or President thereof and an opinion of counsel
      (which counsel shall be reasonably satisfactory to the Managing Facility
      Agent) each stating that such consolidation, merger, conveyance or
      transfer and such agreement comply with this Section 3.5 and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with and, in the case of the opinion of counsel, that such
      agreement is legal, valid and binding with respect to the Servicer; and

(iii) after giving effect thereto, no Amortization Event shall have occurred and
      be continuing.

 
                                       79

     3.6 Limitation on Liability of the Servicer and Others. Neither the
Servicer (except as otherwise provided herein) nor any of the directors or
officers or employees or agents of the Servicer shall be under any liability to
the Managing Facility Agent, the Co-Administrative Agents or the Purchasers or
any other Person for any action taken or for refraining from the taking of any
action pursuant to this Agreement whether arising from express or implied duties
under this Agreement; provided, however, that this provision shall not protect
the Servicer against any liability which would otherwise be imposed by reason of
its willful misfeasance, bad faith or gross negligence in the performance of
duties or by reason of its willful misconduct hereunder or by reason of Section
3.7. The Servicer and any director or officer or employee or agent of the
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.

     3.7 Indemnification of the Seller, the Managing Facility Agent, the
Administrative Agent, the Co-Administrative Agents and each Purchaser. The
Servicer shall indemnify and hold harmless the Seller, the Managing Facility
Agent, the Administrative Agent and each Purchaser from and against any loss,
liability, expense, damage or injury suffered or sustained by reason of any
acts, omissions or alleged acts or omissions of the Servicer with respect to
activities of the Seller or the Purchasers for which the Servicer is responsible
pursuant to this Agreement, including those arising from acts or omissions of
the Servicer pursuant to this Agreement, including, but not limited to any
judgment, award, settlement, reasonable attorneys' fees and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim. Notwithstanding the foregoing, (i) the Servicer
shall not indemnify the Seller, the Managing Facility Agent, the Administrative
Agent, any Co-Administrative Agent or any Purchaser if such acts, omissions or
alleged acts constitute fraud, gross negligence or breach of fiduciary duty by
such Person; (ii) the Servicer shall not indemnify the Seller, the Managing
Facility Agent, the Administrative Agent, the Co-Administrative Agents or any
Purchaser for any liabilities, costs or expenses with respect to any action
taken by or at the request of any Purchasers, the Managing Facility Agent, the
Administrative Agent, any Co-Administrative Agent, any Co-Agent or any Agent;
(iii) the Servicer shall not indemnify the Seller, the Managing Facility Agent,
the Administrative Agent, the Co-Administrative Agents or any Purchaser as to
any losses, claims or damages incurred by any of them in their capacities as
investors, including without limitation losses incurred as a result of Defaulted
Receivables which are written off as uncollectible; and (iv) the Servicer shall
not indemnify the Seller, the Managing Facility Agent, the Administrative Agent,
the Co-Administrative Agents or any Purchaser for any liabilities, costs or
expenses of any such Person arising under any tax law, including without
limitation any federal, state or local income or franchise taxes or any other
tax imposed on or measured by income (or any interest or penalties with respect
thereto or arising from a failure to comply therewith) required to be paid by
any such Person in connection herewith to any taxing authority. The provisions
of this indemnity shall run directly to and be enforceable by an injured party
subject to the limitations hereof.

     The obligations of the Servicer under this subsection 3.7 shall survive the
payment in full of the obligations hereunder.

 
                                       80

     3.8 The Servicer Not to Resign. The Servicer shall not resign from the
obligations and duties hereby imposed on it except upon determination that (i)
the performance of its duties hereunder is or becomes impermissible under
applicable law and (ii) there is no reasonable action which the Servicer could
take to make the performance of its duties hereunder permissible under
applicable law. Any such determination permitting the resignation of the
Servicer shall be evidenced as to clause (i) above by an opinion of counsel
(satisfactory to the Managing Facility Agent and its counsel) to such effect
delivered to the Managing Facility Agent. No such resignation shall become
effective until a successor Servicer shall have assumed the responsibilities and
obligations of the Servicer hereunder. Any delegation of duties permitted under
subsection 3.1 shall not relieve the Servicer of its liability and
responsibility with respect to such duties, and shall not constitute a
resignation within the meaning of this subsection 3.8.

     3.9 Access to Certain Documentation and Information Regarding the
Contracts. The Servicer shall provide to the Managing Facility Agent access to
the documentation regarding the Purchased Receivables (including the Contracts)
and the related Financed Aircraft, such access being afforded without charge but
only (i) upon reasonable request, (ii) during normal business hours, (iii)
subject to the Servicer's normal security and confidentiality procedures and
(iv) at offices designated by the Servicer.

     3.10 Marking of Records. The Servicer shall mark the Contract files with a
legend (or, in the case of computer tapes and disks, other appropriate
electronic mark or tag) that such Purchased Receivables have been sold to the
Managing Facility Agent and each Purchaser.

     3.11 Additional Covenants of the Servicer. The Servicer hereby covenants
that:

(a)  Contract Files. The Servicer will, at its own cost and expense, maintain
     all Contract files in its possession in trust for the Seller, the Managing
     Facility Agent and the Purchasers and in accordance with the Credit and
     Collection Policy and customary standards in the aircraft finance industry.
     Without limiting the generality of the preceding sentence, the Servicer
     will not dispose of any such items in any manner which is inconsistent with
     the performance of its obligations as the Servicer pursuant to this
     Agreement and will not dispose of any Contract except as contemplated by
     this Agreement.

(b)  Compliance with Law. The Servicer will comply, in all material respects,
     with all laws and regulations of any Governmental Authority applicable to
     the Servicer, the Contracts related to the Purchased Receivables, the
     related Financed Aircraft and the Contract Files or any part thereof;
     provided that the Servicer may contest any such law or regulation in any
     reasonable manner which will not materially and adversely affect the value
     of (or the rights of the Managing Facility Agent or the Purchasers, with
     respect to) the Purchased Receivables and related Financed Aircraft.

(c)  Preservation of Security Interest. The Servicer will execute and file such
     financing and continuation statements and any other documents reasonably
     requested by the Managing Facility Agent to be filed or which may be
     required by any law or regulation of any Governmental Authority to preserve
     and protect fully the interest of the Managing Facility Agent and the
     Purchasers in, to and under the Purchased Receivables and related Financed
     Aircraft (in each case as contemplated by the other provisions of this
     Agreement).

 
                                       81

(d)  Obligations with Respect to Contracts; Modifications. The Servicer will
     duly fulfill and comply with, in all material respects, all obligations on
     the part of the Seller to be fulfilled or complied with under or in
     connection with each Contract related to Purchased Receivables and will do
     nothing to impair the rights of the Administrative Agent or the Purchasers
     in, to and under the Purchased Receivables and the related Financed
     Aircraft. The Servicer will perform such obligations under the Contracts
     and will not change or modify the Contracts, except as otherwise provided
     in subsection 7.1(b)(iv) of this Agreement.

(e)  No Bankruptcy Petition. Prior to the date that is one year and one day
     after the payment in full of all amounts owing hereunder, the Servicer will
     not institute against the Seller, or join any other Person in instituting
     against the Seller, any bankruptcy, reorganization, arrangement, insolvency
     or liquidation proceedings or other similar proceedings under the laws of
     the United States or any state of the United States. This Section 3.11(e)
     will survive the termination of this Agreement.

                    SECTION 4. REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties Relating to the Seller. To induce the
Purchasers to enter into this Agreement and to purchase the Receivables the
Seller hereby represents and warrants to the Managing Facility Agent and each
Purchaser on the date hereof, on the Effective Date and (except as provided in
subsection 4.1(j)) on each Settlement Date (including each Special Settlement
Date) on which a purchase or substitution is made that:

(a)  Corporate Existence; Compliance with Law. The Seller (i) is duly organized,
     validly existing and in good standing under the laws of the jurisdiction of
     its organization, (ii) has the corporate power and authority, and the legal
     right, to own and operate its property, to lease the property it operates
     as lessee and to conduct the business in which it is currently engaged,
     (iii) is duly qualified and in good standing under the laws of each
     jurisdiction where its ownership, lease or operation of property or the
     conduct of its business requires such qualification except to the extent
     that failure so to qualify could not reasonably be expected to have a
     Material Adverse Effect and (iv) is in compliance with all Requirements of
     Law (whether or not the determination of any arbitrator, court or other
     Governmental Authority has been appealed and is final) except to the extent
     that the failure to comply therewith could not, in the aggregate,
     reasonably be expected to have a Material Adverse Effect.

(b)  Corporate Power; Authorization; Enforceable Obligations. The Seller has the
     corporate power and authority, and the legal right, to execute and deliver,
     and to perform its obligations under, this Agreement, each Assignment, each
     FAA Assignment and each Foreign Assignment and to sell or substitute the
     Receivables hereunder, to grant and assign the Liens as contemplated herein
     and has taken all necessary corporate action to authorize the sales,
     purchases and substitutions and the granting and assigning of Liens in
     connection therewith on the terms and conditions of this Agreement and to
     authorize the execution, delivery and performance of this Agreement and
     each other Purchase Document to which it is a party. No consent or
     authorization of, filing with or other act by or in respect of, any

 
                                       82

     Governmental Authority or any other Person is required in connection with
     the sales, purchases and substitutions to be made hereunder, the granting
     and assignment of Liens in connection therewith or with the execution,
     delivery, performance, validity or enforceability of this Agreement or any
     other Purchase Document to which it is a party. This Agreement has been,
     and each Assignment, FAA Assignment and Foreign Assignment will be, duly
     executed and delivered on behalf of the Seller. This Agreement constitutes,
     and each Assignment, FAA Assignment and Foreign Assignment when executed
     and delivered will constitute, a legal, valid and binding obligation of the
     Seller enforceable against the Seller in accordance with its terms, except
     as enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting the enforcement of
     creditors' rights generally and by general equitable principles (whether
     enforcement is sought by proceedings in equity or at law).

(c)  No Legal Bar. Each sale and purchase and each substitution to be made
     hereunder, the use of the proceeds of any such purchase and sale, each
     granting or assigning of the Liens in connection with any such purchase and
     sale or substitution and the execution, delivery and performance of this
     Agreement and each other Purchase Document to which it is a party will not
     violate the Seller's certificate of incorporation or by-laws or any
     Requirement of Law (including, but not limited to, bulk transfer or similar
     statutory provisions in effect in any applicable jurisdiction) or
     Contractual Obligation of the Seller and will not result in, or require,
     the creation or imposition of any Lien on any of its properties or revenues
     pursuant to the Seller's certificate of incorporation or by-laws or any
     such Requirement of Law or Contractual Obligation, other than the Liens in
     favor of the Administrative Agent and the Purchasers created hereby.

(d)  No Material Litigation. No litigation, investigation or proceeding of or
     before any arbitrator or Governmental Authority is pending by or against
     the Seller or, to the Seller's knowledge, pending against RAC, or
     threatened by or against the Seller or RAC, or against any of their
     respective properties or revenues (i) with respect to this Agreement or any
     other Purchase Document to which the Seller is a party or any of the
     transactions contemplated hereby or thereby or (ii) which could reasonably
     be expected to have a Material Adverse Effect.

(e)  No Default. Neither the Seller nor, to the Seller's knowledge, RAC is in
     default under or with respect to any of its Contractual Obligations in any
     respect which could reasonably be expected to have a Material Adverse
     Effect.

(f)  Federal Regulations. No part of the proceeds of any purchase will be used
     for "purchasing" or "carrying" any "margin stock" within the respective
     meanings of each of the quoted terms under Regulation U of the Board of
     Governors of the Federal Reserve System as now and from time to time
     hereafter in effect or for any purpose which violates the provisions of the
     Regulations of such Board of Governors. If requested by any Purchaser or
     the Managing Facility Agent, the Seller will furnish to the Managing
     Facility Agent and each Purchaser a statement to the foregoing effect in
     conformity with the requirements of FR Form U-1 referred to in said
     Regulation U.

 
                                       83

(g)  ERISA. During the five-year period prior to the date on which this
     representation is made or deemed made with respect to any Plan, each Plan
     has complied in all material respects with the applicable provisions of
     ERISA and the Code and neither the Seller nor any Commonly Controlled
     Entity has incurred any liability with respect to any Plan (other than
     contributions and payments required to be made in a timely fashion under
     the terms of such Plan which were so made), where a failure to comply or
     such liability could reasonably be expected to have a Material Adverse
     Effect. Neither the Seller nor any Commonly Controlled Entity would become
     subject to any liability under ERISA if the Seller or any such Commonly
     Controlled Entity were to withdraw completely from all Multiemployer Plans
     as of the valuation date most closely preceding the date on which this
     representation is made or deemed made which could reasonably be expected to
     have a Material Adverse Effect.

(h)  Investment Company Act; Other Regulations. The Seller is not an "investment
     company", or a company "controlled" by an "investment company", within the
     meaning of the Investment Company Act of 1940, as amended. The Seller is
     not subject to regulation under any Federal or State statute or regulation
     which limits its ability to incur indebtedness.

(i)  Place of Business. The chief place of business and chief executive office
     of the Seller and the offices where the Seller keeps all its books, records
     and documents evidencing the Purchased Receivables and the related
     Contracts are located at the address of the Seller referred to in
     subsection 11.2 (or, in the case of books, records and documents evidencing
     the Purchased Receivables, at such other locations, notified to the
     Managing Facility Agent in accordance with subsection 11.2, in
     jurisdictions where all action required by subsection 6.1(l) has been taken
     and completed).

(j)  Information. All information set forth in the Syndication Materials is
     accurate in all material respects on and as of the Effective Date and does
     not contain any untrue statement of a material fact or omit to state any
     material fact of which the Seller knows or should have known which is
     necessary to make the statements herein or therein, in light of the
     circumstances in which they were made, not misleading.

     4.2 Representations and Warranties Relating to the Receivables. To induce
the Purchasers to purchase the Receivables the Seller hereby represents and
warrants to the Managing Facility Agent and each Purchaser with respect to
Receivables being purchased or substituted on each Settlement Date (including
each Special Settlement Date) or the Closing Date that:

(a)  Eligible Receivables. Each Purchased Receivable is on its date of purchase
     or substitution hereunder an Eligible Receivable.

 
                                       84

(b)  Ownership or Perfected First Security Interest. Upon each purchase or
     substitution, the Purchasers will acquire a valid and perfected first
     priority ownership or security interest in each Purchased Receivable, the
     Collections with respect thereto and each related Contract and, except with
     respect to any Unsecured Receivable described in clause (i), (iii) or (v)
     of the definition of "Unsecured Receivable", the related Financed Aircraft,
     free and clear of any Lien other than (i) with respect to such Purchased
     Receivable and the related Contracts, the Lien in favor of the
     Administrative Agent for the ratable benefit of the Purchasers and any
     Permitted Receivable Lien on such Purchased Receivable and related
     Contracts, (ii) solely with respect to a Financed Aircraft, (u) the Lien
     created by the Obligor (including an Affiliate Obligor) in favor of
     Raytheon Credit and assigned to the Seller, (v) with respect to Existing
     Certified Receivables, prior to the Certified Opinion Delivery Date, the
     Lien created by the Obligor in favor of Raytheon Credit (but solely to the
     extent a filing is required in a foreign jurisdiction to transfer such Lien
     to the Seller and such filing has not been made), (w) with respect to all
     Existing Receivables, prior to the FAA Filing Date, the Lien created by the
     Obligor in favor of Raytheon Credit (but solely to the extent a filing is
     required with the FAA to transfer such Lien to the Seller and such filing
     has not been made), (x) the assignment of each such Lien by the Seller in
     favor of the Administrative Agent for the ratable benefit of the Purchasers
     or (y) solely with respect to a Lease Receivable, the Lien created by the
     Seller in favor of the Administrative Agent for the ratable benefit of the
     Purchasers, and (z) any Permitted Aircraft Lien on such Financed Aircraft;
     and no effective document or instrument covering any Purchased Receivable
     or Collections with respect thereto or the related Contract(s) or Financed
     Aircraft is on file or of record in any recording office (including, but
     not limited to, the FAA Registry or the comparable registry with respect to
     any Foreign Receivable (excluding any L/C Receivable)) except (1) the
     filings with the appropriate foreign registry with respect to Affiliate
     Receivables in order to perfect the Lien in favor of the Seller in the
     Applicable Leases and Financed Aircraft related to such Affiliate
     Receivables and (2) the filing with the FAA Registry or the comparable
     registry with respect to any Foreign Receivable or any Affiliate Receivable
     (excluding any L/C Receivable) in order to perfect the Lien encumbering a
     Financed Aircraft and any related Applicable Leases which was granted by
     the related Obligor in favor of the Seller and (3) as may be filed in favor
     of the Administrative Agent for the ratable benefit of the Purchasers in
     accordance with this Agreement.

(c)  Assignment. The information set forth on Annex I to an Assignment, with
     respect to Eligible Receivables to be purchased or substituted on a
     Settlement Date or purchased on the Closing Date, is true and correct on
     and as of such Settlement Date or the Closing Date.

(d)  No Material Adverse Change. Since the date of the last Settlement
     Statement, there has been no material adverse change in the collectibility
     of the Purchased Receivables taken as a whole.

 
                                       85

(e)  Substituted Receivables. If on any Settlement Date the Seller sells or
     substitutes less than substantially all the Eligible Receivables available
     for purchase or substitution on such Settlement Date, the Seller or the
     Servicer has not utilized any selection procedure intended to result in a
     selection of Purchased Receivables to be purchased or substituted on such
     Settlement Date which could be materially adverse to the rights of the
     Managing Facility Agent and the Purchasers as of such Settlement Date.

(f)  No Violation. Immediately following each purchase or substitution, the
     Seller will not have violated the limitations contained in subsection 2.7.

(g)  Entitlement to Section 1110 Benefits. With respect to each Purchased
     Receivable which is a Commuter Receivable (other than a Foreign Receivable
     and an Affiliate Receivable), Raytheon Credit or the Seller shall be
     entitled to the benefits of Section 1110 of the Bankruptcy Code (11 USC ss.
     1110) with respect to each Contract and repossession of the related
     Financed Aircraft under which each such Purchased Receivable arises, and
     the Administrative Agent, for the ratable benefit of the Purchasers,
     pursuant to subsection 11.13, shall be entitled to such Section 1110
     benefits of Raytheon Credit and the Seller after the occurrence and during
     the continuance of a Specified Amortization Event or in connection with any
     action taken pursuant to subsection 11.11(c) or subsection 11.12(b).

(h)  Stipulated Aircraft Value. The Stipulated Aircraft Value with respect to
     any Financed Aircraft as set forth in any lease Contract related to a
     Receivable at any time is equal to or greater than the Outstanding Balance
     of such Receivable at such time assuming all current payments are made.

               (i) Finance Charge Collections. The Finance Charge Collections
         have been calculated in compliance with the Credit and Collection
         Policy.

     4.3 Representations and Warranties Relating to the Servicer. To induce the
Purchasers to enter into this Agreement and to purchase the Receivables the
Servicer hereby represents and warrants to the Managing Facility Agent and each
Purchaser on the date hereof, on the Effective Date and (except as provided in
subsection 4.3(i)) on each Settlement Date (including each Special Settlement
Date) on which a purchase or substitution is made that:

(a)  Corporate Existence; Compliance with Law. The Servicer (i) is duly
     organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization, (ii) has the corporate power and
     authority, and the legal right, to own and operate its property, to lease
     the property it operates as lessee and to conduct the business in which it
     is currently engaged, (iii) is duly qualified and in good standing under
     the laws of each jurisdiction where its ownership, lease or operation of
     property or the conduct of its business requires such qualification except
     to the extent that failure so to qualify could not reasonably be expected
     to have a Material Adverse Effect and (iv) is in compliance with all
     Requirements of Law (whether or not the determination of any arbitrator,
     court or other Governmental Authority has been appealed and is final)
     except to the extent that the failure to comply therewith could not, in the
     aggregate, reasonably be expected to have a Material Adverse Effect.

 
                                       86

(b)  Corporate Power; Authorization; Enforceable Obligations. The Servicer has
     the corporate power and authority, and the legal right, to execute and
     deliver, and to perform its obligations under, this Agreement and each
     other Purchase Document to which it is a party and has taken all necessary
     corporate action to authorize the execution, delivery and performance of
     this Agreement and each other Purchase Document to which it is a party. No
     consent or authorization of, filing with or other act by or in respect of,
     any Governmental Authority or any other Person is required in connection
     with the execution, delivery, performance, validity or enforceability of
     this Agreement or any other Purchase Document to which it is a party. This
     Agreement has been duly executed and delivered on behalf of the Servicer.
     This Agreement constitutes, and each other Purchase Document to which it is
     a party, when executed and delivered by it, will constitute, a legal, valid
     and binding obligation of the Servicer enforceable against the Servicer in
     accordance with its terms, except as enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting the enforcement of creditors' rights generally and by
     general equitable principles (whether enforcement is sought by proceedings
     in equity or at law).

(c)  No Legal Bar. The execution, delivery and performance of this Agreement and
     each other Purchase Document to which it is a party will not violate the
     Servicer's certificate of incorporation or by-laws or any Requirement of
     Law (including, but not limited to, bulk transfer or similar statutory
     provisions in effect in any applicable jurisdiction) or Contractual
     Obligation of the Servicer and will not result in, or require, the creation
     or imposition of any Lien on any of its properties or revenues pursuant to
     the Servicer's certificate of incorporation or by-laws or any such
     Requirement of Law or Contractual Obligation.

(d)  No Material Litigation. No litigation, investigation or proceeding of or
     before any arbitrator or Governmental Authority is pending by or against
     the Servicer or, to the Servicer's knowledge, pending against RAC, or
     threatened by or against the Servicer or RAC, or against any of their
     respective properties or revenues (i) with respect to this Agreement or any
     other Purchase Document to which the Servicer is a party or any of the
     transactions contemplated hereby or thereby or (ii) which could reasonably
     be expected to have a Material Adverse Effect.

(e)  No Default. Neither the Servicer nor, to the Servicer's knowledge, RAC is
     in default under or with respect to any of its Contractual Obligations in
     any respect which could reasonably be expected to have a Material Adverse
     Effect.

 
                                       87

(f)  ERISA. During the five-year period prior to the date on which this
     representation is made or deemed made with respect to any Plan, each Plan
     has complied in all material respects with the applicable provisions of
     ERISA and the Code and neither the Servicer nor any Commonly Controlled
     Entity has incurred any liability with respect to any Plan (other than
     contributions and payments required to be made in a timely fashion under
     the terms of such Plan which were so made), where a failure to comply or
     such liability could reasonably be expected to have a Material Adverse
     Effect. Neither the Servicer nor any Commonly Controlled Entity would
     become subject to any liability under ERISA if the Servicer or any such
     Commonly Controlled Entity were to withdraw completely from all
     Multiemployer Plans as of the valuation date most closely preceding the
     date on which this representation is made or deemed made which could
     reasonably be expected to have a Material Adverse Effect.

(g)  Investment Company Act; Other Regulations. The Servicer is not an
     "investment company", or a company "controlled" by an "investment company",
     within the meaning of the Investment Company Act of 1940, as amended. The
     Servicer is not subject to regulation under any Federal or State statute or
     regulation which limits its ability to incur indebtedness.

(h)  Place of Business. The chief place of business and chief executive office
     of the Servicer and the offices where the Servicer keeps all its books,
     records and documents evidencing the Purchased Receivables and the related
     Contracts are located at the address of the Servicer referred to in
     subsection 11.2 (or, in the case of books, records and documents evidencing
     the Purchased Receivables, at such other locations, notified to the
     Managing Facility Agent in accordance with subsection 11.2, in
     jurisdictions where all action required by subsection 6.1(l) has been taken
     and completed).

                  (i) Information. All information set forth in the Syndication
         Materials is accurate in all material respects on and as of the
         Effective Date and does not contain any untrue statement of a material
         fact or omit to state any material fact of which the Servicer knows or
         should have known which is necessary to make the statements herein or
         therein, in light of the circumstances in which they were made, not
         misleading.

(j)  Year 2000. The disclosure with respect to the proper functioning, in and
     following the year 2000, of (a) the computer systems of Raytheon and its
     Subsidiaries and (b) equipment containing embedded microchips (including
     systems and equipment supplied by others or with which Raytheon's systems
     interface) as set forth in Raytheon's report on Form 10-Q for the quarter
     ended September 27, 1998 filed with the Securities and Exchange Commission,
     as the same may be updated from time to time by subsequent reports filed by
     Raytheon on Forms 10-K, 10-Q and/or 8-K, is true and correct in all
     material respects.

                         SECTION 5. CONDITIONS PRECEDENT

     5.1 Conditions to Effectiveness. The effectiveness of this Agreement is
subject to the satisfaction, of the following conditions precedent (the first
date on which such conditions are satisfied, which shall be a Business Day,
being herein called the "Amendment Effective Date"):

 
                                       88

(a)  Purchase and Other Documents. The Managing Facility Agent shall have
     received, with a copy for each Purchaser, (i) this Agreement executed and
     delivered by a duly authorized officer of each party hereto and (ii) the
     Repurchase Agreement executed and delivered by a duly authorized officer of
     RAC and (iii) the Guarantee executed and delivered by a duly authorized
     officer of Raytheon.

(b)  Corporate Proceedings and Contracts. The Managing Facility Agent shall have
     received, with a counterpart for each Purchaser, a copy of the resolutions,
     in form and substance satisfactory to the Managing Facility Agent, of the
     Boards of Directors of the Seller, Raytheon Credit, RAC and Raytheon
     authorizing, (i) in the case of the Seller, the execution, delivery and
     performance of this Agreement, (ii) in the case of Raytheon Credit,
     authorizing the execution and delivery of this Agreement, (iii) in the case
     of RAC, authorizing the execution and delivery of the Repurchase Agreement
     and (iv), in the case of Raytheon, acknowledging the execution and delivery
     of this Agreement and authorizing the execution and delivery of the
     Guarantee, certified by the Secretary or an Assistant Secretary of the
     Seller, Raytheon Credit, RAC or Raytheon, as the case may be, as of the
     Amendment Effective Date, which certificate shall state that the
     resolutions thereby certified have not been amended, modified, revoked or
     rescinded and shall be in form and substance satisfactory to the Managing
     Facility Agent.

(c)  Corporate Documents; Good Standing Certificates. The Managing Facility
     Agent shall have received, with a copy for each Purchaser, (i) true and
     complete copies of the certificate of incorporation and by-laws of each of
     the Seller, Raytheon Credit, RAC and Raytheon, certified by the Secretary
     or Assistant Secretary thereof as of the Amendment Effective Date as
     complete and correct copies thereof and (ii) good standing certificates
     with respect to Raytheon from the Secretary of State of the State of
     Delaware, with respect to Raytheon Credit from the Secretary of State of
     the State of Kansas, with respect to RAC from the Secretary of State of the
     State of Kansas and with respect to the Seller from the Secretary of State
     of the State of Kansas.

(d)  Evidence of Incumbency. The Managing Facility Agent shall have received,
     with a counterpart for each Purchaser, a certificate, in form and substance
     satisfactory to the Managing Facility Agent, of the Secretary or Assistant
     Secretary of each of the Seller, Raytheon Credit, RAC and Raytheon
     certifying as to the names and true signatures of the officers authorized
     on such Person's behalf to sign the Purchase Documents to which it is a
     party.

(e)  Officer's Certificates. The Managing Facility Agent shall have received,
     with a counterpart for each Purchaser, (i) certificates, in form and
     substance satisfactory to the Managing Facility Agent, of a vice president
     of each of the Seller, Raytheon, RAC and Raytheon Credit that the
     representations and warranties made by such Person in the Purchase
     Documents to which it is a party are true and correct on and as of the
     Amendment Effective Date as though made on and as of the Amendment
     Effective Date and (ii) a certificate of the Vice President and Treasurer
     of Raytheon setting forth in the certificate delivered on behalf of
     Raytheon the Debt Ratio for the three fiscal quarters ended December 31,
     1998, the Interest Coverage Ratio for the three fiscal quarters ended
     December 31, 1998 and calculations thereof in reasonable detail.

 
                                       89

(f)  Legal Opinions. The Managing Facility Agent shall have received, with a
     counterpart for each Purchaser, the following executed legal opinions, each
     dated the Amendment Effective Date and each addressed to the Managing
     Facility Agent and the Purchasers:

     (i)  the executed legal opinion of Wayne Wallace, General Counsel to 
          Raytheon Credit, RAC and the Seller, substantially in the form of 
          Exhibit E-1; and
     
     (ii) the executed legal opinion of an in-house attorney of Raytheon who is
          satisfactory to the Managing Facility Agent, substantially in the 
          form of Exhibit E-2.

         Each such legal opinion shall cover such other matters incident to the
         transactions contemplated by the Purchase Documents as the Managing
         Facility Agent may reasonably require.

(g)  UCC Filings. All UCC filings made pursuant to the 1997 Agreement which
     listed the Old Administrative Agent as the secured party shall have been
     assigned to Bank of America National Trust and Savings Association as
     Managing Facility Agent.

(h)  Power of Attorney. The Old Administrative Agent shall have executed a
     limited power of attorney granting Bank of America National Trust and
     Savings Association, as Administrative Agent, the ability to act on behalf
     of the Old Administrative Agent with respect to any documents which relate
     to the Old Administrative Agent's Lien on Aircraft, located in the United
     States, which secure Receivables.

(i)  Bailment Agreement. The Bailment Agreement shall have been executed and
     delivered by all parties thereto.

(j)  Fees. (i) The Seller shall have paid to the Syndication Agent and the
     Managing Facility Agent for their respective accounts the fees set forth in
     their respective fee letters with the Seller required to be paid on or
     prior to the Amendment Effective Date.

     (ii) The Seller shall have paid to the Managing Facility Agent, for the 
          account of each Purchaser pro rata based upon each Purchaser's 
          Commitment Percentage, an amount equal to .05% of the
          Aggregate Exposure on the Amendment Effective Date.

     5.2 Conditions to Each Purchase or Substitution. The agreement of each
Purchaser to make any purchase requested to be made by it on the Closing Date or
any Settlement Date (including, without limitation, its initial purchase and any
other purchase the Purchase Price for which is netted from Collections pursuant
to subsections 2.15 and 2.16(a) but excluding the purchases among the Purchasers
contemplated by subsection 2.1(d)) and the right of the Seller to substitute
Receivables pursuant to subsection 2.13 are each subject to the satisfaction of
the following conditions precedent:

 
                                       90

(a)  Representations and Warranties. The representations and warranties made by
     each of the Seller, Raytheon Credit, RAC and Raytheon in or pursuant to the
     Purchase Documents to which it is a party shall be true and correct in all
     material respects on and as of such date as if made on and as of such date
     and the Seller, if applicable, shall have made the representations and
     warranties required by subsection 5.2(f).

(b)  Amortization Event. No Amortization Event shall have occurred and be
     continuing on such date or after giving effect to the purchases or
     substitutions to be made on such date.

(c)  Settlement Statement. The Managing Facility Agent shall have received the
     Settlement Statement most recently due.

(d)  Assignments. On or prior to such date, the Managing Facility Agent shall
     have received an Assignment with respect to Receivables to be purchased or
     substituted on such date, dated such date and executed and delivered by a
     duly authorized Responsible Officer.

(e)  Perfection Matters. The Servicer shall have received the following:

              (i) with respect to Eligible Receivables other than Affiliate
                  Receivables, Foreign Receivables and Registerable Lease
                  Receivables, evidence that each FAA Assignment (in the
                  appropriate form for filing on the Closing Date or such
                  Settlement Date) with respect to the Financed Aircraft related
                  to such Eligible Receivables to be purchased on the Closing
                  Date or purchased or substituted on such Settlement Date,
                  shall have been filed with the FAA Registry,

             (ii) with respect to Eligible Receivables which are Foreign
                  Receivables (other than Foreign Receivables which are Lease
                  Receivables with a Foreign Obligor), evidence that each
                  Foreign Assignment (in the appropriate form for filing on the
                  Closing Date or such Settlement Date) with respect to the
                  Financed Aircraft related to such Eligible Receivables to be
                  purchased on the Closing Date or purchased or substituted on
                  such Settlement Date, shall have been filed in each office in
                  each jurisdiction necessary to perfect (A) the Lien granted by
                  the Obligor thereon in favor of Raytheon Credit, (B) the
                  transfer of such Lien by Raytheon Credit to the Seller and (C)
                  the assignment of such Lien by the Seller in favor of the
                  Administrative Agent for the ratable benefit of the
                  Purchasers,

 
                                       91

            (iii) with respect to Eligible Receivables which are Foreign
                  Receivables which are Lease Receivables with a Foreign Obligor
                  (other than any such Receivable which is a Registerable Lease
                  Receivable with a Foreign Obligor or an Uncertified Lease
                  Receivable), evidence that each Foreign Assignment (in the
                  appropriate form for filing on the Closing Date or such
                  Settlement Date) with respect to the Financed Aircraft related
                  to such Eligible Receivables to be purchased on the Closing
                  Date or purchased or substituted on such Settlement Date,
                  shall have been filed in each office in each jurisdiction
                  necessary to perfect (x) the transfer by Raytheon Credit of
                  its ownership interest therein to the Seller and (y) the Lien
                  granted thereon by the Seller in favor of the Administrative
                  Agent for the ratable benefit of the Purchasers,

             (iv) with respect to Eligible Receivables which are
                  Registerable Lease Receivables, evidence that each FAA
                  Assignment (in the appropriate form for filing on the Closing
                  Date or such Settlement Date) with respect to the Financed
                  Aircraft related to such Eligible Receivables to be purchased
                  on the Closing Date or purchased or substituted on such
                  Settlement Date, shall have been filed with the FAA Registry
                  in a manner satisfactory to perfect (x) the transfer by
                  Raytheon Credit of its ownership interest therein to the
                  Seller and (y) the Lien granted thereon by the Seller in favor
                  of the Administrative Agent for the ratable benefit of the
                  Purchasers,

              (v) with respect to each L/C Receivable, an acknowledgement,
                  substantially in the form of Schedule I to the Bailment
                  Agreement, by the Bailee of its receipt of the related letters
                  of credit,

             (vi) with respect to Eligible Receivables which are Affiliate
                  Receivables, evidence that each Foreign Assignment (in the
                  appropriate form for filing on such Settlement Date) with
                  respect to the Financed Aircraft related to such Eligible
                  Receivables to be purchased or substituted on such Settlement
                  Date, shall have been filed in each office in each
                  jurisdiction necessary to perfect (x) the Lien thereon granted
                  by the Affiliate Obligor in favor of Raytheon Credit, (y) the
                  transfer of such Lien by Raytheon Credit to the Seller and (z)
                  the Lien granted thereon by the Seller in favor of the
                  Administrative Agent for the ratable benefit of the
                  Purchasers, and

 
                                       92

            (vii) with respect to each of the foregoing Eligible
                  Receivables, evidence that all other filings and recordings
                  (including, without limitation, any UCC filings with filing
                  offices in the jurisdictions listed on Schedule II, filings
                  with the FAA Registry and filings in other jurisdictions as
                  applicable) and all other actions necessary or advisable to
                  perfect (x) the Purchasers' first priority ownership or
                  security interests in and to such Eligible Receivables to be
                  sold or substituted on such date and (y) the Purchasers' first
                  priority security interest and, in the case of an Affiliate
                  Receivable, the Affiliate Obligor's first priority ownership
                  interest or the Seller's ownership or security interest, as
                  applicable, in and to the related Contracts and, with respect
                  to any Travel Air Receivables, the Travel Air Contracts and,
                  if required pursuant to the foregoing, Financed Aircraft and
                  the Collections with respect thereto shall have been duly
                  taken or made.

         From and after the Amendment Effective Date, all filings, assignments
         and other similar documents required to perfect a Lien hereunder with
         respect to Receivables (and related Aircraft) purchased after such
         date, which names the Administrative Agent shall be made in the name of
         Bank of America National Trust and Savings Association, as
         Administrative Agent.

(f)  Certificates. With respect to each Certified Foreign Receivable, the
     Servicer shall have received an executed certificate from a Responsible
     Officer of the Seller to the Managing Facility Agent, dated the date of
     such proposed sale and in the form approved by the Managing Facility Agent
     pursuant to subsection 2.27.

(g)  Marking Records. The Seller shall have, or shall have caused the Servicer
     to have, marked its books and records with respect to the Purchased
     Receivables to be sold or substituted on such date in accordance with
     subsection 6.1(h).

(h)  L/C Receivables. On or prior to the related Reporting Date, a letter of
     credit shall have been issued in connection with each L/C Receivable to be
     purchased or substituted on such Settlement Date and each such letter of
     credit shall meet the eligibility criteria set forth herein.

(i)  Refinanced Aircraft. If the Receivable proposed to be purchased (including,
     without limitation, a purchase the Purchase Price for which is netted from
     Collections pursuant to subsections 2.15 and 2.16(a)) or substituted has
     been or will be created in connection with the financing or refinancing of
     a Refinanced Aircraft, the Seller shall have caused a Lien search to be
     made with the FAA Registry with respect to such Refinanced Aircraft and at
     the date of such purchase or substitution, no Lien shall have been recorded
     at the FAA Registry with respect to such Refinanced Aircraft other than any
     Permitted Aircraft Lien or the Lien created in favor of Raytheon Credit and
     transferred to the Seller and assigned to the Administrative Agent for the
     ratable benefit of the Purchasers.

 
                                       93

(j)  Purchase Report. The Managing Facility Agent, with sufficient copies for
     each Purchaser, shall have received from the Seller a Purchase Report in
     the form of Exhibit I.

(k)  Additional Documents. The Managing Facility Agent, with sufficient copies
     for each Purchaser, shall have received each additional document,
     instrument, legal opinion or item of information reasonably requested by
     it.

(l)  Additional Matters. All corporate and other proceedings, and all documents,
     instruments and other legal matters in connection with the transactions
     contemplated by this Agreement shall be reasonably satisfactory in form and
     substance to the Managing Facility Agent, and the Managing Facility Agent
     shall have received such other documents and legal opinions in respect of
     any aspect or consequence of the transactions contemplated hereby or
     thereby as it shall reasonably request.

         Each purchase (including, without limitation, a purchase the Purchase
         Price for which is netted from the Collections pursuant to subsections
         2.15 and 2.16(a)) and each substitution of Receivables hereunder shall
         constitute a representation and warranty by the Seller as of the
         Closing Date or the Settlement Date (including a Special Settlement
         Date, if applicable) on which such purchase or substitution is made
         that the conditions contained in paragraphs (a) through (i) of this
         subsection 5.2 have been satisfied.

     5.3 Reallocation of Commitments; Addition of New Purchasers. On the
Amendment Effective Date each entity identified on the signature pages hereto as
a "New Purchaser" shall be and become a Purchaser hereunder having a Commitment
equal to the amount set forth opposite such New Purchaser's name on Annex A
hereto and each entity identified on the signature pages hereto as a
"Withdrawing Purchaser" shall cease to be a Purchaser except to the extent
expressly provided otherwise herein.

                           On the Amendment Effective Date, immediately
         following the addition referred to in the immediately preceding
         paragraph, but subject to the terms and conditions hereof, each
         Purchaser shall sell and assign to each other Purchaser, and each
         Purchaser shall purchase from each other Purchaser, undivided interests
         in each then outstanding Purchased Receivable to the extent necessary
         so that, after giving effect to such purchases and sales, each
         Purchaser's undivided interest in each Purchased Receivable will equal
         its Commitment Percentage (as defined in clause (a) of the definition
         thereof and utilizing the Commitments set forth on Annex A hereto)
         thereof. Other than the representation and warranty that each of them
         is the legal and beneficial owner of the respective interest being
         assigned hereby free and clear of any adverse claim, the selling
         Purchasers make no representation or warranty to the purchasing
         Purchasers and assume no responsibility with respect to any statements,
         warranties or representations made in or in connection with this
         Agreement or the execution, legality, validity, enforceability,
         genuineness, sufficiency or value of this Agreement or any instrument
         or document furnished pursuant thereto. The amounts payable to each

 
                                       94

         Purchaser whose undivided interests are being reduced (each, a
         "Reducing Purchaser") in accordance with the foregoing (such amount for
         each such Purchaser, its "Pro Rata Credit"); the amounts payable by
         each Purchaser whose undivided interests are being increased or created
         (each, an "Increasing Purchaser") in accordance with the foregoing
         (such amount for each such Purchaser, its "Pro Rata Debit"), in each
         case as a result of the foregoing sales and purchases; and the amount
         of each Purchaser's Outstanding Purchase Price immediately after giving
         effect to the foregoing sales and purchases shall be set forth in a
         letter from the Managing Facility Agent dated the Amendment Effective
         Date and satisfactory to each Purchaser. Prior to 11:00 a.m., New York
         City time, on the Amendment Effective Date each Increasing Purchaser
         shall make available to the Managing Facility Agent, in immediately
         available funds at the Managing Facility Agent's office specified in
         subsection 11.2 hereto, the amount of such Purchaser's Pro Rata Debit.
         Promptly after receipt of the aggregate amount of Pro Rata Debits, the
         Managing Facility Agent will transfer to each Reducing Purchaser the
         amount of such Purchaser's Pro Rata Credit. Such sales and purchases
         shall be effective on the Amendment Effective Date without further act
         of assignment.

                           Notwithstanding any contrary provision of this
         Agreement, on the first Settlement Date following the Amendment
         Effective Date, the Managing Facility Agent shall pay to each
         Purchaser, including each Withdrawing Purchaser, from funds received
         from the Seller pursuant to subsection 2.17, interest on such
         Purchaser's Outstanding Purchase Price for each day of the preceding
         Accrual Period prior to the Amendment Effective Date; it being
         understood that the Outstanding Purchase Price of some of the
         Purchasers will be re-allocated on the Amendment Effective Date as
         provided in the preceding paragraph. For the period beginning on the
         Amendment Effective Date and ending on the next Settlement Date which
         is not a Special Settlement Date (the "Amendment Accrual Period"), the
         Outstanding Purchase Price shall bear interest at the Interbank Rate
         for the Amendment Accrual Period. Notwithstanding the provisions of
         subsection 2.24 hereof, the Seller shall be obligated to indemnify and
         hold each Purchaser harmless from any loss or expense arising from
         interest or fees payable by a Purchaser to lenders of funds obtained by
         it or them to purchase or maintain an interest in the Purchased
         Receivables with respect to which the Note Rate is determined by
         reference to the LIBO Rate; provided that, the Managing Facility Agent
         shall calculate any such loss or expense on behalf of each Purchaser
         based upon the difference between the Note Rate in effect on the
         Settlement Date immediately preceding the Amendment Effective Date and
         the Interbank Rate for the Amendment Accrual Period, which calculation
         shall be binding and conclusive with respect to each Purchaser and each
         Withdrawing Purchaser.

 
                                       95

                        SECTION 6. AFFIRMATIVE COVENANTS

     6.1 Affirmative Covenants of the Seller. The Seller hereby agrees that, so
long as the Commitments remain in effect, the Outstanding Purchase Price has not
been reduced to zero or any other amount is owing to any Purchaser or the
Managing Facility Agent hereunder, the Seller shall:

(a)  Reporting Requirements. () Settlement Statements. On or before each
     Reporting Date, furnish or cause the Servicer to furnish to the Managing
     Facility Agent, with sufficient copies for each Purchaser, a Settlement
     Statement in the form of Exhibit C for the preceding Settlement Period,
     setting forth:

(x)  information and calculations with respect to (A) the Purchased Receivables,
     Collections thereon, the related Contracts and Financed Aircraft and any
     Remarketed Aircraft, (B) the Outstanding Purchase Price (separately
     identifying the portion thereof representing the Purchase Price, if any, of
     Receivables purchased on the most recent Special Settlement Date), the Note
     Rate, the Default Rate (if any), the Interbank Rate (if applicable) and
     Commitment Fees for the related Accrual Period, (C) purchases of specified
     Eligible Receivables requested to be made on the succeeding Settlement Date
     (including a specific reference to any new Foreign Obligors), (D) Defaulted
     Receivables, Ineligible Receivables, Substituted Receivables and
     adjustments of Receivables made under subsection 2.12, (E) any Permitted
     Receivable Liens and Permitted Aircraft Liens, (F) the Concentration Limits
     as described in subsection 2.7, (G) any Receivables of which the scheduled
     principal payments are being deferred pursuant to subsection 7.1(b)(iv)(x),
     (H) the total amount of the Participated Receivables, (I) the total amount
     of the Extended Term Receivables and (J) Net Recoveries; and

(y)  such other information with respect to the Receivables from the Seller and
     the Servicer as the Managing Facility Agent or any other Purchaser may from
     time to time request;

         each Settlement Statement shall be certified by a Responsible Officer
         of the Servicer as being true and correct;

    (ii)  Officer's Certificate. Within 45 days after the end of each fiscal
          quarter of the Seller, deliver to the Managing Facility Agent, with
          sufficient copies for each Purchaser, a certificate of a Responsible
          Officer of the Seller stating that, to the best of such officer's 
          knowledge, after due and diligent inquiry, the Seller during such
          period has observed or performed all of its covenants and other 
          agreements, and satisfied every condition, contained in this 
          Agreement and that such officer, after due and diligent inquiry, has
          obtained no knowledge of any Amortization Event, Discount Event, 
          Rating Event, Remittance Event or Ineligibility Event or any  
          errors in any amounts or other information set forth in any
          Settlement Statement or any Assignment, FAA Assignment or Foreign
          Assignment delivered with respect to any Settlement Period occurring
          during such fiscal quarter except as specified in such certificate;

 
                                       96

    (iii) Servicer Reports. Cause the Servicer to deliver the reports required
          by subsection 3.3 in accordance with the terms thereof;

    (iv)  Credit and Collection Policy. Deliver to the Managing Facility Agent,
          with sufficient copies for each Purchaser, promptly after adoption
          thereof, any change in the Credit and Collection Policy;

      (v) Financing Programs. Concurrently with the distribution or publication
          to any of Raytheon Credit's Affiliates or Dealers, deliver to the
          Managing Facility Agent, with sufficient copies for each Purchaser,
          a copy of each report setting forth Raytheon Credit's retail 
          financing programs;

     (vi) Additional Information. Furnish to the Managing Facility Agent and 
          each Purchaser, promptly, such additional financial and other 
          information, documents, records or reports with respect to
          the Seller, the Servicer (if Raytheon Credit or an Affiliate of
          Raytheon Credit is then the Servicer) or RAC, any Purchased Receivable
          or the Contract, Obligor, Unaffiliated Foreign Lessee or Financed
          Aircraft with respect thereto, or the business, operations, property
          or condition (financial or otherwise) of the Seller, as the Managing
          Facility Agent or any Purchaser may from time to time reasonably
          request; and

    (vii) Notices. Promptly give notice to the Managing Facility Agent and each
          Purchaser, after the Seller knows or should have known, of: (1) the 
          occurrence of any Amortization Event, Discount Event, Rating Event, 
          Remittance Event or Ineligibility Event; (2) any Lien (other than 
          the security interest created hereunder in favor of the Administrative
          Agent and the Purchasers) on or claim asserted against any Purchased
          Receivable, the Collections with respect thereto or the related 
          Contract or material claim asserted with respect to the related
          Financed Aircraft; (3) a development or event which has had a
          Material Adverse Effect; (4) any loss of a Financed Aircraft or of 
          the use thereof due to theft, destruction, damage beyond repair or 
          damage to an extent which makes repair uneconomical, or the
          confiscation or seizure of any material portion thereof, or 
          requisition of title to or for the use thereof by any Governmental 
          Authority; and (5) any litigation, investigation or proceeding which 
          may exist at any time between the Seller, Raytheon Credit, RAC or 
          any Person which, in either case, could reasonably be expected to 
          have a Material Adverse Effect.  Each notice pursuant to this 
          subsection shall be accompanied by a statement of a Responsible 
          Officer setting forth details of the occurrence referred to therein 
          and stating what action the Seller proposes to take with respect 
          thereto.

  (viii)  Fiscal Months. No later than December 15 of each calendar year the 
          Seller shall send the Managing Facility Agent written notification 
          of each of the Seller's fiscal monthly periods for the immediately 
          following calendar year.

 
                                       97

(b)  Compliance with Laws, Etc. Comply, and cause each Affiliate Obligor to
     comply, in all respects with all applicable Requirements of Law and all
     Contractual Obligations with respect to it, its business and properties and
     all Purchased Receivables and the related Contracts and Financed Aircraft
     except to the extent that failure to comply therewith could not reasonably
     be expected to have a Material Adverse Effect.

(c)  Conduct of Business and Maintenance of Existence. Continue to engage in
     business of the same general type as now conducted by it and preserve,
     renew and keep in full force and effect its corporate existence and take
     all reasonable actions to maintain all rights, privileges and franchises
     necessary or desirable in the normal conduct of its business except where
     the failure to preserve and maintain such existence, rights, franchises,
     privileges and qualification could not reasonably be expected to have a
     Material Adverse Effect.

(d)  Maintenance of Property; Insurance. Keep all property useful and necessary
     in its business in good working order and condition; maintain with
     financially sound and reputable insurance companies insurance on all its
     property in at least such amounts and against at least such risks as are
     considered reasonable and prudent by the Seller; cause each Financed
     Aircraft (including, without limitation, any Financed Aircraft repossessed
     by the Seller or the Servicer) related to a Purchased Receivable to be
     covered by insurance meeting the requirements of paragraph (w) of the
     definition of "Eligible Receivable"; and furnish to each Purchaser, upon
     request, full information as to the insurance carried.

(e)  Keeping of Records and Books of Account. Maintain and implement
     administrative and operating procedures (including, without limitation,
     maintaining the ability to recreate records evidencing Purchased
     Receivables in the event of the destruction of the originals thereof), and
     keep and maintain all documents, books (with true and correct entries in
     conformity with generally accepted accounting principles as in effect from
     time to time and all material Requirements of Law), records and other
     information reasonably necessary or advisable for the administration,
     servicing and collection of all Purchased Receivables and the monitoring of
     the Contracts, the related Obligors and Unaffiliated Foreign Lessees and
     Financed Aircraft (including, without limitation, records adequate to
     permit the daily identification of all Collections of and adjustments to
     each Purchased Receivable).

(f)  Location of Records. Keep its chief place of business and chief executive
     office, and the offices where it keeps its records concerning the Purchased
     Receivables and all Contracts related thereto (and all original documents
     relating thereto), at its address referred to in subsection 11.2 or, upon
     30 days' prior written notice to the Managing Facility Agent, at such other
     locations in jurisdictions where all actions required by subsection 6.1(l)
     shall have been taken and completed.

 
                                       98

(g)  Access. From time to time during regular business hours upon reasonable
     prior notice, permit the Managing Facility Agent or any Purchaser, or their
     respective agents or representatives () to examine and make copies of and
     abstracts from all books, records and documents (including, without
     limitation, computer tapes and disks) in the possession or under the
     control of the Seller or its Affiliates relating to Purchased Receivables,
     including, without limitation, the related Contracts and Financed Aircraft
     and () to visit the offices and properties of the Seller, its Affiliates or
     its independent certified public accountants for the purpose of examining
     such materials described in clause (a) above, and to discuss matters
     relating to Purchased Receivables, the Contracts and the Financed Aircraft
     or the Seller's or Servicer's (if Raytheon Credit or an Affiliate of
     Raytheon Credit is then the Servicer) performance hereunder with any of the
     officers or employees of the Seller or its Affiliates having knowledge of
     such matters and to discuss the business, operations, properties and
     financial and other condition of the Seller with such officers and with its
     independent certified public accountants; provided that any information,
     records and materials obtained by the Managing Facility Agent or any
     Purchaser pursuant to this subsection 6.1(g) shall be used by the Managing
     Facility Agent or such Purchaser solely in connection with its
     participation in the transactions contemplated by the Purchase Documents
     (including pursuant to subsections 11.6(b) and (c)) and shall be treated as
     confidential by the Managing Facility Agent or such Purchaser in accordance
     with subsection 11.22.

(h)  Marking of Records. At its expense, mark (or cause the Servicer to mark)
     the computer files evidencing the Purchased Receivables and related
     Contracts with a legend evidencing that such Purchased Receivables and
     related Contracts have been sold in accordance with this Agreement and
     deliver evidence satisfactory thereto in form and substance to the Managing
     Facility Agent in accordance with subsection 5.2(g).

(i)  Credit and Collection Policy. Comply in all material respects with the
     Credit and Collection Policy with respect to each Purchased Receivable
     (including but not limited to the calculation of the Finance Charge
     Collections) and the related Contract and Financed Aircraft.

(j)  Performance and Compliance with Receivables and Contracts. At its own
     expense, timely and fully perform and comply with, and enforce and defend,
     or, with respect to Affiliate Receivables, cause the related Affiliate
     Obligor to perform and comply with and enforce and defend, all material
     provisions, covenants and other promises (which promises are required to be
     observed by it) under the Contracts (other than the payment by such
     Affiliate Obligor of the principal of and interest on the promissory note
     included in such Contract) and any policy of insurance issued in connection
     with an ExIm Bank Receivable and with respect to the Financed Aircraft
     related to the Purchased Receivables in accordance with the Credit and
     Collection Policy; and defend the right, title and interest of the
     Administrative Agent and each Purchaser in and to such Purchased
     Receivable, the Collections with respect thereto and the related Contract
     and Financed Aircraft against the claims and demands of any Persons
     whomsoever (other than of the Administrative Agent or any Purchaser).

 
                                       99

(k)  Interest Rate Protection. Within 30 Business Days after the occurrence of a
     Rating Event obtain and maintain interest rate caps or interest rate swaps
     (or such other interest rate protection as the Managing Facility Agent and
     the Majority Purchasers shall require), at the Seller's own expense, which
     shall be satisfactory in form and substance to the Managing Facility Agent
     and the Majority Purchasers and the rights of the Seller thereunder shall
     be pledged to the Administrative Agent, for the ratable benefit of the
     Purchasers, as collateral security for the obligations of the Seller
     hereunder.

(l)  Further Action Evidencing Interests of Administrative Agent and Purchasers.
     At any time and from time to time, upon the request of the Managing
     Facility Agent or the request of the Managing Facility Agent as directed by
     the Majority Purchasers and at the sole expense of the Seller, promptly
     execute and deliver and cause each Affiliate Obligor to execute and deliver
     all further instruments and documents and take all further actions and
     cause each Affiliate Obligor to take all further actions that the Managing
     Facility Agent or the Managing Facility Agent as directed by the Majority
     Purchasers may request in order to perfect, protect or more fully evidence
     the ownership or security interests of the Administrative Agent and the
     Purchasers in the Purchased Receivables, the Collections with respect
     thereto and the related Contracts and Financed Aircraft, or to enable any
     of them or the Administrative Agent to exercise or enforce any of their
     respective rights with respect thereto, including, but not limited to: (a)
     execute and file such financing or continuation statements, or amendments
     thereto or assignments thereof, and such other instruments or notices, as
     may be necessary or appropriate; and (b) mark conspicuously each invoice
     evidencing each Purchased Receivable and the related Contract with a
     legend, in a form acceptable to the Managing Facility Agent, evidencing
     that such Contract has been assigned to the Administrative Agent for the
     ratable benefit of the Purchasers and, in connection therewith, the Seller
     hereby (x) authorizes the Administrative Agent to file one or more
     financing or continuation statements, and amendments thereto and
     assignments thereof, relative to all or any of the Purchased Receivables
     now existing or hereafter arising without the signature of the Seller or
     any of its Affiliates where permitted by law and (y) agrees that if the
     Seller fails to perform any of its agreements or obligations under this
     Agreement, the Managing Facility Agent may (but shall not be required to)
     itself perform, or cause performance of, such agreement or obligation, and
     the expenses of the Managing Facility Agent incurred in connection
     therewith shall be payable by the Seller as provided in subsection 11.5.

(m)  Separate Corporate Existence. (i) Maintain its own deposit account or
     accounts, separate from those of any Affiliate, with commercial banking
     institutions. The funds of the Seller will not be diverted to any other
     Person or for other than corporate uses of the Seller.

                           (ii) Ensure that, to the extent that it shares the
         same officers or other employees as any of its stockholders or
         Affiliates, the salaries of and the expenses related to providing
         benefits to such officers and other employees shall be fairly allocated
         among such entities, and each such entity shall bear its fair share of
         the salary and benefit costs associated with all such common officers
         and employees.

 
                                      100

                           (iii) Ensure that, to the extent that it jointly
         contracts with any of its stockholders or Affiliates to do business
         with vendors or service providers or to share overhead expenses, the
         costs incurred in so doing shall be allocated fairly among such
         entities, and each such entity shall bear its fair share of such costs.
         To the extent that the Seller contracts or does business with vendors
         or service providers when the goods and services provided are partially
         for the benefit of any other Person, the costs incurred in so doing
         shall be fairly allocated to or among such entities for whose benefit
         the goods and services are provided, and each such entity shall bear
         its fair share of such costs. All material transactions between Seller
         and any of its Affiliates shall be only on an arm's length basis.

                           (iv) Maintain a principal executive and
         administrative office through which its business is conducted separate
         from those of its Affiliates. To the extent that Seller and any of its
         stockholders or Affiliates have offices in the same location, there
         shall be a fair and appropriate allocation of overhead costs among
         them, and each such entity shall bear its fair share of such expenses.

                           (v) Conduct its affairs strictly in accordance with
         its Certificate of Incorporation and observe all necessary, appropriate
         and customary corporate formalities, including, but not limited to,
         holding all regular and special stockholders' and directors' meetings
         appropriate to authorize all corporate action, keeping separate and
         accurate minutes of its meetings, passing all resolutions or consents
         necessary to authorize actions taken or to be taken, and maintaining
         accurate and separate books, records and accounts, including, but not
         limited to, payroll and intercompany transaction accounts.

                           (vi) Take or refrain from taking, as applicable, each
         of the activities specified in the "non-substantive consolidation"
         opinion of Sullivan & Worcester LLP, delivered on the Effective Date,
         upon which the conclusions expressed therein are based.

(n)  Existing Receivables Perfection Matters. Deliver to the Managing Facility
     Agent the following:

                           (i) with respect to Existing Certified Receivables,
         no later than the Certified Opinion Delivery Date, a certificate of a
         Responsible Officer certifying that all actions set forth in the legal
         opinions described in subsection 2.27(c) and necessary in order to
         perfect the Liens and assignments of such Receivables, the related
         Financed Aircraft and Applicable Leases (if applicable) and Collections
         thereon, to the extent set forth in such subsection, shall have been
         taken; and

 
                                      101

                           (ii) with respect to all Existing Receivables, no
         later than 90 days after the Effective Date (the "FAA Filing Date"), a
         certificate of a Responsible Officer certifying that all filings, if
         any, to be made with the FAA as described in the opinion of special FAA
         counsel delivered pursuant to subsection 5.1(g)(iv) of the 1997
         Agreement and necessary to (x) continue the Lien of the Old
         Administrative Agent, on behalf of the Purchasers, in the Existing
         Receivables, the related Financed Aircraft and Applicable Leases (if
         applicable) and Collections thereon with the same priority thereon as
         in effect immediately prior to the Effective Date and (y) perfect the
         transfer by Raytheon Credit of the Existing Receivables, the related
         Financed Aircraft and Applicable Leases (if applicable) and Collections
         thereon to the Seller pursuant to the Intercompany Purchase Agreement
         shall have been taken.

     6.2 Affirmative Covenants of the Servicer. The Servicer (so long as it is
Raytheon Credit) hereby agrees that, so long as the Commitments remain in
effect, the Outstanding Purchase Price has not been reduced to zero or any other
amount is owing to any Purchaser or the Managing Facility Agent hereunder, the
Servicer shall:

(a)  Compliance with Laws, Etc. Comply in all respects with all applicable
     Requirements of Law and all Contractual Obligations with respect to it, its
     business and properties and all Purchased Receivables and the related
     Contracts and Financed Aircraft except to the extent that failure to comply
     therewith could not reasonably be expected to have a Material Adverse
     Effect.

(b)  Conduct of Business and Maintenance of Existence. Continue to engage in
     business of the same general type as now conducted by it and preserve,
     renew and keep in full force and effect its corporate existence and take
     all reasonable actions to maintain all rights, privileges and franchises
     necessary or desirable in the normal conduct of its business except where
     the failure to preserve and maintain such existence, rights, franchises,
     privileges and qualification could not reasonably be expected to have a
     Material Adverse Effect.

(c)  Maintenance of Property; Insurance. Keep all property useful and necessary
     in its business in good working order and condition; maintain with
     financially sound and reputable insurance companies insurance on all its
     property in at least such amounts and against at least such risks as are
     considered reasonable and prudent by the Servicer; cause each Financed
     Aircraft (including, without limitation, any Financed Aircraft repossessed
     by the Servicer) related to a Purchased Receivable to be covered by
     insurance meeting the requirements of paragraph (w) of the definition of
     "Eligible Receivable"; and furnish to each Purchaser, upon request, full
     information as to the insurance carried.

 
                                      102

(d)  Keeping of Records and Books of Account. Maintain and implement
     administrative and operating procedures (including, without limitation,
     maintaining the ability to recreate records evidencing Purchased
     Receivables in the event of the destruction of the originals thereof), and
     keep and maintain all documents, books (with true and correct entries in
     conformity with generally accepted accounting principles as in effect from
     time to time and all material Requirements of Law), records and other
     information reasonably necessary or advisable for the administration,
     servicing and collection of all Purchased Receivables and the monitoring of
     the Contracts, the related Obligors and Unaffiliated Foreign Lessees and
     Financed Aircraft (including, without limitation, records adequate to
     permit the daily identification of all Collections of and adjustments to
     each Purchased Receivable).

(e)  Location of Records. Keep its chief place of business and chief executive
     office, and the offices where it keeps its records concerning the Purchased
     Receivables and all Contracts related thereto (and all original documents
     relating thereto), at its address referred to in subsection 11.2 or, upon
     30 days' prior written notice to the Managing Facility Agent, at such other
     locations in jurisdictions where all actions required by subsection 6.1(l)
     shall have been taken and completed.

(f)  Access. From time to time during regular business hours upon reasonable
     prior notice, permit the Managing Facility Agent or any Purchaser, or their
     respective agents or representatives (i) to examine and make copies of and
     abstracts from all books, records and documents (including, without
     limitation, computer tapes and disks) in the possession or under the
     control of the Servicer or its Affiliates relating to Purchased
     Receivables, including, without limitation, the related Contracts and
     Financed Aircraft and (ii) to visit the offices and properties of the
     Servicer, its Affiliates or its independent certified public accountants
     for the purpose of examining such materials described in clause (i) above,
     and to discuss matters relating to Purchased Receivables, the Contracts and
     the Financed Aircraft or the Servicer's performance hereunder with any of
     the officers or employees of the Servicer or its Affiliates having
     knowledge of such matters and to discuss the business, operations,
     properties and financial and other condition of the Servicer with such
     officers and with its independent certified public accountants; provided
     that any information, records and materials obtained by the Managing
     Facility Agent or any Purchaser pursuant to this subsection 6.2(f) shall be
     used by the Managing Facility Agent or such Purchaser solely in connection
     with its participation in the transactions contemplated by the Purchase
     Documents (including pursuant to subsections 11.6(b) and (c)) and shall be
     treated as confidential by the Managing Facility Agent or such Purchaser in
     accordance with subsection 11.22. The Servicer hereby consents to the
     disclosure of any non-public information with respect to it as related to
     this transaction and the assets sold hereunder by any SPC to any rating
     agency, commercial paper dealer, or provider of a surety, guaranty or
     credit or liquidity enhancement to that SPC.

(g)  Credit and Collection Policy. Comply in all material respects with the
     Credit and Collection Policy with respect to each Purchased Receivable
     (including but not limited to the calculation of the Finance Charge
     Collections) and the related Contract and Financed Aircraft.

 
                                      103

(i)  Ownership of Affiliate Obligors. The Servicer shall at all times
     beneficially own, directly or indirectly, 100% of each Affiliate Obligor.

                          SECTION 7. NEGATIVE COVENANTS

     7.1 Negative Covenants of the Seller. The Seller hereby agrees that, so
long as the Commitments remain in effect, the Outstanding Purchase Price has not
been reduced to zero or any other amount is owing to any Purchaser or the
Managing Facility Agent hereunder, the Seller shall not:

(a)  Sales, Liens, Etc. Sell, assign (by operation of law or otherwise) or
     otherwise dispose of, or create or suffer to exist any Lien (other than
     Permitted Receivable Liens and other than, but solely with respect to a
     Financed Aircraft, Permitted Aircraft Liens), upon or with respect to, the
     Purchased Receivables, the related Contracts and Financed Aircraft or the
     Collections with respect thereto, or assign any right to receive payments
     in respect thereof other than to the Managing Facility Agent and the
     Purchasers pursuant to this Agreement.

(b)  Extension or Amendment of Purchased Receivables. Extend, amend or otherwise
     modify the terms of any Purchased Receivable, or amend, modify or waive any
     term or condition of any Contract related thereto or permit the Servicer
     (if the Seller or an Affiliate of the Seller is then the Servicer) to do
     any of the foregoing except in the normal course of the Seller's business
     and in accordance with the Credit and Collection Policy or pursuant to
     subsection 7.1(b)(iv)(x) (each, a "Modification"); provided that:

                  (i) any Modification made pursuant to this subsection 7.1(b)
         shall be subject to the provisions of subsection 2.12;

                  (ii) if an Amortization Event shall have occurred and be
         continuing, no Modification shall be made without the prior consent of
         the Required Purchasers if the effect thereof would be to extend the
         then average life of the Purchased Receivables taken as a whole, to
         reduce or increase the Principal Balance of any Purchased Receivable or
         to reduce the amount or rate of interest thereon or to cause the
         Stipulated Aircraft Value under a Contract to be less than the
         Outstanding Balance of the Receivable with respect to such Contract;

                  (iii) if an Amortization Event shall have occurred and be
         continuing, no Modification shall be made without the prior consent of
         each Purchaser if the effect thereof would be to extend the Final
         Payment Date of a Receivable beyond the then latest Final Payment Date
         of all Purchased Receivables;

 
                                      104

                  (iv) the Seller shall not modify the payment terms of any
         Purchased Receivable except (x) in accordance with the Credit and
         Collection Policy, except that, (A) with respect to any GA Receivable,
         the Seller shall not modify the payment terms of any such Purchased
         Receivable more than once after the Closing Date or Settlement Date on
         which such Receivable is sold or substituted pursuant to this Agreement
         or an Existing Agreement, and (B) with respect to a Commuter
         Receivable, (1) no more than an aggregate of 12 monthly principal
         payments may be deferred during the term of any Contract and (2)
         subject to the immediately following sentence, the Final Payment Date
         may not be extended by more than six months and, (y) so long as no
         Amortization Event has occurred and is continuing, the Servicer may
         when necessary to prevent a possible default by the Obligor under any
         Contract or in order to enhance the collectibility of any Receivable,
         defer any scheduled payment of principal, in part or in whole, to a
         later scheduled payment date under such Contract. If, after giving
         effect to the extension of the Final Payment Date of a Purchased
         Receivable pursuant to clause (iv)(x)(B)(2) of the foregoing proviso,
         such extended Final Payment Date exceeds, (I) so long as no Rating
         Event has occurred and is continuing, 13 years from the date of such
         extension and, (II) during the continuance of a Rating Event, 10 years
         from the date of such extension, then on the immediately following
         Settlement Date (or if such date is a Settlement Date, then on such
         date) the Seller shall deposit in the Concentration Account an amount
         equal to the aggregate Principal Collections then scheduled to be paid
         after such 13th year or 10th year, as the case may be, plus, if a
         Trigger Amortization Event has occurred and is continuing, accrued and
         unpaid interest on the amount so deposited at the rate under the
         related Contract except to the extent (without duplication) of any
         payment made pursuant to subsection 2.18 for the Settlement Period
         during which such interest accrued and was not paid by the Obligor
         under such Contract. The amount of any such deposit shall be applied
         and distributed in accordance with subsections 2.15 and 2.16 provided,
         however, that any Purchased Receivable so modified shall be deemed an
         Extended Term Receivable for purposes of subsection 2.15;

                  (v) any Modification made in accordance with this subsection
         7.1(b) shall not cause the Principal Balance of the applicable
         Purchased Receivable to exceed 50% of the Low Wholesale Value of the
         related Financed Aircraft; and

                  (vi) the Seller shall not make any Modification which permits
         the transfer of registered ownership in any Financed Aircraft without
         the consent of the Required Purchasers, unless after giving effect to
         such transfer (and any payments made under the Contract at the time of
         transfer) the related Receivable would satisfy on the date of transfer
         the criteria contained in the definition of Eligible Receivable;
         provided that the provisions of this subsection 7.1(b)(vi) shall not
         apply to a transfer by an Obligor to a wholly-owned Affiliate of such
         Obligor.

 
                                      105

(c)  Change in Business or Credit and Collection Policy. Make any material
     change in the character of its business or, without the prior written
     consent of the Required Purchasers, notify any Obligor to remit payments to
     a location other than that to which such payment would be remitted on the
     Closing Date; make any change in the Credit and Collection Policy without
     prior notice to the Managing Facility Agent and each Purchaser; provided
     that, without the prior consent of the Required Purchasers, the Seller
     shall not make or permit to be made any such change to the Credit and
     Collection Policy if such change could reasonably be expected to materially
     adversely affect the collectibility or maturity of any Purchased Receivable
     or the interests of the Administrative Agent and the Purchasers in any
     Purchased Receivable, the related Contract and Financed Aircraft or the
     Collections with respect thereto.

(d)  No Actions against Obligors. Except in accordance with the Credit and
     Collection Policy, commence or settle any legal action to enforce
     collection of any Purchased Receivable.

(e)  Security Interest to Remain in Force. Release, in whole or in part, any
     Financed Aircraft, or any other collateral securing or guarantee of the
     related Contract (including, but not limited to, any letter of credit
     related thereto issued in favor of the Seller), from the security interest
     granted by such Contract except, that, the Seller may or may permit the
     Servicer to, at its or the Servicer's own expense, (x) substitute engines
     in accordance with subsection 7.1(j) and (y) substitute other parts (other
     than airframes) for any of the parts on any Financed Aircraft as Seller or
     Servicer may deem desirable in the proper conduct of its business;
     provided, however, that for purposes of this clause (y), (i) no such
     substitution(s), individually or in the aggregate, shall diminish the
     utility or remaining useful life of such Financed Aircraft, or materially
     diminish the value, or impair the condition or airworthiness, thereof,
     below the utility, remaining useful life, condition, airworthiness, or
     value thereof immediately prior to such substitution, (ii) no such
     substitution shall affect adversely the Lien on such Financed Aircraft
     (other than the removed avionics) in favor of the Administrative Agent for
     the benefit of the Purchasers (as such Lien was in effect immediately prior
     to such substitution), (iii) the Administrative Agent shall have a Lien on
     the substitute parts with a priority no less than the priority of the Lien
     in favor of the Administrative Agent on the removed parts and (iv) the new
     part shall not be subject to any Liens other than Permitted Aircraft Liens.
     Upon substitution of any engine or other parts on any Financed Aircraft,
     the Lien thereon of the Administrative Agent on behalf of the Purchasers
     shall, without the requirement for any further act, be automatically
     released.

(f)  Limitations on Fundamental Changes. Enter into any merger, consolidation or
     amalgamation, or liquidate, wind up or dissolve itself (or suffer any
     liquidation or dissolution), or convey, sell, lease, assign, transfer or
     otherwise dispose of, all or substantially all of its property, business or
     assets (except for sales and substitutions of Purchased Receivables
     pursuant to this Agreement).

 
                                      106

(g)  Transactions with Affiliates. Enter into any transaction, including,
     without limitation, any purchase, sale, lease or exchange of property or
     the rendering of any service, relating to the administration, servicing and
     collection of the Purchased Receivables, the Collections with respect
     thereto and the related Contracts and Financed Aircraft, with any Affiliate
     unless such transaction is otherwise permitted under this Agreement, is in
     the ordinary course of the Seller's business and is upon fair and
     reasonable terms no less favorable to the Seller than it would obtain in a
     comparable arm's length transaction with a Person not an Affiliate.

(h)  Fiscal Year. Permit the fiscal year of the Seller to end on a day other
     than December 31 without 60 days' prior notice thereof to the Managing
     Facility Agent.

(i)  Assignment of Contracts. Permit any assignment of any Contract by either
     the Seller or Obligor (except for an assignment to the Guarantor) without
     the prior written consent of the Required Purchasers, provided that such
     consent shall not be unreasonably withheld to the extent the Contract so
     provides.

(j)  Substitution of Engines. Permit any engine to be substituted for an engine
     originally annexed to any Financed Aircraft related to a Purchased
     Receivable unless such engine is of the same model number and of the same
     or improved utility, performance and efficiency, of equivalent age and
     equivalent or greater value as the replaced engine.

(k)  Indebtedness. Create, incur, assume or suffer to exist any Indebtedness or
     other liability whatsoever, except (i) Indebtedness owing from time to time
     to Raytheon Credit and incurred to finance a portion of the Purchase Price
     (as defined in the Intercompany Purchase Agreement) of Receivables, the
     payment of which Indebtedness is subordinated to the prior payment in full
     of all amounts owing to the Purchasers, (ii) obligations incurred under
     this Agreement and (iii) other liabilities incurred in the ordinary course
     of business.

(l)  Guarantees. Become or remain liable, directly or contingently, in
     connection with any Indebtedness or other liability of any other Person,
     whether by guarantee, endorsement (other than endorsements of negotiable
     instruments for deposit or collection in the ordinary course of business),
     agreement to purchase or repurchase, agreement to supply or advance funds,
     or otherwise.

(m)  Investments. Make or suffer to exist any loans or advances to, or extend
     any credit to, or make any investments (by way of transfer of property,
     contributions to capital, purchase of stock or securities or evidences of
     indebtedness, acquisition of the business or assets, or otherwise) in, any
     Person except (i) for purchases of Receivables pursuant to the Intercompany
     Purchase Agreement, (ii) for investments in Cash Equivalents in accordance
     with the terms of this Agreement and (iii) the holding of the demand note
     made by RAC or Raytheon Credit in favor of the Seller.

 
                                      107

(n)  Distributions. Declare or pay, directly or indirectly, any dividend or make
     any other distribution (whether in cash or other property) with respect to
     the profits, assets or capital of the Seller or any Person's interest
     therein, or purchase, redeem or otherwise acquire for value any of its
     capital stock now or hereafter outstanding, except that so long as the
     Seller would continue to be Solvent as a result thereof and after giving
     effect thereto and no Amortization Event is continuing or would result
     therefrom, the Seller may declare and pay dividends on its capital stock.

(o)  Agreements. Become a party to, or permit any of its properties to be bound
     by, any indenture, mortgage, instrument, contract, agreement, lease or
     other undertaking, except the Contracts, this Agreement and the
     Intercompany Purchase Agreement or amend or modify the provisions of its
     Certificate of Incorporation or issue any power of attorney except to the
     Managing Facility Agent or the Servicer.

(p)  Intercompany Purchase Agreement. Give any material consent or fail to
     exercise in any material respect any right or privilege under the
     Intercompany Purchase Agreement.

     7.2 Negative Covenants of the Servicer. The Servicer (so long as it is
Raytheon Credit) hereby agrees that, so long as the Commitments remain in
effect, the Outstanding Purchase Price has not been reduced to zero or any other
amount is owing to any Purchaser or the Managing Facility Agent hereunder, the
Servicer shall not:

(a)  No Actions against Obligors. Except in accordance with the Credit and
     Collection Policy, commence or settle any legal action to enforce
     collection of any Purchased Receivable.

(b)  Security Interest to Remain in Force. Except to the extent permitted in
     subsection 7.1(e), release, in whole or in part, any Financed Aircraft, or
     any other collateral securing or guaranteeing the related Contract
     (including, but not limited to, any letter of credit related thereto issued
     in favor of the Seller), from the security interest granted by such
     Contract.

(c)  Limitations on Fundamental Changes. Enter into any merger, consolidation or
     amalgamation, or liquidate, wind up or dissolve itself (or suffer any
     liquidation or dissolution), or convey, sell, lease, assign, transfer or
     otherwise dispose of, all or substantially all of its property, business or
     assets (except for sales and substitutions of Receivables pursuant to the
     Intercompany Purchase Agreement), except that any Subsidiary of the
     Servicer may be merged or consolidated with or into the Servicer (so long
     as the Servicer is the surviving or continuing corporation).

(d)  Transactions with Affiliates. Enter into any transaction, including,
     without limitation, any purchase, sale, lease or exchange of property or
     the rendering of any service, relating to the administration, servicing and
     collection of the Purchased Receivables, the Collections with respect
     thereto and the related Contracts and Financed Aircraft, with any Affiliate
     unless such transaction is otherwise permitted under this Agreement, is in
     the ordinary course of the Servicer's business and is upon fair and
     reasonable terms no less favorable to the Servicer than it would obtain in
     a comparable arm's length transaction with a Person not an Affiliate.

 
                                      108

(e)  Assignment of Contracts. Permit any assignment of any Contract by either
     the Seller or Obligor (except for an assignment to the Guarantor or RAC)
     without the prior written consent of the Required Purchasers, provided that
     such consent shall not be unreasonably withheld to the extent the Contract
     so provides.

                         SECTION 8. AMORTIZATION EVENTS

     8.1 Amortization Events. Any of the following shall constitute an
Amortization Event (whether it occurs before or during the Amortization Period)
hereunder:

(a)  The Seller or the Servicer shall fail to make any deposit or payment
     (including any payment of interest) required to be made by the Seller or
     the Servicer, as the case may be, under this Agreement or any other
     document executed and delivered in connection herewith, including, without
     limitation, any payment or deposit required to be made pursuant to
     subsection 2.6(a), 2.7(b), 2.10, 2.11, 2.12, 2.14(c)(iii), 2.18 or 7.1(b),
     or the Seller or the Servicer (if an Affiliate of the Seller is then the
     Servicer) shall fail to deliver the Settlement Statement, or the Seller or
     the Servicer (if an Affiliate of the Seller is then the Servicer) shall
     fail to take any action required or requested to be taken pursuant to this
     Agreement after an Amortization Event has occurred and is continuing, in
     each case within five days after any such deposit, payment or delivery is
     required to be made or any such action is requested to be taken hereunder;
     or

(b)  Raytheon shall fail to make any payment required under the Guarantee or RAC
     shall fail to make any payment required under the Repurchase Agreement
     within, in each case, five days after any such payment is required to be
     made; or

(c)  intentionally omitted; or

(d)  Any representation or warranty made or deemed made by the Seller, the
     Servicer (if an Affiliate of the Seller is then the Servicer) or Raytheon
     in any Purchase Document to which it is a party or which is contained in
     any certificate, document or financial or other statement furnished at any
     time under or in connection with this Agreement shall prove to have been
     incorrect in any material respect on or as of the date made or deemed made
     by the Seller, the Servicer (if an Affiliate of the Seller is then the
     Servicer) or Raytheon, and shall have continued to be incorrect in such
     material respect for a period of 30 days after such representation or
     warranty was initially made (other than any representation and warranty
     with respect to a Receivable which has been repurchased or substituted
     pursuant to subsection 2.7(b), 2.10, 2.11 or 2.13); or

(e)  (i) The Seller shall default in the observance or performance of, or
     Raytheon shall default under the Guarantee in causing the Seller to observe
     or perform, any agreement contained in subsection 6.1(k) or Section 7.1 or
     (ii) the Servicer shall default in the observance or performance of, or
     Raytheon shall default under the Guarantee in causing the Servicer to
     observe or perform, any agreement contained in subsection 7.2; or

 
                                      109

(f)  Either of the Seller or the Servicer (if an Affiliate of the Seller is then
     the Servicer) shall default in the observance or performance of any other
     agreement (other than subsection 6.1(n), the remedy for which is contained
     in subsection 2.11) contained in this Agreement in any material respect or
     Raytheon shall default in the observance or performance of any agreement
     contained in the Guarantee in any material respect or RAC shall default in
     the observance or performance of any agreement contained in the Repurchase
     Agreement in any material respect (other than as provided in paragraphs (a)
     through (e) of this subsection 8.1), and such default shall continue
     unremedied for a period of 30 days after the earlier of (i) notice of such
     default from the Managing Facility Agent or the Majority Purchasers or (ii)
     knowledge by the Seller, the Servicer (if an Affiliate of the Seller is
     then the Servicer) or Raytheon of any such default, or

(g)  The Debt Ratio of Raytheon shall be greater than (i) 0.65 to 1.0 on the
     last day of any fiscal quarter of Raytheon ending on or before December 31,
     1999, (ii) 0.60 to 1.0 on the last day of any fiscal quarter of Raytheon
     ending during the period commencing January 1, 2000 and ending on December
     31, 2001 or (iii) 0.55 to 1.0 on the last day of any fiscal quarter of
     Raytheon ending thereafter;

(h)  As of the last day of any of Raytheon's fiscal quarters, the Interest
     Coverage Ratio for the period of four consecutive fiscal quarters then
     ending shall be less than 3.0 to 1.0 for such four-quarter period; or

(i)  Raytheon, RAC, Raytheon Credit or the Seller shall default in any payment
     of principal of or interest of any indebtedness for borrowed money (or any
     guarantee thereof) (other than under the Guarantee or the Repurchase
     Agreement) with a principal amount in excess of $25,000,000 when due
     (whether by acceleration, upon maturity or otherwise), beyond the period of
     grace (not to exceed 30 days), if any, provided in the instrument or
     agreement under which such indebtedness (or guarantee) was created; or

(j)  (i) Raytheon, RAC, Raytheon Credit or the Seller shall commence any case,
     proceeding or other action (A) under any existing or future law of any
     jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
     reorganization or relief of debtors, seeking to have an order for relief
     entered with respect to it, or seeking to adjudicate it as bankrupt or
     insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
     liquidation, dissolution, composition or other relief with respect to it or
     its debts, or (B) seeking appointment of a receiver, trustee, custodian or
     other similar official for it or for all or any substantial part of its
     assets; or (ii) there shall be commenced against Raytheon, RAC, Raytheon
     Credit or the Seller any case, proceeding or other action of a nature
     referred to in clause (i) above which (A) results in the entry of an order
     for relief or any such adjudication or appointment or (B) remains
     undismissed, undischarged or unbonded for a period of 60 days from the
     entry thereof; or (iii) there shall be commenced against Raytheon, RAC,
     Raytheon Credit or the Seller any case, proceeding or other action seeking
     issuance of a warrant of attachment, execution, distraint or similar
     process against all or any substantial part of its assets which results in

 
                                      110

     the entry of an order for any such relief which shall not have been
     vacated, discharged, or stayed or bonded pending appeal within 60 days from
     the entry thereof; or (iv) Raytheon, RAC, Raytheon Credit or the Seller
     shall take any action in furtherance of, or indicating its consent to,
     approval of, or acquiescence in, any of the acts set forth in clause (i),
     (ii), or (iii) above; or (v) Raytheon, RAC, Raytheon Credit or the Seller
     shall make a general assignment for the benefit of its creditors or shall
     generally not, or shall be unable to, or shall admit in writing its
     inability to, pay its debts as they become due; or

(k)  Any event or condition shall occur or exist with respect to a Plan that,
     together with all other such events or conditions, if any, could reasonably
     be expected to subject Raytheon or any Commonly Controlled Entity to any
     tax, penalty or other liabilities which in the aggregate could reasonably
     be expected to have a Material Adverse Effect or a material adverse effect
     on the business, assets, property or condition (financial or other) of
     Raytheon and its Subsidiaries taken as a whole; or

(l)  One or more judgments or decrees shall be entered against Raytheon, RAC,
     Raytheon Credit or the Seller involving in the aggregate a liability (not
     paid or fully covered by insurance) of $25,000,000 or more and all such
     judgments or decrees shall not have been vacated, discharged, satisfied,
     stayed or bonded pending appeal within 60 days from the entry thereof;
     provided that no Amortization Event shall be deemed to occur if any such
     judgment or decree is being contested in good faith by appropriate
     proceedings and with respect to which no enforcement proceedings to collect
     any such judgment or enforce any such decree have been commenced which
     could reasonably be expected to have a Material Adverse Effect; or

(m)  The Guarantee shall cease to be in full force and effect or Raytheon shall
     so assert in writing or the Repurchase Agreement shall cease to be in full
     force and effect or RAC shall so assert in writing or;

(n)  The ownership or security interests created under this Agreement or any
     Assignment (including to the extent applicable, each Foreign Assignment)
     shall cease to be in full force and effect or the Seller or any of its
     Affiliates shall so assert in writing, or this Agreement or any Assignment
     (including to the extent applicable, each Foreign Assignment) shall cease,
     for any reason other than acts or omissions of the Managing Facility Agent
     or any Purchaser, to be effective to grant a perfected first-priority
     ownership or security interest in the Purchased Receivables, the related
     Contracts and Financed Aircraft free and clear of any Lien except (i) to
     the extent any of the foregoing are violated prior to the dates set forth
     in subsection 6.1(n) as a result of the failure to make the filings
     referred to therein and required to be made by such dates, (ii) to the
     extent a Lien of the first priority on the related Financed Aircraft is not
     perfected with respect to L/C Receivables, Unsecured Foreign Receivables
     and Existing Uncertified Foreign Receivables, (iii) solely with respect to
     a Purchased Receivable, to the extent the Lien thereon is subject to a
     Permitted Receivable Lien, (iv) solely with respect to a Financed Aircraft,
     to the extent the Lien thereon is subject to Permitted Aircraft Liens or
     (v) to the extent provided in subsection 4.2(b); or

 
                                      111

(o)  (i) Raytheon shall cease to own, directly or indirectly, 100% of the issued
     and outstanding voting stock of RAC, the Seller or Raytheon Credit or (ii)
     Raytheon Credit shall cease to own 100% of the issued and outstanding
     voting stock of the Seller; or

(p)  On any Settlement Date on which Raytheon's Debt Rating is less than A-/A3,
     the ratio, expressed as a percentage, of the aggregate Outstanding Purchase
     Price of all Delinquent Receivables to the Outstanding Purchase Price of
     all Receivables shall be greater than 10%; or

(q)  Raytheon's Debt Rating shall be less than BBB- or Baa3 or Raytheon's
     long-term unsecured senior debt shall not be rated by both S&P and Moody's
     or, if the Seller and the Required Purchasers shall have agreed to use a
     rating agency other than Moody's, S&P or Duff to determine the Debt Rating,
     such Debt Rating shall be less than such level as the Seller and the
     Purchasers, by unanimous consent, shall have agreed; or

(r)  As of any Settlement Date, the Aggregate Repurchase Obligation in effect on
     such Settlement Date, before giving effect to any purchases and
     substitutions on such date but after deducting the Repurchase Price of
     Defaulted Receivables repurchased on such date (whether paid by the Seller,
     RAC or the Guarantor), shall be equal to or less than 75% of the sum of (i)
     25% of the aggregate Outstanding Balances of the 25% Repurchase
     Receivables, (ii) 75% of the aggregate Outstanding Balances of the 75%
     Repurchase Receivables and (iii) 90% of the aggregate Outstanding Balances
     of the 90% Repurchase Receivables, in effect on such Settlement Date,
     before giving effect to any purchases and substitutions on such date and
     before giving effect to any reductions of such Aggregate Repurchase
     Obligation on such date.

     8.2 Rights and Remedies. If an Amortization Event should occur and be
continuing, the Managing Facility Agent and the Purchasers shall have available
the following rights and remedies (unless such Amortization Event is waived
pursuant to subsection 11.1) in addition to any other rights and remedies
available under applicable law, such rights and remedies being cumulative and
not exclusive:

(a)  the Outstanding Purchase Price shall bear interest for the Accrual Period
     in which such Amortization Event occurs, payable on demand, at the Default
     Rate (i) if such event is an Amortization Event specified in subsection
     8.1(a), commencing on the date such Amortization Event occurs and (ii) if
     such Amortization Event is a Note Rate Amortization Event, commencing on
     the date the Revolving Period and the Commitments are terminated pursuant
     to subsection 8.2(b) or, if later, on the date such Note Rate Amortization
     Event occurs; or

(b)  with the consent of the Majority Purchasers, the Managing Facility Agent
     may, or upon the request of the Majority Purchasers, the Managing Facility
     Agent shall, by notice to the Seller declare the Revolving Period and the
     Commitments to be terminated forthwith, whereupon the Revolving Period and
     the Commitments shall immediately terminate; provided that if such event is
     an Amortization Event specified in clause (i) or (ii) of subsection 8.1(j),
     automatically the Revolving Period and the Commitments shall immediately
     terminate; or

 
                                      112

(c)  if such event is a Specified Amortization Event and the Revolving Period
     and the Commitments have been terminated pursuant to subsection 8.2(b), the
     Majority Purchasers may in their sole discretion terminate the appointment
     of Raytheon Credit as the Servicer in accordance with subsection 3.1; or

(d)  if such event is a Specified Amortization Event and the Revolving Period
     and the Commitments have been terminated pursuant to subsection 8.2(b),
     upon five Business Days' notice to the Seller and the Servicer and at the
     Seller's expense, the Managing Facility Agent may, or upon the request of
     the Majority Purchasers the Managing Facility Agent shall, notify, or
     direct the Seller or the Servicer, as the case may be, to notify, the
     Obligors of Purchased Receivables, or any of them, of the ownership of the
     Purchased Receivables by the Purchasers; or

(e)  if such event is a Specified Amortization Event and the Revolving Period
     and the Commitments have been terminated pursuant to subsection 8.2(b), the
     Managing Facility Agent may, or upon the request of the Majority Purchasers
     the Managing Facility Agent shall, direct or request the Seller or the
     Servicer, as the case may be, to direct the Obligors of Purchased
     Receivables, or any of them, that payment of all amounts payable under any
     such Purchased Receivable be made directly to the Managing Facility Agent
     or its designee for the account of the Purchasers; or

(f)  if the Revolving Period and the Commitments have been terminated pursuant
     to subsection 8.2(b), the Managing Facility Agent may, or upon the request
     of the Majority Purchasers the Managing Facility Agent shall, direct the
     Seller or the Servicer, as the case may be, to segregate all cash, checks
     and other instruments received by it from time to time constituting
     Collections on account of any Purchased Receivable in a manner acceptable
     to the Managing Facility Agent and to remit promptly upon receipt all such
     cash, checks and instruments, duly endorsed or with duly executed
     instruments of transfer, to the Managing Facility Agent or its designee for
     the account of the Purchasers; or

(g)  if the Revolving Period and the Commitments have been terminated pursuant
     to subsection 8.2(b), the Managing Facility Agent may, or upon the request
     of the Majority Purchasers the Managing Facility Agent shall, direct the
     Seller or the Servicer, as the case may be, to assemble the documents,
     instruments and other records (including, without limitation, computer
     tapes and disks) which evidence the Purchased Receivables, the related
     Contracts and the related Financed Aircraft, or which are otherwise
     necessary or desirable to collect the Purchased Receivables, and to make
     the same available to the Managing Facility Agent at a place selected by
     the Managing Facility Agent or its designee; or

(h)  if the Revolving Period and the Commitments have been terminated pursuant
     to subsection 8.2(b), the Managing Facility Agent may, or upon the request
     of the Majority Purchasers the Managing Facility Agent shall, direct the
     Seller or the Servicer to convert the Collection Account to a lockbox
     account into which payments on account of the Purchased Receivables are
     remitted or deposited directly and, in connection therewith, the Seller or
     the Servicer shall execute and file such documents and take such actions to
     transfer to the Managing Facility Agent or its agent all post office boxes,
     deposit and other accounts into which Collections are remitted or deposited
     and to grant to the Managing Facility Agent and the Purchasers perfected
     first-priority security and/or ownership interests therein; or

 
                                      113

(i)  if the Revolving Period and the Commitments have been terminated pursuant
     to subsection 8.2(b), the Managing Facility Agent may, or upon the request
     of the Majority Purchasers the Managing Facility Agent shall, direct the
     Seller or the Servicer to take any and all steps in the name of the Seller
     or the Servicer and on behalf of the Managing Facility Agent and the
     Purchasers which may be necessary or desirable, in the determination of the
     Managing Facility Agent (or the Managing Facility Agent and the Majority
     Purchasers, if the Managing Facility Agent is acting at the request of the
     Majority Purchasers), to collect all amounts due under any and all
     Purchased Receivables and the related Contracts and Financed Aircraft,
     including, without limitation, endorsing the name of the Seller on checks
     and other instruments representing Collections in respect of such Purchased
     Receivables and enforcing such Purchased Receivables and the related
     Contracts and Financed Aircraft; or

(j)  if the Revolving Period and the Commitments have been terminated pursuant
     to subsection 8.2(b), the Managing Facility Agent may, or upon the request
     of the Majority Purchasers the Managing Facility Agent shall, take or
     direct the Seller to take any and all steps in the name of the Seller and
     on behalf of the Managing Facility Agent and the Purchasers which may be
     necessary or desirable, in the determination of the Managing Facility Agent
     (or the Managing Facility Agent and the Majority Purchasers, if the
     Managing Facility Agent is acting at the request of the Majority
     Purchasers), to enforce and protect the rights and remedies of the Managing
     Facility Agent and the Purchasers in, to and under the Intercompany
     Purchase Agreement.

     8.3 Waivers. Except as expressly provided herein, presentment, demand,
protest and all other notices of any kind are hereby expressly waived by the
Seller and the Servicer.

                           SECTION 9. INDEMNIFICATIONS

     9.1 Indemnities of the Seller. (a) Without limiting any other rights which
the Managing Facility Agent, any Purchaser or any Affiliate thereof may have
hereunder or under applicable law, the Seller hereby agrees, subject to the
limitations set forth in this Section 9, to indemnify the Managing Facility
Agent, each Administrative Agent, each Co-Administrative Agent, each Purchaser
and each Affiliate thereof (each, an "Indemnified Person") from and against any
and all damages, losses, claims, liabilities and related costs and expenses,
including reasonable attorneys' fees and disbursements (all of the foregoing,
collectively, "Indemnified Amounts") awarded against or incurred by any
Indemnified Person which arise directly or indirectly from:

(i)  any Purchased Receivable which is not an Eligible Receivable at the date of
     its purchase or substitution (which date shall be, for each Existing
     Receivable, the date such Receivable was purchased or substituted under the
     Existing Agreement applicable to such Existing Receivable) or which is an
     Ineligible Receivable as defined in clause (b)(z) of the definition of
     "Ineligible Receivable";

 
                                      114

(ii)   reliance on any representation or warranty made by the Seller (or any of
       their respective officers) under or in connection with this Agreement or
       any Settlement Statement which shall have been false or incorrect in any
       material respect when made or deemed made;

(iii)  the failure by the Seller, any Affiliate Obligor or the Servicer to
       comply with any applicable Requirement of Law in all material respects
       with respect to any Purchased Receivable, the related Contract or
       Financed Aircraft, or the nonconformity in any material respect of any
       Purchased Receivable or the related Contract or Financed Aircraft with
       any such applicable Requirement of Law;

(iv)   the failure (A) of the Administrative Agent to have a valid, perfected
       and first priority security interest in the Financed Aircraft (including
       the Aircraft Accessories) other than with respect to a Registerable Lease
       Receivable, Unsecured Foreign Receivable, Existing Uncertified Foreign
       Receivable or L/C Receivable, (B) with respect to a Registerable Lease
       Receivable, of the Administrative Agent to have a valid, perfected and
       first priority security interest in the Financed Aircraft (including the
       Aircraft Accessories related thereto) or (C) either (1) to vest and
       maintain in any Purchaser a perfected, valid and enforceable first
       priority ownership interest in any Purchased Receivable or (2) to create
       and maintain in favor of the Administrative Agent for the ratable benefit
       of the Purchasers a valid, perfected and first priority security interest
       in such Receivable;

(v)    the failure to file or record any document or instrument (including,
       without limitation, any FAA Assignment or any Foreign Assignment) with
       respect to any Receivables constituting, or purporting to constitute,
       Purchased Receivables, the Contracts or the Financed Aircraft related
       thereto (other than the Financed Aircraft related to the L/C Receivables
       and the Unsecured Foreign Receivables), whether at the time of any
       purchase or at any time thereafter;
                                
(vi)   any dispute, claim, offset or defense (other than discharge in bankruptcy
       of the Obligor) of the Obligor to the payment of any Purchased Receivable
       or of the Unaffiliated Foreign Lessee to the payment of any amount under
       its Applicable Lease (including, without limitation, a defense based on
       such Receivable or the related Contract not being a legal, valid and
       binding obligation of such Obligor or Unaffiliated Foreign Lessee
       enforceable against it in accordance with its terms or any claims based
       on the related Financed Aircraft not conforming to any express or implied
       warranty);

(vii)  any failure of the Seller or the Servicer to perform its duties or
       obligations in any capacity in accordance with the provisions of this
       Agreement, including, without limitation, the turnover of amounts
       pursuant to subsection 2.14 or 2.15;

 
                                      115

(viii) any Lien against or with respect to Purchased Receivables, the
       Collections with respect thereto or the related Contract or Financed
       Aircraft, or any sale, pledge, or assignment (by operation of law or
       otherwise) or other disposition of Collections of Purchased Receivables
       by the Seller or the Servicer;

(ix)   any failure by the Seller, any Affiliate Obligor or the Servicer to
       comply (1) in any material respect with any provision, covenant or other
       promise required to be observed by any such Person under any Contract
       related to any Purchased Receivable or (2), except as otherwise permitted
       by this Agreement, with all provisions of the Credit and Collection
       Policy in all material respects, which failure reduces or impairs the
       rights of the Administrative Agent or any Purchaser with respect to any
       Purchased Receivable or the value of any Purchased Receivable including,
       but not limited to, failure to comply with those provisions of the Credit
       and Collection Policy relating to the cancellation, extension, amendment,
       modification, compromise or settlement of any Purchased Receivable or any
       term thereof, the extension, amendment, modification or waiver of any
       term or condition of any Contract related thereto, the sale, pledge or
       assignment of, or grant of security interest in, any Purchased Receivable
       or the Contract or Financed Aircraft related thereto, any change in the
       character of its business or in the Credit and Collection Policy or the
       commencement or settlement of any legal action to enforce collection of
       any Purchased Receivable;

(x)    any investigation, litigation, or proceeding related to any use of the
       proceeds of any purchase;

(xi)   any casualty loss, property loss or product liability related to (i) the
       Purchasers' ownership of the Purchased Receivables or (ii) the
       Purchasers' security interest in the related Financed Aircraft;

(xii)  the failure of any Purchased Receivable at any time after its sale or
       substitution hereunder or, with respect to the Existing Receivables,
       under the applicable Existing Agreement to satisfy the criteria under
       clause (k) or (l) (including, without limitation, the failure of a
       Permitted Receivable Lien or a Permitted Aircraft Lien to be released or
       bonded in accordance with the definition of each such term) of the
       definition of "Eligible Receivable" (notwithstanding that such criteria
       are required to be satisfied pursuant to such definition on the date a
       Purchased Receivable is sold or substituted); or

(xiii) the execution, delivery, performance, administration and enforcement of
       any of the Purchase Documents.

(b)    Notwithstanding anything to the contrary contained in subsection 9.1(a),
       and with respect to any event of the type described in clause (vi) or
       (xii) of subsection 9.1(a), the Managing Facility Agent, the
       Administrative Agent, the Co-Administrative Agents and the Purchasers
       shall be deemed to have incurred Indemnified Amounts with respect to a
       Purchased Receivable as a result of events described in such clause (vi)
       or (xii) on the earlier of (1) the date on which the Seller becomes aware
       of the event or events of the type described in either of such clauses or
       (2) the date on which the Managing Facility Agent notifies the Seller
       that the event described in either of such clauses has occured.

 
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(c)    Indemnification payments required to be made hereunder shall be payable
       at any time on demand by the Managing Facility Agent at the request of
       the applicable Indemnified Persons and shall be promptly deposited in the
       Concentration Account and paid out to such Indemnified Persons pro rata
       with respect to the Indemnified Amounts incurred and requested by such
       Indemnified Persons.

(d)    The agreements in this Section 9 shall survive the completion of the
       Amortization Period.

       9.2 Limitations of Seller's Liability. () The Seller shall not be
required to indemnify an Indemnified Person pursuant to subsection 9.1 for:

(i)    Indemnified Amounts to the extent resulting from gross negligence or
       willful misconduct on the part of such Indemnified Person; or

(ii)   recourse for non-payment by an Obligor (except as otherwise provided in
       this Agreement) for Defaulted Receivables; or

(iii)  any income, franchise or other similar taxes imposed on any Indemnified
       Person as a result of any of the indemnities provided in subsection
       9.1(a) arising out of or as a result of this Agreement or in respect of
       any Receivables or any Contract; or

(iv)   Indemnified Amounts resulting from actions taken or failed to be taken by
       a successor Servicer that is not an Affiliate of the Seller appointed
       pursuant to subsection 3.1(b).

(b)    Each of the Managing Facility Agent, each Administrative Agent, each Co-
       Administrative Agent and each Purchaser hereby waives, to the maximum
       extent not prohibited by law, any right it may have to claim or recover
       as Indemnified Amounts under this Section 9 any special, exemplary,
       punitive or consequential damages; provided that the waiver contained in
       this subsection 9.2(b) shall not extend to, and the Managing Facility
       Agent, each Administrative Agent, each Co-Administrative Agent and each
       Purchaser does not waive, any right to claim or recover from the Seller
       any special, exemplary, punitive or consequential damages for which an
       Indemnified Person is liable to any Person (other than an Affiliate of
       such Indemnified Person).

       9.3 Proceedings against Indemnified Person. () If any action, suit or
proceeding shall be brought against one or more of the Indemnified Persons in
respect of which indemnity may be sought against the Seller, such Indemnified
Person shall, promptly after receipt of notice of commencement of such action,
suit or proceeding, notify the Seller in writing, enclosing a copy of all papers
served upon such Indemnified Person; provided that the failure so to notify the
Seller shall not relieve it from any liability which it may have under
subsection 9.1 except to the extent that the Seller is prejudiced by such
failure. The Seller may, and upon such Indemnified Person's request shall, at
the Seller's expense, resist and defend such action, suit or proceeding, or
cause the same to be resisted or defended by counsel selected by the Seller. In
the event of any failure by the Seller to resist and defend such suit, action or
proceeding or cause the same to be resisted or defended by counsel reasonably

 
                                      117

satisfactory to such Indemnified Person, the Seller shall pay all reasonable
costs and expenses (including, without limitation, attorney's fees and
disbursements) incurred by such Indemnified Person in connection with such suit,
action or proceeding. In the event that the Seller does assume the defense of
such suit, action or proceeding, the Seller shall have the sole authority to
negotiate, compromise and settle such claim; provided that such Indemnified
Person shall have the right to employ counsel to represent it in connection with
any claim in respect of which indemnity may be sought by such Indemnified Person
against the Seller under such subsection 9.1 if, in the reasonable judgment of
such Indemnified Person, such Indemnified Person may have a conflict with the
Seller, such Indemnified Person shall be entitled to be represented by separate
counsel, and in that event the fees and expenses of such separate counsel shall
be paid by the Seller. In any event, the Indemnified Person shall retain the
right to employ its own counsel, but the Indemnified Person shall, except as
otherwise provided in this subsection 9.3, bear and shall be solely responsible
for its own costs and expenses.

(b)  The Seller shall be subrogated to an Indemnified Person's rights in any
     matter with respect to which the Seller has actually reimbursed such
     Indemnified Person for any amounts for which the Indemnified Person claims
     indemnification hereunder after the Amortization Period ends.

        SECTION 10. THE MANAGING FACILITY AGENT AND ADMINISTRATIVE AGENT

     10.1 Appointment. Each Purchaser hereby irrevocably designates and appoints
Bank of America National Trust and Savings Association, as the Managing Facility
Agent of such Purchaser under this Agreement and the other Purchase Documents
and each such Purchaser irrevocably authorizes Bank of America National Trust
and Savings Association, as the Managing Facility Agent for such Purchaser, to
take such action on its behalf under the provisions of this Agreement and the
other Purchase Documents and to exercise such powers and perform such duties as
are expressly delegated to the Managing Facility Agent by the terms of this
Agreement and the other Purchase Documents, together with such other powers as
are reasonably incidental thereto. Each Purchaser hereby irrevocably designates
and appoints each of Bank of America National Trust and Savings Association and
UBS AG, Stamford Branch (as successor to Swiss Bank Corporation, Stamford
Branch, as successor to Swiss Bank Corporation, New York Branch) as
Administrative Agent under this Agreement and the other Purchase Documents and
to be, or continue to be, jointly or individually, the named party or the
secured party for the benefit of the Purchasers with respect to the Receivables
and the related Aircraft and in and on all presently existing or hereafter
executed financing statements, assignments and continuation statements, FAA
Assignments and other FAA filings and similar filings in foreign jurisdictions
and security interests granted under this Agreement or any predecessor agreement
(including pursuant to Sections 11.11 and 11.12) relating to the Receivables and
the related Aircraft. Each Administrative Agent shall act solely in accordance
with the instructions of the Managing Facility Agent (including pursuant to
Sections 11.10, 11.11 and 11.12) which in the case of the Old Administrative
Agent shall be deemed to include any action taken by the Managing Facility Agent
pursuant to a power of attorney granted by the Old Administrative Agent in favor
of the Managing Facility Agent. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Managing Facility Agent and each Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Purchaser, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Purchase Document or otherwise exist
against the Managing Facility Agent or either Administrative Agent.

 
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     10.2 Delegation of Duties. The Managing Facility Agent and each
Administrative Agent may execute any of its duties under this Agreement and the
other Purchase Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Managing Facility Agent and each Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

     10.3 Exculpatory Provisions. Neither the Managing Facility Agent, each
Administrative Agent, nor any of their respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Purchase Document (except for its or
such Person's own gross negligence or willful misconduct) or (b) responsible in
any manner to any of the Purchasers for any recitals, statements,
representations or warranties made by the Seller, the Servicer or Raytheon or
any officer thereof contained in this Agreement or any other Purchase Document
or in any certificate, report, statement or other document referred to or
provided for in, or received by the Managing Facility Agent or either
Administrative Agent under or in connection with, this Agreement or any other
Purchase Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Purchase Document
or for any failure of the Seller, the Servicer or Raytheon to perform their
respective obligations hereunder or thereunder. The Managing Facility Agent and
each Administrative Agent shall not be under any obligation to any Purchaser to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of (except delivery to it of items
required by Section 5 hereof to be delivered to it), this Agreement or any other
Purchase Document, or to inspect the properties, books or records of the Seller,
the Servicer or Raytheon. Without limiting the foregoing, the Old Administrative
Agent shall not have any liability for (i) any action, or omission to act, which
is made in accordance with the instructions of the Managing Facility Agent or
(ii) the failure to act if it has not received any instructions from the
Managing Facility Agent.

     10.4 Reliance by Managing Facility Agent and Administrative Agent. The
Managing Facility Agent and each Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Seller, the Servicer or Raytheon),
independent accountants and other experts selected by the Managing Facility
Agent or such Administrative Agent. The Managing Facility Agent and each
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Purchase Document unless it shall first
receive such advice or concurrence of the Majority Purchasers as it deems
appropriate or it shall first be indemnified to its satisfaction by the
Purchasers against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action. The Managing Facility
Agent and each Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other
Purchase Documents in accordance with a request of the Required Purchasers or
the Majority Purchasers, as appropriate, and such request and any action taken
or failure to act pursuant thereto shall be binding upon each Purchaser.

 
                                      119

     10.5 Notice of Certain Events. Neither the Managing Facility Agent nor any
Administrative Agent shall be deemed to have knowledge or notice of the
occurrence of an Amortization Event, Discount Event, Rating Event, Remittance
Event or Ineligibility Event (each, an "Occurrence") hereunder unless the
Managing Facility Agent has received notice from a Purchaser, the Seller, the
Servicer, RAC or Raytheon referring to this Agreement, describing such
Occurrence and stating that such notice is a notice thereof. In the event that
the Managing Facility Agent receives such a notice, the Managing Facility Agent
shall promptly give notice thereof to the Purchasers. The Managing Facility
Agent shall take such action with respect to any Amortization Event as shall be
reasonably directed by the Majority Purchasers; provided that unless and until
the Managing Facility Agent shall have received such directions, the Managing
Facility Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to any such Amortization Event as it shall
deem advisable in the best interests of the Purchasers.

     10.6 Non-Reliance on Managing Facility Agent, the Administrative Agent, the
Co-Administrative Agents and the Purchasers. Each Purchaser expressly
acknowledges that neither the Managing Facility Agent, either Administrative
Agent, the Co-Administrative Agents nor any of their officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations
or warranties to it and that no act by the Managing Facility Agent, either
Administrative Agent or the Co-Administrative Agents hereafter taken, including
any review of the affairs of the Seller, the Servicer or Raytheon, shall be
deemed to constitute any representation or warranty by the Managing Facility
Agent, either Administrative Agent or the Co-Administrative Agents to any
Purchaser. Each Purchaser represents to the Managing Facility Agent, each
Administrative Agent and the Co-Administrative Agents that it has, independently
and without reliance upon the Managing Facility Agent, either Administrative
Agent, the Co-Administrative Agents or any other Purchaser, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Seller, the Servicer and Raytheon
and made its own decision to make its purchases hereunder and enter into this
Agreement. Each Purchaser also represents that it will, independently and
without reliance upon the Managing Facility Agent, either Administrative Agent
or the Co-Administrative Agents or any Purchaser, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Purchase Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Seller, the Servicer and Raytheon. Except for notices, reports and other
documents expressly required to be furnished to the Purchasers by the Managing
Facility Agent hereunder, neither the Managing Facility Agent, either
Administrative Agent nor the Co-Administrative Agents shall have any duty or
responsibility to provide any Purchaser with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Seller or Raytheon which may
come into the possession of the Managing Facility Agent, either Administrative
Agent or the Co-Administrative Agents or any of their officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

 
                                      120

     10.7 Indemnification. The Purchasers agree to indemnify the Managing
Facility Agent and each Administrative Agent in its capacity as such (to the
extent not reimbursed by the Seller or Raytheon and without limiting the
obligation of the Seller or Raytheon to do so), ratably according to the
respective amounts of their Commitments, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time after the Outstanding Purchase Price
is reduced to zero) be imposed on, incurred by or asserted against the Managing
Facility Agent or either Administrative Agent in any way relating to or arising
out of this Agreement, any other Purchase Document or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Managing Facility Agent or either
Administrative Agent under or in connection with any of the foregoing; provided
that no Purchaser shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Managing Facility
Agent's or either Administrative Agent's gross negligence or willful misconduct.
The agreements in this subsection shall survive the reduction of the Outstanding
Purchase Price to zero and payment of all other amounts payable hereunder.

     10.8 Managing Facility Agent and Administrative Agent in Their Individual
Capacities. The Managing Facility Agent and each Administrative Agent and their
respective Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Seller, the Servicer, RAC and Raytheon
and their Affiliates as though the Managing Facility Agent were not the Managing
Facility Agent, or such Administrative Agent was not an Administrative Agent,
hereunder and under the other Purchase Documents. With respect to purchases made
by it, the Managing Facility Agent and each Administrative Agent shall have the
same rights and powers under this Agreement and the other Purchase Documents as
any Purchaser and may exercise the same as though it were not the Managing
Facility Agent or an Administrative Agent, as the case may be, and the terms
"Purchaser" and "Purchasers" shall include the Managing Facility Agent and each
Administrative Agent, each in its individual capacity.

     10.9 Successor Managing Facility Agent or Administrative Agent. The
Managing Facility Agent may resign as Managing Facility Agent upon 30 days'
notice to the Purchasers and such resignation shall be effective upon the
earlier of (i) the expiration of such 30 day notice period and (ii) the
appointment of a successor Managing Facility Agent pursuant to the provisions of
this Section 10.9.; provided that, if a successor Managing Facility Agent shall
not have been appointed prior to the end of such 30 day notice period, the
Managing Facility Agent shall remain the Administrative Agent until a successor
Managing Facility Agent is appointed in accordance with this Section 10.9. If
the Managing Facility Agent shall resign as Managing Facility Agent under this
Agreement and the other Purchase Documents, then the Required Purchasers shall
appoint from among the Purchasers a successor agent for the Purchasers, which
successor agent shall, subject to the consent of the Seller and Raytheon (which
consent shall not be unreasonably withheld), succeed to the rights, powers and
duties of the Managing Facility Agent including its rights powers and duties as
Administrative Agent hereunder, and the term "Managing Facility Agent" shall

 
                                      121

mean such successor agent effective upon its appointment, and the former
Managing Facility Agent's rights, powers and duties as Managing Facility Agent
and as an Administrative Agent shall be terminated, without any other or further
act or deed on the part of such former Managing Facility Agent or any of the
parties to this Agreement or any holder of an Assignment. After any retiring
Managing Facility Agent's resignation as Managing Facility Agent, the provisions
of this subsection shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Managing Facility Agent under this Agreement and
the other Purchase Documents. The Old Administrative Agent shall have the right
to resign as an Administrative Agent in accordance with the letter, dated March
17, 1999, among the Old Administrative, Raytheon and the Managing Facility
Agent, relating to the Old Administrative Agent's term as an Administrative
Agent.

                            SECTION 11. MISCELLANEOUS

     11.1 Amendments and Waivers. Neither this Agreement nor any other Purchase
Document nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection. Unless
otherwise specifically provided herein, with the written consent of the Majority
Purchasers, the Managing Facility Agent, the Seller, the Servicer, RAC and
Raytheon may, from time to time, enter into written amendments, supplements or
modifications hereto and to the other Purchase Documents for the purpose of
adding or deleting any provisions to this Agreement or the other Purchase
Documents or changing in any manner the rights of the Purchasers, the Seller,
the Servicer, RAC, or Raytheon hereunder or thereunder or waiving, on such terms
and conditions as the Managing Facility Agent may specify in such instrument,
any of the requirements of this Agreement or the other Purchase Documents;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (a) increase the Commitment of any Purchaser or extend the
Expiration Date or reduce the rate or amount of interest or any fee payable to
any Purchaser hereunder or extend (beyond the applicable period of grace) the
scheduled date for any payment or deposit by the Seller or the Servicer (if not
then the Seller) hereunder, in each case without the consent of the Purchaser
affected thereby, or (b) (i) amend, modify or waive any provision of this
subsection or reduce the percentage specified in or amend the definitions of
"Required Purchasers", or "Majority Purchasers", (ii) consent to the assignment
or transfer by the Seller of any rights and obligations under this Agreement and
the other Purchase Documents, (iii) take action with respect to any Purchased
Receivable pursuant to subsection 7.1(b)(iii), (iv) amend the criteria set forth
in the definition of "Eligible Receivable" or "Ineligible Receivable" or any
definition contained in either such definition if the effect thereof is to
decrease the Seller's or RAC's repurchase obligation, (v) after the occurrence
of a Rating Event release or reassign any material interest of the Purchasers in
the Financed Aircraft (except as provided in subsection 11.10), (vi) release
Raytheon as Guarantor under the Guarantee or make any material modification or
amendment to the Guarantee or release RAC from its obligations under the
Repurchase Agreement or make any material modification or amendment to the
Repurchase Agreement, (vii) release the interest of the Purchasers in the
Intercompany Purchase Agreement, (viii) amend the definition of "Repurchase
Factor" or amend subsection 2.10(b) or any definition contained therein if the

 
                                      122

effect thereof is to decrease the Repurchase Obligation, (ix) amend, modify or
waive any provision of subsection 2.6, 2.18, 2.20(a) or 11.7(a), or (x) amend
the definition of "Purchase Price", without, in each case specified in this
clause (b), the written consent of all the Purchasers, or (c) amend, modify or
waive any provision of Section 10 without the written consent of the then
Managing Facility Agent or (d) waive any Amortization Event (including, any
Trigger Amortization Event, any Specified Amortization Event or any Note Rate
Amortization Event) or its consequences without the written consent of the
Required Purchasers. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Purchasers and shall be binding
upon the Seller, the Servicer, the Purchasers and the Managing Facility Agent.
In the case of any waiver, the Seller, the Servicer, RAC, Raytheon, the
Purchasers and the Managing Facility Agent shall be restored to their former
position and rights hereunder and under any other Purchase Documents, and any
Amortization Event (including, any Trigger Amortization Event, any Specified
Amortization Event or any Note Rate Amortization Event) waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Amortization Event, Trigger Amortization Event, Specified
Amortization Event or Note Rate Amortization Event, or impair any right
consequent thereon.

          Notwithstanding any of the provisions of this Section 11.1 no
          provision of the Agreement which affects the rights or obligations
          of the Old Administrative Agent shall be amended without the written
          consent of the Old Administrative Agent.

     11.2 Notices. (a) All notices, requests, demands and consents to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy or telex), and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or three Business
Days after being deposited in the mail, postage prepaid, or, in the case of
telecopy notice, when received, or, in the case of telex notice, when sent,
answerback received, addressed as follows in the case of the Seller and the
Managing Facility Agent, and as set forth in Schedule I in the case of the
Co-Administrative Agents and any Purchaser, or to such other address as may be
hereafter notified by the respective parties hereto:

          The Seller:               Raytheon Aircraft Receivables Corporation
                                    9709 East Central
                                    Wichita, Kansas  67206
                                    Attention:  Daniel Smartt
                                    Telephone:  (316) 676-7166
                                    Telecopy:  (316) 676-6975

          The Servicer:             Raytheon Aircraft Credit Corporation
                                    9709 East Central Avenue
                                    Wichita, Kansas  67206
                                    Attention:  Daniel Smartt
                                    Telephone:  (316) 676-7673
                                    Telecopy:  (316) 676-6975

 
                                      123

   The Managing Facility Agent:     Bank of America National Trust and
                                    Savings Association
                                    Agency Management 10831
                                    1455 Market Street, 12th Floor
                                    San Francisco, California  94103
                                    Attention: Patrick W. Zetzman
                                    Telephone: (415) 436-2776
                                    Telecopy: (415) 436-3425

                                    With a copy to:

                                    Bank of America National Trust and
                                    Savings Association
                                    Agency Administrative Services 5596
                                    1850 Gateway Boulevard, 5th Floor
                                    Concord, California  94520-3282
                                    Attention:  Irene R. Ruddell
                                    Telephone:  (925) 675-8441
                                    Telecopy:   (925) 675-8500
                                    Account No.: 12335-16573

         ; provided that any notice, request or demand to or upon the Managing
         Facility Agent or the Purchasers pursuant to subsection 2.2, 2.3, 2.8
         or 2.20 shall not be effective until received.

(b)  The Managing Facility Agent agrees to promptly notify the Purchasers of (i)
     each address of the Seller or the Servicer forwarded to the Managing
     Facility Agent under subsection 6.1(f) or 6.2(e), respectively, and (ii)
     any change in the fiscal year of the Seller under subsection 7.1(h).

     11.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Managing Facility Agent, either Administrative
Agent or any Purchaser, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

     11.4 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement.

 
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     11.5 Payment of Expenses and Taxes. The Seller agrees (a) to pay or
reimburse the Managing Facility Agent and each Administrative Agent for all its
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Agreement, the other Purchase Documents, any Commitment Transfer Supplement
executed and delivered pursuant to subsection 11.6 and any other document
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
Managing Facility Agent and such Administrative Agent, (b) to pay or reimburse
each Purchaser, the Managing Facility Agent and each Administrative Agent for
all its respective costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other
Purchase Documents and any such other documents, including, without limitation,
reasonable fees and disbursements of counsel to the Managing Facility Agent,
such Administrative Agent and to the several Purchasers (including, but not
limited to, allocated costs of in-house counsel and costs incurred by counsel
with respect to the Foreign Receivables and the Affiliate Receivables), and (c)
to pay, indemnify, and hold each Purchaser, the Managing Facility Agent, each
Administrative Agent and each Co-Administrative Agent harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, which
may be payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, this Agreement, the other Purchase Documents
and any such other documents (all the foregoing, collectively, the "indemnified
liabilities"), provided, that the Seller shall have no obligation hereunder to
the Managing Facility Agent, either Administrative Agent or any Purchaser (each,
an "Indemnitee") with respect to indemnified liabilities arising from (i) the
gross negligence or willful misconduct of such Indemnitee, (ii) legal
proceedings commenced against such Indemnitee by any security holder or creditor
thereof arising out of and based upon rights afforded any such security holder
or creditor solely in its capacity as such, or (iii) legal proceedings commenced
against such Indemnitee by any other Purchaser or by any Transferee. The
agreements in this subsection shall survive the completion of the Amortization
Period.

     11.6 Successors and Assigns; Participations; Purchasing Parties.

(a)  This Agreement shall be binding upon and inure to the benefit of the
     Seller, the Purchasers, the Co-Administrative Agents, the Managing Facility
     Agent, the Administrative Agent and their respective successors and
     assigns, except that (i) the Seller may not assign or transfer any of its
     rights or obligations under this Agreement without the prior written
     consent of the Managing Facility Agent, the Administrative Agent and each
     Purchaser and (ii) certain governmental authorities in foreign
     jurisdictions may require the completion of certain procedures in order for
     any such assignment to be effective with respect to the Foreign Receivables
     and the Affiliate Receivables.

 
                                      125

(b)  Any Purchaser may, in the ordinary course of its commercial banking
     business and in accordance with applicable law, at any time sell to one or
     more banks or other entities ("Participants") participating interests in
     such Purchaser's Outstanding Purchase Price, the Commitment of such
     Purchaser or any other interest of such Purchaser hereunder and under the
     other Purchase Documents. In the event of any such sale by a Purchaser of
     participating interests to a Participant, such Purchaser's obligations
     under this Agreement to the other parties to this Agreement shall remain
     unchanged, such Purchaser shall remain solely responsible for the
     performance thereof, such Purchaser shall be the "Purchaser" for all
     purposes under this Agreement and the other Purchase Documents, and the
     Seller and the Managing Facility Agent shall continue to deal solely and
     directly with such Purchaser in connection with such Purchaser's rights and
     obligations under this Agreement and the other Purchase Documents. The
     Seller agrees that, upon the occurrence and continuance of a Rating Event
     and an Amortization Event of the type described in subsection 8.1(a), (b),
     (i) or (j), each Participant shall be deemed to have the right of setoff in
     respect of its participating interest in amounts owing under this Agreement
     to the same extent as if the amount of its participating interest were
     owing directly to it as a Purchaser under this Agreement; provided that
     such Participant shall only be entitled to such right of setoff pursuant to
     this sentence if it shall have agreed in the agreement pursuant to which it
     shall have acquired its participating interest to share with the Purchasers
     the proceeds thereof as provided in subsection 11.7. The Seller also agrees
     that each Participant shall be entitled to the benefits of subsections
     2.22, 2.23 and 2.24 and 11.5 with respect to its participation in the
     Commitments and the Outstanding Purchase Price; provided that no
     Participant shall be entitled to receive any greater amount pursuant to
     such subsections than the transferor Purchaser would have been entitled to
     receive in respect of the amount of the participation transferred by such
     transferor Purchaser to such Participant had no such transfer occurred.
     Promptly after the sale of any such participation, the selling Purchaser
     shall give the Managing Facility Agent notice of the amount sold and the
     identity of the Participant.

(c)  Any Purchaser may, in the ordinary course of its commercial banking
     business and in accordance with applicable law, at any time sell to any
     Purchaser or any affiliate thereof and, with the consent of the Seller and
     the Managing Facility Agent (which in each case shall not be unreasonably
     withheld), to one or more additional financial institutions (each, a
     "Purchasing Party") all or any part of such Purchaser's Outstanding
     Purchase Price, the Commitment of such Purchaser or any other interest of
     such Purchaser hereunder and under the other Purchase Documents; provided
     that such assignment shall be in a minimum amount of $1,000,000 unless such
     assignment is to a financial institution not then a party to this
     Agreement, in which case such assignment shall be in a minimum amount of
     $10,000,000. Each such assignment shall be made pursuant to a Commitment
     Transfer Supplement executed by such Purchasing Party, such Transferor
     Purchaser and, in the case of a Purchasing Party that is not then a
     Purchaser or an Affiliate thereof, by the Seller and the Managing Facility
     Agent, and delivered to the Managing Facility Agent for its acceptance and
     recording in the Register. Any SPC may, without obtaining any consent

 
                                      126

     hereunder, assign all or a portion of its interests in any Purchased
     Receivable under this Agreement to its SPC Bank, its Liquidity Bank or
     another SPC managed by the same SPC Bank as such SPC. Each such assignment
     shall be made pursuant to written notice (a "Transfer Notice") delivered to
     the Managing Facility Agent for recording in the Register. Upon the
     execution, delivery, acceptance (if required) and recording of any Transfer
     Notice or Commitment Transfer Supplement, as the case may be, from and
     after the Transfer Effective Date determined pursuant to such Commitment
     Transfer Supplement (or after the effective date set forth in the Transfer
     Notice), (x) the Purchasing Party thereunder shall be a party hereto and,
     to the extent provided in such Commitment Transfer Supplement (or such
     Transfer Notice, as the case may be), have the rights and obligations of a
     Purchaser hereunder with a Commitment as set forth therein, and (y) the
     transferor Purchaser thereunder shall, to the extent provided in such
     Commitment Transfer Supplement (or such Transfer Notice, as the case may
     be), be released from its obligations under this Agreement (and, in the
     case of a Commitment Transfer Supplement, or Transfer Notice, as the case
     may be, covering all or the remaining portion of a transferor Purchaser's
     rights and obligations under this Agreement, such transferor Purchaser
     shall cease to be a party hereto). Such Commitment Transfer Supplement (or
     such Transfer Notice, as the case may be) shall be deemed to amend this
     Agreement to the extent, and only to the extent, necessary to reflect the
     addition of such Purchasing Party and the resulting adjustment of
     Commitment Percentages or Available Commitment Percentages arising from the
     purchase by such Purchasing Party of all or a portion of the rights and
     obligations of such transferor Purchaser under this Agreement.

(d)  The Managing Facility Agent shall maintain at its address referred to in
     subsection 11.2 a copy of each Commitment Transfer Supplement and each
     Transfer Notice delivered to it and a register (the "Register") for the
     recordation of the names and addresses of the Purchasers and the Commitment
     of, and proportionate share of the Outstanding Purchase Price from time to
     time payable to, each Purchaser from time to time. The entries in the
     Register shall be conclusive, in the absence of manifest error, and the
     Seller, the Managing Facility Agent and the Purchasers may treat each
     Person whose name is recorded in the Register as the holder of the
     Commitment recorded therein for all purposes of this Agreement. The
     Register shall be available for inspection by the Seller, the Servicer or
     any Purchaser at any reasonable time and from time to time upon reasonable
     prior notice to the Managing Facility Agent.

(e)  Upon its receipt of a Commitment Transfer Supplement or a Transfer Notice
     executed by a transferor Purchaser and Purchasing Party (and, in the case
     of a Purchasing Party that is not then a Purchaser or an Affiliate thereof,
     by the Seller and the Managing Facility Agent) and, except in the case of a
     transfer from an SPC to its Liquidity Bank, payment by the transferor
     Purchaser or the Purchasing Party of a servicing fee of $3,500 to the
     Managing Facility Agent, the Managing Facility Agent shall (i) promptly
     accept such Commitment Transfer Supplement or Transfer Notice, as the case
     may be, and (ii) on the Transfer Effective Date determined pursuant thereto
     record the information contained therein in the Register and give notice of
     such acceptance and recordation to the Seller, such transferor Purchaser
     and such Purchasing Party.

 
                                      127

(f)  The Seller authorizes each Purchaser to disclose to any Participant or
     Purchasing Party (each, a "Transferee") and any prospective Transferee any
     and all financial information in such Purchaser's possession concerning the
     Seller and its Affiliates which has been delivered to such Purchaser by or
     on behalf of the Seller pursuant to this Agreement or which has been
     delivered to such Purchaser by or on behalf of the Seller in connection
     with such Purchaser's credit evaluation of the Seller and its Affiliates
     prior to becoming a party to this Agreement; provided that such Transferee
     or such prospective Transferee shall have agreed in writing to be bound by
     the same confidentiality provisions as a Purchaser with respect to all
     information delivered hereunder.

(g)  If, pursuant to this subsection, any interest in this Agreement is
     transferred to any Transferee which is organized under the laws of any
     jurisdiction other than the United States or any state thereof, the
     transferor Purchaser shall cause such Transferee, concurrently with the
     effectiveness of such transfer, (i) to represent to the transferor
     Purchaser (for the benefit of the transferor Purchaser, the Managing
     Facility Agent, Raytheon, RAC, the Servicer and the Seller) that under
     applicable law and treaties no taxes will be required to be withheld by the
     Managing Facility Agent, the Seller, Raytheon, RAC, the Servicer or the
     transferor Purchaser with respect to any payments to be made to such
     Transferee in respect of the Outstanding Purchase Price, (ii) to furnish to
     the transferor Purchaser (and, in the case of any Purchasing Party
     registered in the Register, the Managing Facility Agent and the Seller) (A)
     either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
     Service Form 1001 (wherein such Transferee claims entitlement to complete
     exemption from U.S. federal withholding tax on all interest payments
     hereunder) and (B) an Internal Revenue Service Form W-8 or W-9 and (iii) to
     agree (for the benefit of the transferor Purchaser, the Managing Facility
     Agent, Raytheon, RAC and the Seller) to provide the transferor Purchaser
     (and, in the case of any Purchasing Party registered in the Register, the
     Managing Facility Agent and the Seller) a new Form 4224 or Form 1001, or
     Form W-8 or W-9, if applicable, upon the expiration or obsolescence of any
     previously delivered form and comparable statements in accordance with
     applicable U.S. laws and regulations and amendments duly executed and
     completed by such Transferee, and to comply from time to time with all
     applicable U.S. laws and regulations with regard to such withholding tax
     exemption.

(h)  Nothing herein shall prohibit any Purchaser from pledging or assigning its
     interests hereunder to any Federal Reserve Bank in accordance with
     applicable law or prohibit any SPC from pledging or assigning its interests
     hereunder to its SPC Bank.

     11.7 Adjustments; Set-off.

 
                                      128

(a)  If any Purchaser (a "Benefitted Purchaser") shall at any time receive any
     payment of all or part of its Outstanding Purchase Price, or interest
     thereon, or receive any collateral in respect thereof (whether voluntarily
     or involuntarily, by set-off, pursuant to events or proceedings of the
     nature referred to in subsection 8.1(j) or pursuant to the Guarantee, the
     Repurchase Agreement or otherwise), in a greater proportion than any such
     payment to or collateral received by any other Purchaser, if any, in
     respect of such other Purchaser's Outstanding Purchase Price, or interest
     payable thereon, such Benefitted Purchaser shall purchase for cash from the
     other Purchasers such portion of each such other Purchaser's Outstanding
     Purchase Price, or shall provide such other Purchasers with the benefits of
     any such collateral, or the proceeds thereof, as shall be necessary to
     cause such Benefitted Purchaser to share the excess payment or benefits of
     such collateral or proceeds ratably with each of the Purchasers; provided,
     however, that if all or any portion of such excess payment or benefits is
     thereafter recovered from such Benefitted Purchaser, such purchase shall be
     rescinded, and the Purchase Price and benefits returned, to the extent of
     such recovery, but without interest. The Seller agrees that each Purchaser
     so purchasing a portion of another Purchaser's Outstanding Purchase Price
     may exercise all rights of payment (including, without limitation, rights
     of set-off) with respect to such portion as fully as if such Purchaser were
     the direct holder of such portion.

(b)  In addition to any rights and remedies of the Purchasers provided by law,
     each Purchaser shall have the right, without prior notice to the Seller,
     any such notice being expressly waived by the Seller to the extent
     permitted by applicable law, upon the occurrence and continuance of a
     Rating Event or an Amortization Event of the type described in subsection
     8.1(a), (b), (i) or (j), to set-off and appropriate and apply against such
     amount any and all deposits (general or special, time or demand,
     provisional or final), in any currency, and any other credits, indebtedness
     or claims, in any currency, in each case whether direct or indirect,
     absolute or contingent, matured or unmatured, at any time held or owing by
     such Purchaser or any branch or agency thereof to or for the credit or the
     account of the Seller. Each Purchaser agrees promptly to notify the Seller
     and the Managing Facility Agent after any such set-off and application made
     by such Purchaser, provided that the failure to give such notice shall not
     affect the validity of such set-off and application.

     11.8 Responsibilities of the Seller. Anything herein to the contrary
notwithstanding:
                  
(a)  the Seller shall perform all of its obligations under Contracts related to
     the Purchased Receivables to the same extent as if such Purchased
     Receivables had not been sold hereunder and the exercise by either
     Administrative Agent or the Managing Facility Agent or any Purchaser of any
     of their rights hereunder shall not relieve the Seller from such
     obligations or its obligations with respect to such Purchased Receivables;
     and

 
                                      129

(b)  neither Administrative Agent, nor the Managing Facility Agent nor any
     Purchaser shall have any obligation or liability with respect to any
     Purchased Receivables or the related Contracts or Financed Aircraft, nor
     shall any of them be obligated to perform any of the obligations of the
     Seller thereunder.

     11.9 Optional Repurchase. If the Outstanding Purchase Price at any time
during the Amortization Period is less than 10% of the maximum Outstanding
Purchase Price at any time during the Revolving Period, then on any Settlement
Date thereafter the Seller may, by 10 days prior irrevocable notice to the
Managing Facility Agent, repurchase the ownership interests in the Purchased
Receivables by payment to the Managing Facility Agent for the account of the
Purchasers of an amount equal to the sum of (i) the Outstanding Purchase Price
on such Settlement Date, (ii) interest accrued to such Settlement Date and (iii)
all other amounts payable to the Managing Facility Agent and the Purchasers
under this Agreement.

     11.10 Reassignments. (a) The Purchasers (or a Dissenting Purchaser, as the
case may be) shall assign (subject to the Purchasers' right to receive Net
Recoveries in certain circumstances as described herein) to the Seller all their
(or its) ownership interests in any Purchased Receivable (or portion thereof)
sold hereunder (i) which has been repurchased pursuant to subsection 2.8(b) or
2.13(c) (in the case of repurchases from a Dissenting Purchaser) or subsection
2.7(b), 2.10, 2.11, 2.12, or 11.9 (in all other cases) or for which an indemnity
in an amount satisfactory to the Managing Facility Agent and the Purchasers has
been paid pursuant to subsection 9.1(a)(vi) or 9.1(a)(xii) or (ii) when the
Principal Balance of any such Purchased Receivable has been reduced to zero. In
connection with reassignments pursuant to this subsection 11.10(a), the Managing
Facility Agent, the Administrative Agent and the Purchasers shall promptly
execute and deliver to the Seller, at the Seller's expense, such documents and
instruments of reassignment as the Seller may reasonably request.

(b)  With respect to any Contract for which all amounts outstanding thereunder
     (including accrued interest) are paid prior to the Final Payment Date of
     such Contract, and upon receipt by the Managing Facility Agent of
     certification by the Servicer of such prepayment in full, the
     Administrative Agent agrees to execute such documents and instruments
     (including releases of security interests) for recording and filing with
     the FAA Registry which are necessary to release the Lien on the related
     Financed Aircraft as a result of such prepayment in full. In order to
     facilitate the business operations of the Seller and the Servicer, the
     Administrative Agent may provide the Servicer with a limited number of
     executed releases; provided that, the Servicer shall not file any such
     release without the written consent of the Managing Facility Agent;
     provided further that, the Servicer shall promptly return all such releases
     to the Managing Facility Agent upon the occurrence of an Amortization Event
     or if the Managing Facility Agent shall so request. With respect to any
     substitution of Lease Receivables made pursuant to subsection 2.13(e), the
     Administrative Agent agrees to execute such documents and instruments

 
                                      130

     (including releases of security interests) for recording and filing with
     the FAA Registry which are necessary (i) to release the Lien on the lease
     related to the Replaced Lease Receivable so long as, prior to or
     concurrently with the recording and filing with the FAA Registry of any
     such document or instrument of release, the conditions contained in
     subsection 5.2(e) with respect to the lease and the Financed Aircraft
     related to the Substituted Lease Receivable substituted for such Replaced
     Lease Receivable have been satisfied and (ii) if amounts are required to be
     paid pursuant to subsection 2.13(e) because the Outstanding Balance of the
     Replaced Lease Receivable is greater than the Purchase Price of the
     Substituted Lease Receivable at the time the substitution occurs have been
     so paid, to release the Financed Aircraft related to such Replaced Lease
     Receivable. Each Purchaser authorizes the Administrative Agent to execute
     such documents and instruments in accordance with this subsection 11.10(b)
     and with respect to Foreign Receivables and Affiliate Receivables, except
     for Uncertified Foreign Receivables, to take whatever action is necessary
     to release any Liens in accordance with the intent of this subsection
     11.10(b).

(c)  In connection with any Receivable not purchased by the Purchasers hereunder
     for which an FAA Assignment was filed with respect to the related Financed
     Aircraft, the Administrative Agent agrees to promptly execute such
     documents and instruments for recording and filing with the FAA Registry
     which are necessary to reassign to the Seller the interests covered by such
     FAA Assignment in such Financed Aircraft and to take whatever actions with
     respect to any Foreign Receivable and any Affiliate Receivables are
     necessary to effect a reassignment in the applicable foreign jurisdictions.

(d)  The Purchasers shall assign (subject to the Purchasers' right to receive
     Net Recoveries in certain circumstances as described herein) to Raytheon
     all of their ownership interests in any Receivable (or portion thereof)
     purchased by Raytheon pursuant to paragraph 2(e) of the Guarantee. In
     addition, the Purchasers shall assign (subject to the Purchasers' right to
     receive Net Recoveries in certain circumstances as described herein) to RAC
     all of their ownership interests in any Receivable (or portion thereof)
     purchased by RAC pursuant to Section 2 of the Repurchase Agreement. In
     connection with reassignments pursuant to this subsection 11.10(d), the
     Managing Facility Agent, the Administrative Agent and the Purchasers shall
     promptly execute and deliver to Raytheon or RAC, as appropriate, such
     documents and instruments of reassignment as Raytheon or RAC, as the case
     may be, may reasonably request.

(e)  All reassignments by the Managing Facility Agent, the Administrative Agent
     and the Purchasers pursuant to this Section 11.10 shall be made without any
     recourse, representation or warranty whatsoever.

 
                                      131

     11.11 Intention of the Parties; Lien on Intercompany Purchase Agreement.
(a) It is expressly intended that each purchase hereunder be, and be construed
as, an absolute sale of the Purchased Receivables by the Seller to the
Purchasers conveying good title thereto free and clear of any Lien, and that the
Purchased Receivables not be part of the estate of the Seller in the event of
bankruptcy or insolvency of the Seller. It is further expressly intended that
such conveyance not be deemed a pledge of the Purchased Receivable by the Seller
to the Purchasers or the Administrative Agent for the ratable benefit of the
Purchasers to secure a debt or other obligation of the Seller. However, in the
event that the Purchased Receivables are held to be the property of the Seller,
or if for any other reason this Agreement is held or deemed not to effect an
absolute sale of the Purchased Receivables, then () the parties hereto intend
that the extensions of credit from the Purchasers to the Seller shall be a loan
in a principal amount equal to the then Outstanding Purchase Price with interest
payable thereon pursuant to subsection 2.17, (ii) the parties hereto intend that
this Agreement constitute a security agreement and (iii) the Seller hereby
grants to the Administrative Agent for the ratable benefit of the Purchasers, as
collateral security for all of the obligations of the Seller and Raytheon Credit
hereunder, a first priority security interest in all of the right, title and
interest of the Seller whether now owned or hereafter acquired, in and to:

                  (A) all accounts, contract rights, general intangibles,
         chattel paper, instruments, documents, proceeds of a letter of credit
         and money consisting of, arising from, constituting or relating to the
         Purchased Receivables (including, without limitation, amounts from time
         to time on deposit in the Cash Collateral Account or the Concentration
         Account);

                  (B) all of the Seller's rights in, under and to the Contracts
         and its interest in the related Financed Aircraft, including any
         security interests in such Financed Aircraft, and the Applicable
         Leases;

                  (C) all accounts, contract rights, general intangibles,
         chattel paper, instruments, documents and money and other rights
         arising from or by virtue of or constituting the Collections; and

                  (D) all proceeds of the collateral described in the foregoing
         clauses A, B and C (clauses A through D, collectively, the "Receivables
         Collateral").

(b)  In connection with the transfer of the Receivables Collateral as aforesaid
     (whether or not such transfer constitutes a sale or the grant of a Lien)
     the Seller hereby grants to the Administrative Agent for the ratable
     benefit of the Purchasers, as collateral security for all of the
     obligations of the Seller and Raytheon Credit hereunder, a first priority
     security interest in all of the right, title and interest of the Seller,
     whether now owned or hereafter acquired, in and to the Intercompany
     Purchase Agreement, including, without limitation, the obligation of
     Raytheon Credit to make repurchases thereunder (together with the
     Receivables Collateral, the "Collateral").

 
                                      132

(c)  In connection herewith, if this Agreement is held or deemed not to effect
     on absolute sale of the Purchased Receivables to the Purchasers, the
     Managing Facility Agent and each Purchaser shall have all the rights and
     remedies of a secured party and a creditor under the UCC and all other
     applicable laws in each relevant jurisdiction. Without limiting the
     generality of the foregoing, upon the occurrence and during the continuance
     of a Trigger Amortization Event, if this Agreement is held or deemed not to
     effect an absolute sale of the Purchased Receivables to the Purchasers,
     with the consent of the Required Purchasers the Managing Facility Agent
     may, or at the direction of the Required Purchasers, the Managing Facility
     Agent shall, by notice to the Seller, declare the Outstanding Purchase
     Price to be immediately due and payable, whereupon such amount shall become
     immediately due and payable and, at such time or at any time after such
     declaration, the Administrative Agent, without demand of performance or
     other demand, presentment, protest, advertisement or notice of any kind
     (except any notice required by law referred to below) to or upon the Seller
     or any other Person (all and each of which demands, defenses,
     advertisements and notices are hereby waived), may in such circumstances
     forthwith collect, receive, appropriate and realize upon the Collateral, or
     any part thereof, and/or may forthwith sell, lease, assign, give option or
     options to purchase, or otherwise dispose of and deliver the Collateral or
     any part thereof (or contract to do any of the foregoing), in one or more
     parcels at public or private sale or sales, at any exchange, broker's board
     or office of the Administrative Agent or any Purchaser or elsewhere upon
     such terms and conditions as it may deem advisable and at such prices as it
     may deem best, for cash or on credit or for future delivery without
     assumption of any credit risk. The Administrative Agent or any Purchaser
     shall have the right upon any such public sale or sales, and, to the extent
     permitted by law, upon any such private sale or sales, to purchase the
     whole or any part of the Collateral so sold, free of any right or equity of
     redemption in the Seller, which right or equity is hereby waived or
     released. The Seller further agrees, at the Administrative Agent's request,
     to assemble the Collateral and make it available to the Administrative
     Agent at places which the Administrative Agent shall reasonably select,
     whether at the Seller's premises or elsewhere. The Administrative Agent
     shall apply the net proceeds of any such collection, recovery, receipt,
     appropriation, realization or sale, after deducting all reasonable costs
     and expenses of every kind incurred therein or incidental to the care or
     safekeeping of any of the Collateral or in any way relating to the
     Collateral or the rights of the Administrative Agent and the Purchasers
     hereunder, including, without limitation, reasonable attorneys' fees and
     disbursements, to the payment in whole or in part of the Obligations, in
     such order as the Administrative Agent in its reasonable discretion may
     elect, and only after such application and after the payment by the
     Administrative Agent of any other amount required by any provision of law,
     including, without limitation, Section 9-504(1)(c) of the UCC in the
     relevant jurisdiction, need the Administrative Agent account for the
     surplus, if any, to the Seller. To the extent permitted by applicable law,
     the Seller waives all claims, damages and demands it may acquire against
     the Administrative Agent or any Purchaser arising out of the exercise by
     them of any rights hereunder. If any notice of a proposed sale or other
     disposition of Collateral shall be required by law, such notice shall be
     deemed reasonable and proper if given at least 10 days before such sale or
     other disposition. The Seller shall remain liable for any deficiency if the
     proceeds of any sale or other disposition of the Collateral are
     insufficient to pay the Obligations and the fees and disbursements of any
     attorneys employed by the Administrative Agent or any Purchaser to collect
     such deficiency. The Seller authorizes the Administrative Agent and the
     Purchasers, at any time and from time to time, to execute, in connection
     with the sale provided for in this subsection 11.11(c), any endorsements,
     assignments or other instruments of conveyance or transfer with respect to
     the Collateral.

 
                                      133

(d)  Each Administrative Agent's sole duty with respect to the custody,
     safekeeping and physical preservation of the Collateral in its possession,
     under Section 9-207 of the UCC in the relevant jurisdiction or otherwise,
     shall be to deal with it in the same manner as such Administrative Agent
     deals with similar property for its own account. Neither the Managing
     Facility Agent, either Administrative Agent, any Co-Administrative Agent,
     any Purchaser nor any of their respective directors, officers, employees or
     agents shall be liable for failure to demand, collect or realize upon all
     or any part of the Collateral or for any delay in doing so or shall be
     under any obligation to sell or otherwise dispose of any Collateral upon
     the request of the Seller or otherwise. Nothing in this subsection 11.11
     shall be construed to prejudice any rights the Purchasers have as
     purchasers or owners of the Purchased Receivables.

(e)  The foregoing transfer, assignment, set-over and conveyance does not
     constitute and is not intended to result in the creation or an assumption
     by either Administrative Agent or any Purchaser of any obligation of the
     Seller, the Servicer or any other Person in connection with the Purchased
     Receivables or any agreement or instrument relating thereto, including,
     without limitation, any obligation to any Obligors or insurers, or in
     connection with the Intercompany Purchase Agreement.

     11.12 Leases; Grant of Security Interest. () The Seller agrees to perform
and to cause each Affiliate Obligor to perform all its respective obligations
under (other than the payment by such Affiliate Obligor of the rent payable
under such Lease), and not to terminate or to permit (voluntarily or
involuntarily, whether during a bankruptcy case involving the Seller or such
Affiliate Obligor or otherwise) the termination of, any Applicable Lease or any
lease related to a Lease Receivable (other than in connection with substitutions
of Lease Receivables in accordance with subsection 2.13(e)) or the lease by an
Obligor on an ExIm Bank Receivable (such leases, collectively, the "Security
Interest Leases") sold or substituted hereunder; provided that (i) if a
Substituted Lease Receivable which is substituted on any day other than a
Settlement Date in accordance with subsection 2.13(e) has a Purchase Price less
than the related Replaced Lease Receivable, the Seller agrees to deposit into
the Concentration Account on the Settlement Date following such date of
substitution (or, if a Remittance Event has occurred, within two Business Days
after such substitution) the difference between the Outstanding Balance of such
Replaced Lease Receivable and the Purchase Price of such Substituted Lease
Receivable and (ii) if such Security Interest Lease has been declared to be in
default, the Seller may terminate and may permit any Affiliate Obligor to
terminate, such Security Interest Lease if the Seller pays on the date of
termination to the Administrative Agent for the account of the Purchasers an
amount equal to the aggregate amount of rent payable for the remaining term
under such Lease (including any interest thereon on amounts past due), up to the
then Outstanding Balance of the related Receivable together with interest on
such Outstanding Balance at the rate set forth in such Lease Receivable or
Applicable Lease related to such Affiliate Receivable for the period from the
last date of payment on such Receivable (all of the foregoing, including any
damages resulting from a breach of the foregoing, collectively, the "Lease
Obligations"). As collateral security for (i) the prompt and complete payment
and performance of the Lease Obligations and (ii) the agreement of the Seller
not to reject or permit an Affiliate Obligor to reject pursuant to 11 U.S.C.
ss.365 any Lease after the occurrence of a bankruptcy case involving the Seller
or such Affiliate Obligor (and all other Obligations under this Agreement) the
Seller does hereby grant, bargain, sell, assign, transfer, convey, mortgage,
pledge, grant a security interest in and confirm unto the Administrative Agent
for the ratable benefit of the Purchasers the following:

 
                                      134

                  (A) each Financed Aircraft subject to a Security Interest
         Lease, the related Receivable of which is sold or substituted hereunder
         on the Closing Date or on any Settlement Date; and

                  (B) all proceeds thereof (clauses A and B, collectively, the
"Lease Collateral").

(b)  In connection with the foregoing grant, the Administrative Agent and each
     Purchaser shall have all the rights and remedies of a secured party and a
     creditor under the UCC and all other applicable laws in each relevant
     jurisdiction. Without limiting the generality of the foregoing, upon the
     occurrence and during the continuance of a Trigger Amortization Event, the
     Administrative Agent, without demand of performance or other demand,
     presentment, protest, advertisement or notice of any kind (except any
     notice required by law referred to below) to or upon the Seller or any
     other Person (all and each of which demands, defenses, advertisements and
     notices are hereby waived), may in such circumstances forthwith collect,
     receive, appropriate and realize upon the Lease Collateral, or any part
     thereof, and/or may forthwith sell, lease, assign, give option or options
     to purchase, or otherwise dispose of and deliver the Lease Collateral or
     any part thereof (or contract to do any of the foregoing), in one or more
     parcels at a public or private sale or sales, at any exchange, broker's
     board or office of the Administrative Agent or any Purchaser or elsewhere
     upon such terms and conditions as it may deem advisable and at such prices
     as it may deem best, for cash or on credit or for future delivery without
     assumption of any credit risk. The Administrative Agent or any Purchaser
     shall have the right upon any such public sale or sales, and, to the extent
     permitted by law, upon any such private sale or sales, to purchase the
     whole or any part of the Lease Collateral so sold, free of any right or
     equity of redemption in the Seller, which right or equity is hereby waived
     or released. The Seller further agrees, at the Administrative Agent's
     request, to assemble the Lease Collateral, to the extent available to the
     Seller under applicable law, and make it available to the Administrative
     Agent at places which the Administrative Agent shall reasonably select,
     whether at the Seller's premises or elsewhere. The Administrative Agent
     shall apply the net proceeds of any such collection, recovery, receipt,
     appropriation, realization or sale, after deducting all reasonable costs
     and expenses of every kind incurred therein or incidental to the care or
     safekeeping of any of the Lease Collateral or in any way relating to the
     Lease Collateral or the rights of the Administrative Agent and the
     Purchasers hereunder, including, without limitation, reasonable attorneys'
     fees and disbursements, to the payment in whole or in part of the Lease
     Obligations, in such order as the Administrative Agent in its reasonable
     discretion may elect, and only after such application and after the payment
     by the Administrative Agent of any other amount required by any provision
     of law, including, without limitation, Section 9-504(1)(c) of the UCC in
     the relevant jurisdiction, need the Administrative Agent account for the
     surplus, if any, to the Seller. To the extent permitted by applicable law,
     the Seller waives all claims, damages and demands it may acquire against
     the Administrative Agent or any Purchaser arising out of the exercise by
     them of any rights hereunder. If any notice of a proposed sale or other
     disposition of Lease Collateral shall be required by law, such notice shall

 
                                      135

     be deemed reasonable and proper if given at least 10 days before such sale
     or other disposition. The Seller shall remain liable for any deficiency if
     the proceeds of any sale or other disposition of the Lease Collateral are
     insufficient to pay the Lease Obligations and the fees and disbursements of
     any attorneys employed by the Administrative Agent or any Purchaser to
     collect such deficiency. The Seller authorizes the Administrative Agent and
     the Purchasers, at any time and from time to time, to execute, in
     connection with the sale provided for in this subsection 11.12(b), any
     endorsements, assignments or other instruments of conveyance or transfer
     with respect to the Lease Collateral.

(c)  Each Administrative Agent's sole duty with respect to the custody,
     safekeeping and physical preservation of the Lease Collateral in its
     possession, under Section 9-207 of the UCC in the relevant jurisdiction or
     otherwise, shall be to deal with it in the same manner as such
     Administrative Agent deals with similar property for its own account.
     Neither the Managing Facility Agent, either Administrative Agent any
     Co-Administrative Agent or any Purchaser nor any of their respective
     directors, officers, employees or agents shall be liable for failure to
     demand, collect or realize upon all or any part of the Lease Collateral or
     for any delay in doing so or shall be under any obligation to sell or
     otherwise dispose of any Lease Collateral upon the request of the Seller or
     otherwise.

     11.13 Power of Attorney. (a) The Seller hereby irrevocably constitutes and
appoints the Managing Facility Agent and any officer or agent thereof, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Seller and in the
name of the Seller or in its own name, from time to time after the occurrence
and during the continuance of a Specified Amortization Event or in connection
with any action taken pursuant to subsection 11.11(c) or subsection 11.12(b) in
the Managing Facility Agent's discretion, for the purpose of carrying out the
terms of this Agreement and obtaining the benefit of the Purchased Receivables,
the Collections with respect thereto and the related Contracts and Financed
Aircraft, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary to perform the duties and
obligations of the Seller or the Servicer under this Agreement or desirable to
accomplish the purposes of this Agreement, including the power and right, on
behalf of the Seller, without notice to or assent by the Seller, to do the
following after the occurrence and during the continuance of a Specified
Amortization Event or in connection with any action taken pursuant to subsection
11.11(c) or subsection 11.12(b):

    (i)  in the name of the Seller or its own name, or otherwise, to take
         possession of and endorse and collect any checks, drafts, notes,
         acceptances or other instruments for the payment of moneys due under
         any Purchased Receivable or on account of Collections with respect
         thereto or the related Contract or Financed Aircraft (collectively, the
         "Transferred Property") and to file any claim or to take any other
         action or proceeding in any court of law or equity or otherwise deemed
         appropriate by the Managing Facility Agent for the purpose of
         collecting any and all such moneys due under any Purchased Receivable
         or with respect to any other Transferred Property whenever payable;

 
                                      136

   (ii)  to pay or discharge taxes and Liens levied or placed on or
         threatened against any of the Transferred Property, to effect any
         repairs or any insurance called for by the terms of this Agreement and
         to pay all or any part of the premiums therefor and the costs thereof;
         and

  (iii)  to file financing or continuation statements under the UCC, or
         with respect to Foreign Receivables and Affiliate Receivables,
         excluding Uncertified Foreign Receivables, under the appropriate
         foreign statute, in any relevant jurisdiction covering the interests of
         the Administrative Agent, the Managing Facility Agent and the
         Purchasers in the Transferred Property; and

   (iv)  (A) to commence and prosecute any suits, actions or proceedings at law
         or in equity in any court of competent jurisdiction to collect any of 
         the Transferred Property or any thereof and to enforce any other right
         in respect of any Transferred Property; (B) to defend any suit, action
         or proceeding brought against the Seller with respect to any 
         Transferred Property; and (C) to settle, compromise or adjust any 
         suit, action or proceeding described in clause (B) above and, in 
         connection therewith, to give such discharges or releases as
         the Managing Facility Agent may deem appropriate.

(b)  The Seller hereby ratifies all that said attorneys shall lawfully do or
     cause to be done by virtue hereof. This power of attorney is a power
     coupled with an interest and shall be irrevocable.

     11.14 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement 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 Agreement signed by all the parties
shall be lodged with the Seller and the Managing Facility Agent.

     11.15 Severability; Headings. Any provision of this Agreement 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 Agreement are for convenience of reference only
and are not to affect the construction hereof or to be taken into consideration
in the interpretation hereof.

     11.16 Integration. This Agreement represents the agreement of the Seller,
the Servicer, the Managing Facility Agent, each Administrative Agent, the
Co-Administrative Agents and the Purchasers with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Managing Facility Agent, either Administrative Agent, the
Co-Administrative Agents or any Purchaser relative to subject matter hereof not
expressly set forth or referred to herein.

 
                                      137

     11.17 GOVERNING LAW. THIS AGREEMENT, THE ASSIGNMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     11.18 Submission To Jurisdiction; Waivers. Each of the Seller and the
Servicer hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or proceeding
     relating to this Agreement and the Assignments, or for recognition and
     enforcement of any judgement in respect thereof, to the non-exclusive
     general jurisdiction of the courts of the State of New York, the courts of
     the United States of America for the Southern District of New York, and
     appellate courts from any thereof;

(b)  consents that any such action or proceeding may be brought in such courts
     and waives any objection that it may now or thereafter have to the venue of
     any such action or proceeding in any such court or that such action or
     proceeding was brought in an inconvenient court and agrees not to plead or
     claim the same;

(c)  agrees that service of process in any such action or proceeding may be
     effected by mailing a copy thereof by registered or certified mail (or any
     substantially similar form of mail), postage prepaid, to such Person at its
     address set forth in subsection 11.2 or at such other address of which the
     Managing Facility Agent shall have been notified pursuant thereto;

(d)  agrees that nothing herein shall affect the right to effect service of
     process in any other manner permitted by law or shall limit the right to
     sue in any other jurisdiction; and

(e)  waives, to the maximum extent not prohibited by law, any right it may have
     to claim or recover in any legal action or proceeding referred to in this
     subsection any special, exemplary, punitive or consequential damages.

     11.19 Acknowledgements. (a) The Seller hereby acknowledges with respect to
the transactions contemplated by the Purchase Documents that:

                  (i) it has been advised by counsel in the negotiation, 
         execution and delivery of this Agreement and the other Purchase
         Documents;

                  (ii) neither the Managing Facility Agent, either
         Administrative Agent, any Co-Administrative Agent nor any Purchaser
         has any fiduciary relationship to the Seller; and

                  (iii) no joint venture exists among the Purchasers or among
         the Seller and the Purchasers or among the Guarantor, RAC, the
         Servicer, the Seller and the Purchasers.

(b)  By execution of this Agreement, each Purchaser acknowledges and agrees to
     be bound by the provisions of paragraph 18 of the Guarantee and paragraph
     18 of the Repurchase Agreement.

 
                                      138

     11.20 WAIVERS OF JURY TRIAL. THE SELLER, THE SERVICER, THE MANAGING
FACILITY AGENT, EACH ADMINISTRATIVE AGENT, EACH CO-ADMINISTRATIVE AGENT AND EACH
PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER PURCHASE
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     11.21 Bankruptcy Petition. (a) Each of the Seller, the Servicer, the
Managing Facility Agent, each Administrative Agent, each Co-Administrative Agent
and each Purchaser hereby covenants and agrees that, prior to the date which is
one year and one day after the payment in full of all outstanding senior
indebtedness of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceeding under the laws
of the United States or any state of the United States.

(b)  Each of the the Servicer, the Managing Facility Agent, each Administrative
     Agent, each Co-Administrative Agent and each Purchaser hereby covenants and
     agrees that, prior to the date that is one year and one day after the
     payment in full of the Outstanding Purchase Price and all amounts owing
     with respect thereto and hereunder, it will not institute against the
     Seller, or join any other Person in instituting against the Seller, any
     bankruptcy, reorganization, arrangement, insolvency or liquidation
     proceedings or other similar proceedings under the laws of the United
     States or any state of the United States.

     11.22 Confidentiality. Each of the Managing Facility Agent, the
Co-Administrative Agent and the Purchasers agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an agreement containing provisions substantially the
same as those of this subsection, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (g) with the consent of the Seller or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this subsection by such Person or (ii) becomes available to the
Managing Facility Agent, any Co-Administrative Agent or any Purchaser on a
nonconfidential basis from a source other than Raytheon, RAC, Raytheon Credit or
the Seller. For the purposes of this Section, "Information" means all
information received from Raytheon, RAC, Raytheon Credit or the Seller relating
to Raytheon, RAC, Raytheon Credit or the Seller or their business, other than
any such information that is available to the Managing Facility Agent, any
Co-Administrative or any Purchaser on a nonconfidential basis prior to
disclosure by Raytheon, RAC, Raytheon Credit or the Seller; provided that, in
the case of information received from the Raytheon, RAC, Raytheon Credit or the

 
                                      139

Seller after the date hereof, such information is clearly identified at the time
of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this subsection shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. The Seller and the
Servicer hereby consent to the disclosure of any non-public information with
respect to either of them as related to this transaction and the assets sold
hereunder by any SPC to any rating agency, commercial paper dealer, or provider
of a surety, guaranty or credit or liquidity enhancement to that SPC.

     11.23 Claims Against SPCs. The obligations of each SPC under this Agreement
and the other Purchase Documents are solely its corporate obligations. No
recourse shall be had for the payment of any amount owing by any SPC under this
Agreement or the other Purchase Documents or for the payment by any SPC of any
fee in respect of this Agreement or the other Purchase Documents or any other
obligations or claim of or against any SPC arising out of or based upon this
Agreement or the other Purchase Documents, against any of the SPC's employees,
officers, directors, incorporators or stockholders. It is further agreed that
each SPC shall be liable for any claims against such SPC in connection with this
Agreement and other Purchase Documents only to the extent that such SPC has, on
any date of determination, excess funds not required to pay or provide for the
payment of all commercial paper notes that such SPC has outstanding. Any and all
claims against any SPC in connection with this Agreement and the other Purchase
Documents shall be subordinate to the claims of the holders of commercial paper
notes issued by such SPC.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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 AIRCRAFT RECEIVABLES CORPORATION,
as Seller

By:
Title:

RAYTHEON AIRCRAFT CREDIT CORPORATION,
as Servicer

By:
Title:

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Managing Facility Agent, Co-Administrative Agent and Administrative Agent

By:
Title: Authorized Signatory

 
                                      140

THE CHASE MANHATTAN BANK,
as Co-Administrative Agent and Syndication Agent

By:
Title:

UBS AG, STAMFORD BRANCH, solely as Administrative Agent

By:
Title:

By:
Title:

SPC: RECEIVABLES CAPITAL CORPORATION

By:
Title:

SPC BANK: BANK OF AMERICA NT&SA

By:
Title:

BANK OF MONTREAL

By:
Title:

THE BANK OF NEW YORK

By:
Title:

BANK OF TOKYO - MITSUBISHI TRUST COMPANY

By:
Title:

BANQUE NATIONALE DE PARIS

By:
Title:

By:
Title:

PARIBAS

By:
Title:

By:
Title:

 
                                      141

BAYERISCHE LANDESBANK

By:
Title:

By:
Title:

CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY

By:
Title:

THE CHASE MANHATTAN BANK

By:
Title:

SPC: CHARTA CORPORATION

By: CITICORP NORTH AMERICA, INC.,

as Attorney-in-Fact

By:
Title:

SPC BANK: CITIBANK, N.A.

By:
Title:

SPC: FOUR WINDS FUNDING CORPORATION

By: Commerzbank AG, New York Branch,
as Attorney-in-Fact

By:
Title:

By:
Title:

SPC BANK: COMMERZBANK AG, NEW YORK BRANCH

By:
Title:

By:
Title:

 
                                      142

SPC: ALPINE SECURITIZATION CORP.

By: CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as

Attorney-in-Fact

By:
Title:

By:
Title:

SPC BANK: CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH

By:
Title:

By:
Title:

DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS

BRANCH

By:
Title:

By:
Title:

SPC: FALCON ASSET SECURITIZATION CORPORATION

By:
Title:

SPC BANK: THE FIRST NATIONAL BANK OF CHICAGO

By:
Title:

FLEET NATIONAL BANK

By:
Title:

THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH

By:
Title:

 
                                      143

SPC: THREE RIVERS FUNDING CORPORATION

By:
Title:

SPC BANK:MELLON BANK, N.A.

By:
Title:

SPC: DELAWARE FUNDING CORPORATION

By: Morgan Guaranty Trust Company of New York,
as Attorney-in-Fact for Delaware Funding
Corporation

By:
Title:

SPC BANK: MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:
Title:

WACHOVIA BANK OF GEORGIA, N.A.

By:
Title:

SPC: QUINCY CAPITAL CORPORATION

By:
Title:

SPC BANK: WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH

By:
Title:

By:
Title:

SPC: EAGLEFUNDING CAPITAL CORP.

By:
Title:

SPC BANK: BANKBOSTON, N.A.

By:
Title:

SOCIETE GENERALE

By:
Title:

 
                                      144

SPC: VARIABLE FUNDING CAPITAL CORPORATION

By: First Union Capital Markets, 
a division of Wheat First Security Inc., 
as attorney-in-fact

By:
Title:

SPC BANK: FIRST UNION NATIONAL BANK

By:
Title:

SPC: ATLANTIC ASSET SECURITIZATION CORP.

By: CREDIT LYONNAIS NEW YORK BRANCH,
as Attorney-in-Fact

By:
Title:

SPC BANK: CREDIT LYONNAIS NEW YORK BRANCH

By:
Title:

KBC BANK

By:
Title:

By:
Title:

SPC: BAVARIA UNIVERSAL FUNDING CORPORATION

By:
Title:

By:
Title:

SPC BANK: BAYERISCHE HYPO-UND VEREINSBANK AG

By:
Title:

By:
Title:

DEUTSCHE BANK AG, NEW YORK A/O CAYMAN ISLAND BRANCHES

By:
Name:
Title:

By:
Name:
Title:

 
                                      145

BANCA COMMERCIALE ITALIANA

By:
Title:

By:
Title:

BANCA POPOLARE DI MILANO

By:
Title:

By:
Title:

 
                                      146

                            WITHDRAWING PURCHASERS


BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE INC.

By:
Title:

By:
Title:

UBS AG, STAMFORD BRANCH

By:
Title:

By:
Title:

THE DAI-ICHI KANGYO BANK, LTD.

By:
Title:

 
                                      147

                                   SCHEDULE I

                      COMMITMENTS AND PURCHASER INFORMATION

Purchaser                          Amount of Commitment   Commitment Percentage 
                                     at Amendment            at Amendment
                                   Effective Date           Effective Date

The Chase Manhattan Bank               $147,500,000.00        5.46%
270 Park Avenue
New York, NY  10017
Attention:  James Treger

Citibank, N.A.                         $145,000,000.00        5.37%
339 Park Avenue
8th Floor, Zone 2
New York, NY  10043
Attention:  Bill Martens

Bank of America NT&SA                  $147,500,000.00        5.46%
231 South Lasalle Street
Chicago, IL  60697
Attention:  Willem Van Beek

Credit Suisse First Boston,            $145,000,000.00        5.37%
New York Branch

11 Madison Ave., 20th Floor
New York, NY  10010
Attention:  David Kratovil

Commerzbank AG                         $115,000,000.00        4.26%
2 World Financial Center
34th Floor
New York, NY  10281
Attention:  Bob Donahue

Wachovia Bank of Georgia, N.A.         $115,000,000.00        4.26%
191 Peachtree Street, N.E., 
30th Floor
Atlanta, GA  30303
Attention:  Elizabeth Wagner

Westdeutsche Landesbank Girozentrale,
  New York Branch                      $115,000,000.00        4.26%
1211 Avenue of the Americas
New York, NY  10036
Attention:  John Moorhead

First National Bank of Chicago         $115,000,000.00        4.26%
One First National Plaza
Mail Suite 1-0596
Chicago, IL  60670
Attention:  Wanda Harrison

 
                                      148

BankBoston, N.A.                       $115,000,000.00        4.26%
100 Federal Street
Boston, MA  02110
Attention:  Amy Roberts

Canadian Imperial Bank of Commerce,    $110,000,000.00        4.07%
New York Agency

425 Lexington Avenue
New York, NY  10017
Attention:  Todd Constable

Bank of Montreal                       $110,000,000.00        4.07%
430 Park Avenue
New York, New York  10022
Attention:  Glenridge Pole

SG Cowen                               $110,000,000.00        4.07%
181 West Madison Street
Suite 3400
Chicago, IL  60602
Attention:  Joe Moreno

Mellon Bank                            $100,000,000.00        3.70%
One Boston Place, 6th Floor
Boston, MA  02108
Attention:  Jane Westrich

First Union National Bank              $100,000,000.00        3.70%
301 South College Street
Charlotte, N.C.  28288
Attention:  Russ Morrison

Credit Lyonnais                        $100,000,000,00        3.70%
1301 Avenue of the Americas
12th Floor
New York, NY  10019
Attention:  Conrad Meyer

Morgan Guaranty Trust                  $115,000,000.00        4.26%
Company of New York
500 Stanton Christiana Road
Newark, DE  19713
Attention:  Janine Marshini

Fleet National Bank                    $90,000,000.00         3.33%
One Federal Street
Boston, MA  02211
Attention:  Amy Tsokanis

 
                                      149

Den Danske Bank Aktieselskab, 
Cayman Islands Branch                  $90,000,000.00         3.33%
280 Park Avenue
4th Floor, East Building
New York, NY  10017
Attention:  Peter Hargraves

KBC Bank                               $90,000,000.00         3.33%
125 West 55th Street
10th Floor
New York, NY  10019
Attention:  Robert Surdam

Industrial Bank of Japan Trust Company $90,000,000.00         3.33%
1251 Avenue of the Americas
New York, New York  10020
Attention:  Kenneth Biegen

Bayerishe Hypo-und Verseinsbank AG     $65,000,000.00         2.41%
150 East 42nd Street
31st Floor
New York, New York  10017
Attention:  Marianna Welnzinger

Deutsche Bank AG, New York 
a/o Cayman Island Branches             $65,000,000.00         2.41%
31 West 52nd Street
New York, NY  10019
Attention:  Ruth Leong

Banque Nationale de Paris              $65,000,000.00         2.41%
499 Park Avenue
New York, NY  10022
Attention: Rick Pace

Paribas                                $65,000,000.00         2.41%
Equitable Tower
787 Seventh Avenue
New York, NY  10019
Attention:  Sean Reddington

Bank of Tokyo-Mitsubishi (New York)    $50,000,000.00         1.85%
1251 Avenue of the Americas
12th Floor
New York, NY  10020
Attention:  Tom Finnessey

The Bank of New York                   $40,000,000.00         1.48%
One Wall Street
21st Floor
New York, NY 10286
Attention:  William Dakin

 
                                      150

Banca Commerciale Italiana,
New York Branch                        $40,000,000.00         1.48%
One William Street
New York, NY  10004

Attention:  Karen Purelis

Bayerische Landesbank 
(New York) - RE                        $25,000,000.00         0.93%
560 Lexington Avenue
New York, NY  10022
Attention:  James Boyle

Banca Popolare di Milano, New York     $20,000,000.00         0.74%
375 Park Avenue
9th Floor
New York, NY  10152
Attention:  Fulvio Montanari

 
                                      151

                                   SCHEDULE II

                              UCC FILING LOCATIONS

         Secretary of State, State of Kansas
         Register of Deeds, Sedgwick County, Kansas

 
                                      152

                                  SCHEDULE III

                        PROHIBITED FOREIGN JURISDICTIONS

         Kingdom of Cambodia
         Cuba

         Federal Republic of Yugoslavia (Serbia and Montenegro)
         Republic of Bosnia-Herzegovina
         Republic of Croatia
         Republic of Macedonia
         Republic of Slovenia
         Haiti
         Iran
         Iraq
         Libya
         Nicaragua
         North Korea
         Socialist Republic of Viet Nam