Exhibit 10.5


 


	
   

  	
  November 21, 2003

  



 


Boeing Capital Corporation


500 Naches Avenue SW


3rd Floor


Renton, WA  98055


 


Ladies and Gentlemen:


 


Reference is hereby made to:


 


1)              The
Boeing Company 364-Day Credit Agreement dated as of November 21, 2003
among The Boeing Company (“TBC”), the lenders named therein, JPMorgan Chase
Bank, as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan
Securities, Inc., as joint lead arrangers and joint book managers, and
Citibank, N.A. as administrative agent for such lenders (as amended or modified
from time to time, the “364-day Credit Agreement”), and


 


2)              The
Boeing Company Five-Year Credit Agreement dated as of November 21, 2003
among The Boeing Company (“TBC”), the lenders named therein, JPMorgan Chase
Bank, as syndication agent, Citigroup Global Markets Inc. and J. P. Morgan
Securities, Inc., as joint lead arrangers and joint book managers, and
Citibank, N.A. as administrative agent for such lenders (as amended or modified
from time to time, the “5-year Credit Agreement”).  Capitalized terms used in this letter agreement that are not
defined herein have the respective meanings specified in the 364-day Credit
Agreement or the 5-year Credit Agreement.


 


This letter agreement (the
“Letter Agreement”) sets forth terms and conditions whereby TBC and Boeing
Capital Corporation (“BCC”) agree to designate BCC as a Subsidiary Borrower
under the 364-day Credit Agreement and the 5-year Credit Agreement
(collectively, the “Credit Agreements”).


 


1.               BCC
shall have the irrevocable right to borrow up to $1,250,000,000 (the “364-day
Maximum Amount”) under the terms and conditions of the 364-day Credit
Agreement, and BCC shall have the irrevocable right to borrow up to
$750,000,000 (the “5-year Maximum Amount,” and together with the 364-day
Maximum Amount, the “Maximum Amounts”) under the terms and conditions of the
5-year Credit Agreement.


 

















 


2.               TBC
shall not terminate any of the Credit Agreements or take any other action that
would impair BCC’s ability to borrow the 364-day Maximum Amount or the 5-year
Maximum Amount under the Credit Agreements.


 


3.               Notwithstanding
the foregoing, TBC may take actions with regard to the Credit Agreements (e.g.,
amendment, restatement, cancellation and replacement) so long as the resulting
credit support available to BCC up to the Maximum Amounts is acceptable to the
nationally recognized rating agencies providing credit ratings for BCC.


 


4.               TBC
agrees in advance to approve all BCC actions pursuant to its right as a
Subsidiary Borrower under the Credit Agreements that would require TBC’s
consent.  No written TBC approvals to
BCC actions under the Credit Agreements will be required except those written
consents explicitly required by the terms of the Credit Agreements (e.g.,
notice of borrowing, guaranty, and legal opinions).


 


5.               TBC
agrees to guaranty unconditionally BCC borrowings up to the Maximum Amounts and
other obligations of BCC as a Subsidiary Borrower on terms consistent with
Exhibit J to the 364-day Credit Agreement and Exhibit H to the 5-year Credit
Agreement, respectively, including BCC’s Notes thereunder.


 


6.               TBC
and BCC will promptly and duly execute and deliver such further documents and
assurances and take such further actions as may from time to time be necessary
to carry out the intent and purpose of this Letter Agreement.


 


7.               So
that BCC may make a representation in the Borrower Subsidiary Letter relating
to each Credit Agreement, TBC certifies to BCC that TBC’s Consolidated
statement of financial position as of December 31, 2002 and the related
Consolidated statement of earnings and retained earnings for the year then
ended (copies of which have been furnished to each Lender) correctly set forth
the Consolidated financial condition of TBC and its Subsidiaries as of such
date and the result of the Consolidated operations for such year, and since
such date there has been no material adverse change in such condition or
operations that is likely to impair the ability of TBC to repay the Advances.


 


8.               This
Letter Agreement sets forth in full the terms of our understanding with respect
to the subject matter described herein and supercedes in its entirety the
Letter Agreement, dated November 22, 2002 entered into between TBC and BCC.


 


Please acknowledge your
agreement to the foregoing by signing in the space indicated below.


 


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  Sincerely,

  	
   

  
	
   

  	
   

  
	
  The Boeing
  Company

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Geoffrey
  L. Carpenter

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  and Agreed:

  	
   

  
	
   

  	
   

  
	
  Boeing
  Capital Corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Steven
  W. Vogeding

  	
   

  	
   

  



 


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